UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 9, 2019 (
(Exact name of registrant as specified in its charter)
| (State of Incorporation) |
| (Commission File Number) | (I.R.S. employer identification number) |
| (Address of principal executive offices) | (Zip Code) |
(
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Trading Symbol | Title of Each Class | Name of Each Exchange on Which Registered | |||
| SL Green Realty Corp. | ||||||
| SL Green Realty Corp. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
| Item 7.01. | Regulation FD Disclosure |
Members of senior management of SL Green Realty Corp. (the “Company”) will make a presentation during the Company’s 2019 Annual Investor Conference on Monday, December 9, 2019 (the “Investor Conference”). At the Investor Conference, the Company will provide its earnings guidance for the year ending December 31, 2020 of net income per share of $7.43 to $7.53, and Funds From Operations (“FFO”) per share of $7.25 to $7.35. In addition, the Company will revise its previously announced earnings guidance of net income per share of $2.70 to $2.80, and FFO per share of $6.85 to $6.95 for the year ending December 31, 2019 to $3.33 to $3.37 of net income per share, and $6.98 to $7.02 of FFO per share.
The presentation will be available online via webcast on our corporate website at www.slgreen.com under the “Investors - Presentations & Webcasts” section. An audio replay and a copy of the presentation will be available on our corporate website following the Investor Conference.
The following table reconciles estimated net income per share (diluted) to FFO per share (diluted) for the years ending December 31, 2019 and 2020.
| Year Ending | Year Ending | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2019 | 2019 | 2020 | 2020 | |||||||||||||
| Net income per share attributable to SL Green stockholders (diluted) | $ | 3.33 | $ | 3.37 | $ | 7.43 | $ | 7.53 | ||||||||
| Add: | ||||||||||||||||
| Depreciation and amortization | 3.16 | 3.16 | 2.84 | 2.84 | ||||||||||||
| Joint ventures depreciation and noncontrolling interests adjustments | 2.19 | 2.19 | 2.27 | 2.27 | ||||||||||||
| Depreciable real estate reserve | 0.08 | 0.08 | — | — | ||||||||||||
| Less: | ||||||||||||||||
| Net loss attributable to noncontrolling interests | 0.04 | 0.04 | 0.04 | 0.04 | ||||||||||||
| Gain on sale of real estate and discontinued operations, net | 0.03 | 0.03 | 5.22 | 5.22 | ||||||||||||
| Equity in net gain on sale of interest in unconsolidated joint venture / real estate | 0.88 | 0.88 | — | — | ||||||||||||
| Purchase price and other fair value adjustments | 0.80 | 0.80 | — | — | ||||||||||||
| Depreciation on non-real estate assets | 0.03 | 0.03 | 0.03 | 0.03 | ||||||||||||
| Funds From Operations per share attributable to SL Green common stockholders and noncontrolling interests (diluted) | $ | 6.98 | $ | 7.02 | $ | 7.25 | $ | 7.35 | ||||||||
The information being furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This information will not be deemed an admission as to the materiality of such information that is required to be disclosed solely by Regulation FD.
| Item 8.01. | Other Events. |
On December 6, 2019, the Company issued a press release announcing that the Company’s Board of Directors has increased the Company’s quarterly dividend on its common stock and OP units by 4.1%, resulting in a new annual dividend of $3.54 per share, and declared the fourth quarter dividend of $0.885 per share of common stock. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On December 6, 2019, the Company issued a press release announcing that the Company’s Board of Directors authorized an increase to the size of its share repurchase program by an additional $500 million. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 99.2 | Press release, dated December 6, 2019, announcing that the Company’s Board of Directors authorized an increase to the size of its share repurchase program. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| SL GREEN REALTY CORP. | |
| /s/ Matthew J. DiLiberto | |
| Matthew J. DiLiberto | |
| Chief Financial Officer | |
| Date: December 9, 2019 |
Exhibit 99.1
SL Green to Increase Common Dividend for Ninth Consecutive Year
Annual Dividend Will Increase to $3.54 per Share
NEW YORK--(BUSINESS WIRE)--Dec. 6, 2019 -- SL Green Realty Corp. (NYSE: SLG), New York City’s largest office landlord, today reported that its board of directors has increased the Company’s quarterly dividend by 4.1 percent, to $0.885 per share on its common stock and OP units, resulting in a new annual dividend of $3.54 per share. The fourth quarter dividend is payable on January 15, 2020 to shareholders of record at the close of business on January 2, 2020.
“We are rewarding shareholders with another dividend increase as our Company continues to deliver,” said Matt DiLiberto, Chief Financial Officer at SL Green. " Our dividend yield of roughly 4.2 percent is generated by a portfolio of high-quality assets located in New York City’s best submarkets and we will continue executing on our strategy in 2020, enhancing the quality of our portfolio while maintaining the liquidity needed to advance our development and redevelopment projects as well as our share buyback program."
The board of directors also declared the regular quarterly dividend on the company’s Series I Preferred Stock for the period October 15, 2019 through and including January 14, 2020, of $0.40625 per share, which is the equivalent of an annualized dividend of $1.625 per share. The dividend will be payable January 15, 2020 to shareholders of record at the close of business on January 2, 2020.
About SL Green Realty Corp.
SL Green Realty Corp., an S&P 500 company and New York City's largest office landlord, is a fully integrated real estate investment trust, or REIT, that is focused primarily on acquiring, managing and maximizing value of Manhattan commercial properties. As of September 30, 2019, SL Green held interests in 93 Manhattan buildings totaling 45.0 million square feet. This included ownership interests in 27.2 million square feet of Manhattan buildings and 17.8 million square feet securing debt and preferred equity investments. In addition, SL Green held ownership interests in 7 suburban properties comprised of 15 buildings totaling 2.3 million square feet in Brooklyn, Westchester County, and Connecticut.
Forward-looking Statement
This press release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, are forward-looking statements. Forward-looking statements are not guarantees of future performance and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this press release are subject to a number of risks and uncertainties, many of which are beyond our control, that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. Factors and risks to our business that could cause actual results to differ from those contained in the forward-looking statements are described in our filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
| SLG- DIV |
| Contacts |
| Investors: |
| Matt DiLiberto |
| Chief Financial Officer |
| SL Green Realty Corp. |
|
(212) 594-2700 |
Press: |
| BerlinRosen |
| slgreen@berlinrosen.com |
| 646.452.5637 |
Exhibit 99.2
SL Green Realty Corp. Announces $500 Million Increase to Share Repurchase Program
Total Authorization Now At $3.0 billion
NEW YORK--(BUSINESS WIRE)--Dec. 6, 2019 -- SL Green Realty Corp. (NYSE: SLG), New York City’s largest office landlord, today announced that the Company’s Board of Directors has authorized an increase to the size of its share repurchase program by an additional $500 million of the Company’s common stock, bringing the program to a total of $3.0 billion.
To date, the Company has repurchased 22,855,030 shares under the program. In addition, the Company has redeemed 445,517 units of the Company’s Operating Partnership in connection with real estate transactions.
"Our stock continues to be an extraordinary investment and we are moving aggressively to expand our successful share buyback program again to continue taking advantage of the gap between our net asset value and share price," said Marc Holliday, Chairman and Chief Executive Officer of SL Green. "We have implemented this program in a way that creates value for shareholders, selling mature assets and narrowing our focus to premium Manhattan commercial property, and buying back shares in a high quality product at a steeply discounted rate."
About SL Green Realty Corp.
SL Green Realty Corp., an S&P 500 company and New York City's largest office landlord, is a fully integrated real estate investment trust, or REIT, that is focused primarily on acquiring, managing and maximizing value of Manhattan commercial properties. As of September 30, 2019, SL Green held interests in 93 Manhattan buildings totaling 45.0 million square feet. This included ownership interests in 27.2 million square feet of Manhattan buildings and 17.8 million square feet securing debt and preferred equity investments. In addition, SL Green held ownership interests in 7 suburban properties comprised of 15 buildings totaling 2.3 million square feet in Brooklyn, Westchester County, and Connecticut.
Forward-looking Statement
This press release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, are forward-looking statements. Forward-looking statements are not guarantees of future performance and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this press release are subject to a number of risks and uncertainties, many of which are beyond our control, that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. Factors and risks to our business that could cause actual results to differ from those contained in the forward-looking statements are described in our filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
SLG- FIN
Contacts
Investors:
Matt DiLiberto
Chief Financial Officer
SL Green Realty Corp.
(212) 594-2700
Press:
BerlinRosen
slgreen@berlinrosen.com
646.452.5637