VORNADO REALTY TRUST (NYSE:VNO) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD
Disclosure.
Vornado Realty Trust (NYSE:VNO) today announced that its
subsidiary, JBG SMITH Properties (JBG SMITH), has filed a
Registration Statement on Form10 (the Form10) with the U.S.
Securities and Exchange Commission (the SEC) in connection with
Vornados previously announced plan to spin off its Washington, DC
metropolitan area business into JBG SMITH, which will become a
new publicly traded real estate investment trust, or REIT. Also
as previously announced, immediately following the spin off, JBG
Smith will be combined with the management business and certain
Washington DC metropolitan area real estate assets and other
assets (the JBG Included Assets) of The JBG Companies to the
Master Transaction Agreement, dated October31, 2016 (the MTA), by
and among Vornado Realty Trust, Vornado Realty L.P., JBG
Properties,Inc., JBG/Operating Partners, L.P., certain affiliates
of JBG Properties,Inc. and JBG/Operating Partners, L.P., JBG
SMITH and JBG SMITH Properties LP.
The Form10 contains preliminary information about the potential
terms and conditions of the spin-off of JBG SMITH and the
combination of JBG SMITH with the JBG Included Assets (the
Transactions). It also contains preliminary information about JBG
SMITH as a stand-alone company following the Transactions,
including financial, capital structure, business and properties,
risk factor and management and governance information. The Form10
will be revised and updated in future amendments filed with the
SEC.
The Transactions are subject to certain conditions, including the
SEC declaring that JBG SMITHs registration statement is
effective, filing and approval of JBG SMITHs listing application
with the New York Stock Exchange, the absence of any law, order
or injunction prohibiting the consummation of the Transactions,
and no more than 40% of the JBG Included Properties (as defined
in the MTA) and no more than 20% of the Vornado Included
Properties (as defined in the MTA) (each percentage based on the
initial asset values agreed to by the parties in the MTA) having
been designated as Kickout Interests (as defined in the MTA) and
therefore prevented from being transferred to JBG SMITH in the
Transactions.
Vornados obligation to consummate the Transactions is further
subject to certain additional conditions, including the receipt
by Vornado and JBG SMITH of certain legal opinions, and certain
key individuals having remained employed by the JBG Parties (as
defined below) through the date of the consummation of the
Transactions and not having repudiated their employment
agreements with JBG SMITH prior to the consummation of the
Transactions. The obligation of JBG Properties,Inc.,
JBG/Operating Partners, L.P. and their respective affiliates
(collectively, the JBG Parties) to consummate the Transactions is
also subject to certain additional conditions, including the
receipt by the JBG Parties and JBG SMITH of certain legal
opinions.
The Form10 is available in the Investor Relations section on
Vornados website, www.vno.com.
Vornado Realty Trust is a fully-integrated equity real estate
investment trust.
Certain statements contained herein may constitute
forward-looking statements as such term is defined in Section27A
of the Securities Act of 1933, as amended (the Securities Act),
and Section21E of the Securities Exchange Act of 1934, as amended
(the Exchange Act). Forward-looking statements are not guarantees
of future performance. They represent our intentions, plans,
expectations and beliefs and are subject to numerous assumptions,
risks and uncertainties. Consequently, the future results,
financial condition and business of Vornado and of JBG SMITH may
differ materially from those expressed or implied in these
forward-looking statements. You can find many of these statements
by looking for words such as approximates, believes, expects,
anticipates, estimates, intends, plans, would, may or similar
expressions in this Current Report on Form8-K. We also note the
following forward-looking statements: in the case of our
development and redevelopment projects, the estimated completion
date, estimated project cost and cost to complete; and estimates
of future capital expenditures, dividends to common and preferred
shareholders and operating partnership distributions. Many of the
factors that will determine the outcome of these and our other
forward-looking statements are beyond our ability to control or
predict. These factors include, among others: uncertainties as to
the
timing of the Transactions and whether they will be completed,
the possibility that various closing conditions to the
Transactions may not be satisfied or waived, the expected tax
treatment of the Transactions, the composition of JBG SMITHs
portfolio following the completion of the Transactions, the
possibility that third-party consents required to transfer
certain properties in the Transactions will not be received,
the impact of the Transactions on the businesses of Vornado and
JBG SMITH, the timing of and costs associated with property
improvements, financing commitments, and general competitive
factors. For further discussion of factors that could
materially affect the outcome of our forward-looking statements
and other risks and uncertainties, see Risk Factors in Vornados
annual and quarterly periodic reports filed with the SEC. For
these statements, we claim the protection of the safe harbor
for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. You are cautioned not
to place undue reliance on our forward-looking statements. All
subsequent written and oral forward-looking statements
attributable to us or any person acting on our behalf are
expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. We do not
undertake any obligation to release publicly any revisions to
our forward-looking statements to reflect events or
circumstances occurring after the date of this Current Report
on Form8-K.
In accordance with General Instruction B.2 of Form8-K, the
information in this Item 7.01 or furnished with this Current
Report on Form8-K shall not be deemed filed for purposes of
Section18 of the Exchange Act, or otherwise subject to the
liabilities under that Sectionand shall not be deemed to be
incorporated by reference into any filing of Vornado or Vornado
Realty L.P., the operating partnership through which Vornado
conducts its business, under the Securities Act or the Exchange
Act.
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.
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VORNADO REALTY TRUST |
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(Registrant) |
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By: |
/s/ Stephen W. Theriot |
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Name: |
Stephen W. Theriot |
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Title: |
Chief Financial Officer, Vornado Realty Trust |
Date: January23, 2017
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. VORNADO REALTY TRUST (NYSE:VNO) Recent Trading Information
VORNADO REALTY TRUST (NYSE:VNO) closed its last trading session down -0.24 at 107.43 with 628,170 shares trading hands.
