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): July 2, 2014 (July 1, 2014)

 

SL GREEN REALTY CORP.

(Exact name of registrant as specified in its charter)

 

 

SL GREEN OPERATING PARTNERSHIP, L.P.

(Exact name of registrant as specified in its charter)

 

 

420 Lexington Avenue

New York, New York 10170

(Address of principal executive
offices, including zip code)

 

Registrants’ telephone number, including area code:  (212) 594-2700

 

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 (see General Instruction A.2. below):

 

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 1.01                                           Entry into a Material Definitive Agreement.

 

Fourteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P.

 

On July 1, 2014, SL Green Realty Corp. (the “Company”), as the general partner of SL Green Operating Partnership, L.P. (the “Operating Partnership”), entered into a fourteenth amendment (the “Fourteenth Amendment”) to the Operating Partnership’s First Amended and Restated Agreement of Limited Partnership, dated August 20, 1997 (as amended through the date hereof, the “Partnership Agreement”), to permit the issuance of up to 700,000 Series K Convertible Preferred Units of the Operating Partnership (the “Series K Preferred Units”) of limited partnership interests with a liquidation preference of $25.00 per unit (the “Series K Liquidation Preference”). 564,798 Series K Preferred Units have been issued as a portion of the consideration for the acquisition of ownership interests in a certain commercial real estate property.  The Series K Preferred Units may be converted to common units of the Operating Partnership, and following such conversion, in certain circumstances may be redeemed for shares of the Company’s common stock.  The initial conversion price of Series K Preferred Units is $134.67 per common unit.

 

The Series K Preferred Units provide for a cumulative quarterly cash dividend of 3.50% of the Series K Liquidation Preference.

 

The Series K Preferred Units were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The foregoing description of the Fourteenth Amendment is qualified in its entirety by reference to the Fourteenth Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Fifteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P.

 

On July 1, 2014, the Company entered into a fifteenth amendment (the “Fifteenth Amendment”) to the Partnership Agreement, to permit the issuance of up to 500,000 Series L Preferred Units of the Operating Partnership (the “Series L Preferred Units”) of limited partnership interests with a liquidation preference of $25.00 per unit (the “Series L Liquidation Preference”).  379,200 Series L Preferred Units have been issued as a portion of the consideration for the acquisition of ownership interests in a certain commercial real estate property.

 

The Series L Preferred Units provide for a cumulative quarterly cash dividend of 4.00% of the Series L Liquidation Preference.

 

The Series L Preferred Units were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The foregoing description of the Fifteenth Amendment is qualified in its entirety by reference to the Fifteenth Amendment, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

 

Item 3.02                                           Unregistered Sale of Equity Securities.

 

The information set forth above under Item 1.01 is incorporated by reference herein with respect to the issuance by the Operating Partnership of 564,798 Series K Preferred Units (as well as (i) the common units of the Operating Partnership issuable upon conversion of the Series K Preferred Units and (ii) the shares of common stock of the Company that may be issuable upon redemption of such common units) and 379,200 Series L Preferred Units.

 

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Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

10.1        Fourteenth Amendment, dated July 1, 2014, to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P.

 

10.2        Fifteenth Amendment, dated July 1, 2014, to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

 

	SL GREEN REALTY CORP.
	/s/ Andrew S. Levine
	Andrew S. Levine
	Chief Legal Officer and General Counsel
	SL GREEN OPERATING PARTNERSHIP, L.P.
	By: SL GREEN REALTY CORP., its general partner
	/s/ Andrew S. Levine
	Andrew S. Levine
	Chief Legal Officer and General Counsel
Date: July 2, 2014

 

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