UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 11, 2010

 

RECKSON OPERATING PARTNERSHIP, L.P.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

DELAWARE

(STATE OF INCORPORATION)

 

1-13762

 

11-3233647

(COMMISSION FILE NUMBER)

 

(IRS EMPLOYER ID. NUMBER)

 

 

 

420 Lexington Avenue

 

 

New York, New York

 

10170

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

(ZIP CODE)

 

(212) 594-2700

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.                                          Other Events

 

On March 11, 2010, SL Green Realty Corp. (“SL Green”) announced that Reckson Operating Partnership, L.P. (the “Company”), a wholly-owned subsidiary of SL Green’s operating partnership, SL Green Operating Partnership, L.P. (“SL Green OP”), and SL Green OP and SL Green, as co-obligors, have priced $250,000,000 aggregate principal amount of 7.75% senior unsecured notes due March 15, 2020 (the “Notes”).  The Notes are being offered in a private offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

 

A copy of the press release announcing the pricing, and which describes the pricing in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.

 

Item 9.01.                                          Financial Statements and Exhibits

 

(d)                                 Exhibits

 

99.1                           Press Release announcing the pricing, dated March 11, 2010.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

RECKSON OPERATING PARTNERSHIP, L.P.

 

By: Wyoming Acquisition GP LLC

 

 

 

 

 

 

By:

/s/ Gregory F. Hughes

 

 

Gregory F. Hughes

 

 

Treasurer

 

 

Date:  March 11, 2010

 

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FOR IMMEDIATE RELEASE

 

CONTACT

Gregory F. Hughes

Chief Operating Officer and

Chief Financial Officer

—or—

Heidi Gillette

Investor Relations

(212) 594-2700

 

SL Green Realty Corp. Prices $250 Million of 7.75% Senior Notes due 2020

 

New York, NY, March 11, 2010 - SL Green Realty Corp. (the “Company”) (NYSE: SLG) announced today that Reckson Operating Partnership, L.P. (“Reckson”), a wholly-owned subsidiary of the Company’s operating partnership, SL Green Operating Partnership, L.P. (“SL Green OP”), and SL Green OP and the Company, as co-obligors, priced $250 million aggregate principal amount of 7.75% senior unsecured notes due March 15, 2020 (the “Notes”).  Net proceeds from the sale of the Notes, after underwriting discounts and commissions and the Company’s estimated fees and expenses, is expected to be approximately $246.4 million.  The Company expects the offering to close on March 16, 2010, subject to customary closing conditions.

 

The Company intends to use the net proceeds from the offering to fund its previously announced tender offer for certain outstanding notes of Reckson and SL Green OP (the “Tender Offer”), with the remaining proceeds, if any, being used for general corporate purposes and/or working capital purposes.  The Tender Offer is conditioned on the consummation of the Notes offering.

 

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.  The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

 

Company Profile

 

SL Green Realty Corp. is a self-administered and self-managed real estate investment trust, or REIT, that predominantly acquires, owns, repositions and manages Manhattan office properties. The Company is the only publicly held REIT that specializes in this niche. As of December 31, 2009, the Company owned interests in 29 New York City office properties totaling approximately 23,211,200 square feet, making it New York’s largest office landlord. In addition, at December 31, 2009, SL Green held investment interests in, among other things, eight retail properties encompassing approximately 374,812 square feet, three development properties encompassing approximately 399,800 square feet and two land interests, along with ownership interests in 31 suburban assets totaling 6,804,700 square feet in Brooklyn, Queens, Long Island, Westchester County, Connecticut and New Jersey.

 

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