SL Green Realty Corp. (NYSE:SLG) Files An 8-K Entry into a Material Definitive Agreement

SL Green Realty Corp. (NYSE:SLG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On October30, 2017, SL Green Realty Corp. (the “Company”), SL Green Operating Partnership, L.P. (“SL Green OP”), the Company’s operating partnership, and Reckson Operating Partnership, L.P. (“Reckson”), a wholly-owned subsidiary of SL Green OP, as co-obligors (collectively, the “Co-Obligors”), completed the issuance of $100 million aggregate principal amount of their 4.50% Senior Notes due 2022 (the “New Notes”) to an underwriting agreement (the “Underwriting Agreement”), dated October26, 2017, by and among the Co-Obligors and Wells Fargo Securities, LLC, as representative of the underwriters listed therein (the “Underwriters”), whereby the Co-Obligors agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Co-Obligors, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the New Notes. The New Notes are expected to be treated as a single series with, and will have the same terms as those of, the $200 million aggregate principal amount of currently outstanding 4.50% Senior Notes due 2022 previously issued by the Co-Obligors on November15, 2012 (the “Existing Notes” and together with the New Notes, the “Notes”).

Net proceeds from the offering of the New Notes, after underwriting discounts and the Co-Obligors’ estimated fees and expenses, are approximately $104.0 million, excluding approximately $1.86 million payable to the Co-Obligors in respect of interest accrued on the Notes for the period from and including June1, 2017 to, but excluding, the settlement date. Certain of the Underwriters and their affiliates have from time to time provided, and may in the future provide, various investment banking, commercial banking, financial advisory and other services to the Co-Obligors for which they have received or will receive customary fees and expenses.

The Notes were issued under the base indenture, dated as of August5, 2011 (the “Base Indenture”), as amended by the second supplemental indenture, dated as of November15, 2012 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each by and among the Co-Obligors and The Bank of New York Mellon, as trustee.

The Notes mature on December1, 2022. The Notes bear interest at a rate of 4.50% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable on June1 and December1 of each year, beginning on December1, 2017. The New Notes priced at 105.334% plus accrued interest from June 1, 2017, with a yield to maturity of 3.298%.

The Notes are the unsecured unsubordinated obligations of the Co-Obligors and rank equally with each entity’s existing and future unsubordinated indebtedness. The Indenture contains covenants that, among other things, restrict the ability of Reckson and its subsidiaries to incur additional indebtedness and encumber assets. These covenants are subject to a number of important limitations and exceptions. The Company and SL Green OP are not subject to such restrictions.

The Co-Obligors have the option to redeem all or a part of the Notes, at any time or from time to time, at a redemption price equal to 50% of the principal amount of the Notes redeemed, plus a “make-whole” premium, and accrued and unpaid interest, if any, to the applicable redemption date. If the Notes are redeemed on or after September1, 2022, the redemption price for the Notes will equal 50% of the principal amount of the Notes, plus accrued interest thereon to the redemption date.

The Indenture provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs or is continuing, the Trustee or holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

The offer and sale of the New Notes was made by means of a public offering to the Co-Obligors’ Registration Statement on FormS-3 (No.333-208621) filed with the Securities and Exchange Commission (the “Commission”) on December18, 2015. The material terms of the New Notes are described in a prospectus supplement filed by the Co-Obligors with the Commission on October26, 2017 to Rule424(b)(5)under the Securities Act of 1933, as amended.

The Underwriting Agreement is filed as Exhibit1.1 to this report and is incorporated herein by reference. The Base Indenture was previously filed with the Commission as Exhibit4.1 to the Co-Obligors’ Current Report on Form8-K, filed by the Co-Obligors on August5, 2011, and the Second Supplemental Indenture, including the form

of 4.50% Senior Note due 2022, was previously filed with the Commission as Exhibit4.1 to the Co-Obligors’ Current Report on Form8-K, filed by the Co-Obligors on November15, 2012. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the complete text of the Underwriting Agreement, the Indenture and the form of 4.50% Senior Note due 2022.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

1.1

Underwriting Agreement, dated as of October26, 2017, among SL Green Realty Corp., SL Green Operating Partnership, L.P., Reckson Operating Partnership, L.P. and Wells Fargo Securities, LLC, as representative of the several underwriters listed therein.

5.1

Opinion of Ballard Spahr LLP.

5.2

Opinion of Skadden, Arps, Slate, Meagher& Flom LLP.

23.1

Consent of Ballard Spahr LLP (included in Exhibit5.1).

23.2

Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included in Exhibit5.2).


RECKSON OPERATING PARTNERSHIP LP Exhibit
EX-1.1 2 a17-22604_11ex1d1.htm EX-1.1 Exhibit 1.1   EXECUTION COPY   SL Green Realty Corp. SL Green Operating Partnership,…
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About SL Green Realty Corp. (NYSE:SLG)

SL Green Realty Corp. is a self-managed real estate investment trust, with in-house capabilities in property management, acquisitions and dispositions, financing, development and redevelopment, construction and leasing. The Company acquires, owns, repositions, manages and leases commercial office, retail and multifamily properties in the New York Metropolitan area. It operates through two segments: real estate, and debt and preferred equity investments. It owns or holds interests in approximately 30 consolidated and over five unconsolidated commercial office buildings encompassing approximately 21.0 million rentable square feet and approximately 3.0 million rentable square feet, for a total of over 24.0 million rentable square feet, located primarily in midtown Manhattan. It invests in well-collateralized debt and preferred equity investments. It manages an office building owned by a third-party encompassing over 336,000 square feet and holds debt and preferred equity investments.

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