Common Stock
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):
December 9, 2019 (December 6, 2019)
SL GREEN REALTY CORP.
(Exact name of registrant as specified in its charter)
| Maryland |
| (State of Incorporation) |
| 1-13199 | | 13-3956775 |
| (Commission File Number) | | (I.R.S. employer identification number) |
420 Lexington Avenue
New York, New York | | 10170 |
| (Address of principal executive offices) | | (Zip Code) |
(212) 594-2700
(Registrant’s telephone number, including area code)
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | | Trading Symbol | | Title of Each Class | | Name of Each Exchange on Which
Registered |
| SL Green Realty Corp. | | SLG | | Common Stock, $0.01 par value | | New York Stock Exchange |
| SL Green Realty Corp. | | SLG.PRI | | 6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par value | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
| Item 7.01. | Regulation FD Disclosure |
Members of senior management of SL Green Realty Corp. (the “Company”) will make a presentation during the Company’s 2019 Annual Investor Conference on Monday, December 9, 2019 (the “Investor Conference”). At the Investor Conference, the Company will provide its earnings guidance for the year ending December 31, 2020 of net income per share of $7.43 to $7.53, and Funds From Operations (“FFO”) per share of $7.25 to $7.35. In addition, the Company will revise its previously announced earnings guidance of net income per share of $2.70 to $2.80, and FFO per share of $6.85 to $6.95 for the year ending December 31, 2019 to $3.33 to $3.37 of net income per share, and $6.98 to $7.02 of FFO per share.
The presentation will be available online via webcast on our corporate website at www.slgreen.com under the “Investors - Presentations & Webcasts” section. An audio replay and a copy of the presentation will be available on our corporate website following the Investor Conference.
The following table reconciles estimated net income per share (diluted) to FFO per share (diluted) for the years ending December 31, 2019 and 2020.
| | | Year Ending | | | Year Ending | |
| | | December 31, | | | December 31, | |
| | | 2019 | | | 2019 | | | 2020 | | | 2020 | |
| Net income per share attributable to SL Green stockholders (diluted) | | $ | 3.33 | | | $ | 3.37 | | | $ | 7.43 | | | $ | 7.53 | |
| Add: | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | | 3.16 | | | | 3.16 | | | | 2.84 | | | | 2.84 | |
| Joint ventures depreciation and noncontrolling interests adjustments | | | 2.19 | | | | 2.19 | | | | 2.27 | | | | 2.27 | |
| Depreciable real estate reserve | | | 0.08 | | | | 0.08 | | | | — | | | | — | |
| Less: | | | | | | | | | | | | | | | | |
| Net loss attributable to noncontrolling interests | | | 0.04 | | | | 0.04 | | | | 0.04 | | | | 0.04 | |
| Gain on sale of real estate and discontinued operations, net | | | 0.03 | | | | 0.03 | | | | 5.22 | | | | 5.22 | |
| Equity in net gain on sale of interest in unconsolidated joint venture / real estate | | | 0.88 | | | | 0.88 | | | | — | | | | — | |
| Purchase price and other fair value adjustments | | | 0.80 | | | | 0.80 | | | | — | | | | — | |
| Depreciation on non-real estate assets | | | 0.03 | | | | 0.03 | | | | 0.03 | | | | 0.03 | |
| Funds From Operations per share attributable to SL Green common stockholders and noncontrolling interests (diluted) | | $ | 6.98 | | | $ | 7.02 | | | $ | 7.25 | | | $ | 7.35 | |
The information being furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. This information will not be deemed an admission as to the materiality of such information that is required to be disclosed solely by Regulation FD.
On December 6, 2019, the Company issued a press release announcing that the Company’s Board of Directors has increased the Company’s quarterly dividend on its common stock and OP units by 4.1%, resulting in a new annual dividend of $3.54 per share, and declared the fourth quarter dividend of $0.885 per share of common stock. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On December 6, 2019, the Company issued a press release announcing that the Company’s Board of Directors authorized an increase to the size of its share repurchase program by an additional $500 million. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant 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 thereunto duly authorized.
| | SL GREEN REALTY CORP. |
| | |
| | |
| | /s/ Matthew J. DiLiberto |
| | Matthew J. DiLiberto |
| | Chief Financial Officer |
| | |
| Date: December 9, 2019 | |
