VORNADO REALTY TRUST (NYSE:VNO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

VORNADO REALTY TRUST (NYSE:VNO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 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.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

1.1 Underwriting Agreement, dated December4, 2017, among Vornado Realty Trust, Vornado Realty L.P. and Merrill Lynch, Pierce, Fenner& Smith Incorporated, Morgan Stanley& Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as the underwriters.

3.1 Articles Supplementary Classifying Vornado Realty Trust’s 5.25% SeriesM Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value — Incorporated by reference to Exhibit3.7 to Vornado Realty Trust’s Registration Statement on Form8-A (File No.001-11954), filed on December13, 2017.

3.2 Forty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P.

5.1 Opinion of Venable LLP as to validity of the SeriesM Preferred Shares.

23.1 Consent of Venable LLP (included in Exhibit5.1).

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 hereunto duly authorized.

VORNADO REALTY TRUST

(Registrant)

By:

/S/ Joseph Macnow

Name:

Joseph Macnow

Title:

Executive Vice President – Chief Financial Officer and Chief Administrative Officer (duly authorized officer and principal financial officer)

Date: December13, 2017


VORNADO REALTY TRUST Exhibit
EX-1.1 2 a17-27898_6ex1d1.htm EX-1.1 Exhibit 1.1   EXECUTION VERSION       VORNADO REALTY TRUST   (a Maryland real estate investment trust)   5.25% Series M Cumulative Redeemable Preferred Shares of Beneficial Interest   (Liquidation Preference $25.00 Per Share)   UNDERWRITING AGREEMENT   Dated:  December 4,…
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About VORNADO REALTY TRUST (NYSE:VNO)

Vornado Realty Trust is a fully integrated real estate investment trust (REIT). The Company conducts its business through, and its interests in properties are held by, Vornado Realty L.P. (the Operating Partnership). It is the sole general partner of, and owns common limited partnership interest in the Operating Partnership. Its segments include New York and Washington, DC. The New York segment consists of approximately 29.3 million square feet in over 80 properties. The Washington, DC segment consists of over 70 properties aggregating approximately 20 million square feet, which consists of over 15.8 million square feet of office space in over 60 properties, seven residential properties containing over 2,410 units and a hotel property. It also owns approximately 3.6 million square foot Mart (theMart) in Chicago; interest in 555 California Street; interest in Vornado Capital Partners, its real estate fund; interest in Toys “R” Us, Inc., and other real estate and other investments.

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