VORNADO REALTY TRUST (NYSE:VNO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included under Item 3.02 above is incorporated by reference into this Item 5.03
In connection with the Public Offering, the Company caused Articles Supplementary classifying 13,800,000 of the Company’s authorized preferred shares of beneficial interest as SeriesM Preferred Shares (the “Articles Supplementary”) to be executed under seal in its name and filed with the Maryland State Department of Assessments and Taxation on December12, 2017. A copy of the Articles Supplementary was filed as Exhibit3.7 to the Company’s Registration Statement on Form8-A, dated December13, 2017, and is incorporated herein by reference.
The SeriesM Preferred Shares will rank senior to the Company’s common shares and any other junior shares that the Company may issue in the future, and on parity with the Company’s SeriesA Convertible Preferred Shares, SeriesD-10 Cumulative Redeemable Preferred Shares, SeriesD-11 Cumulative Redeemable Preferred Shares, SeriesD-12 Cumulative Redeemable Preferred Shares, SeriesD-14 Cumulative Redeemable Preferred Shares, SeriesD-15 Cumulative Redeemable Preferred Shares, SeriesG Cumulative Redeemable Preferred Shares, SeriesI Cumulative Redeemable Preferred Shares, SeriesK Cumulative Redeemable Preferred Shares, SeriesL Cumulative Redeemable Preferred Shares and any other parity shares that the Company may issue in the future, in each case with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up, all as set forth in the Articles Supplementary.
In connection with the Private Placement, on December13, 2017, the Company, as the General Partner of the Operating Partnership, amended the Operating Partnership’s limited partnership agreement to designate and authorize the issuance of up to 13,800,000 of the Operating Partnership’s SeriesM Preferred Units. A copy of that amendment is attached hereto as Exhibit3.2 and incorporated herein by reference.
The Operating Partnership’s SeriesM Preferred Units will rank, as to distributions and upon liquidation, senior to the ClassA Common Units of limited partnership interest in the Operating Partnership and on parity with (i)other preferred units in the Operating Partnership currently outstanding, as set forth in the amendment to the Operating Partnership’s limited partnership agreement attached hereto as Exhibit3.2 and incorporated herein by reference, and (ii)any other units issued in the future and designated as “Parity Units.”
Item 8.01. Other Events.
The information included under Item 3.02 above is incorporated by reference into this Item 8.01.
A copy of the Underwriting Agreement is attached hereto as Exhibit1.1 and incorporated herein by reference. The opinion of Venable LLP with respect to the validity of the SeriesM Preferred Shares is attached hereto as Exhibit5.1 and incorporated herein by reference.
