Common Stock
| | |
| CIK | 0001492869 |
| Addess Line 1 | One Vanderbilt Avenue |
| City | New York |
| State | New York |
| Postal Code | 10017 |
| Document Period Date | October 26, 2022 |
| Form Type | 8-K |
| City Area Code | 212 |
| Local Phone Number | 594-2700 |
| Writing Communication | ¨ |
| Soliciting Material | ¨ |
| Pre commencement Tender Offer | ¨ |
| Pre commencement Issuer Tender Offer | ¨ |
| Emerging Growth Company | ¨ |
| Amendment Flag | ¨ |
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):
October 26, 2022
SL GREEN REALTY CORP.
SL GREEN OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
| Maryland | 1-13199 | 13-3956775 |
(State or Other Jurisdiction
Of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification
Number) |
| Delaware | 333-167793-02 | 13-3960938 |
(State or Other Jurisdiction
Of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification
Number) |
| | One Vanderbilt Avenue
New York, New York 10017
(Address of principal executive offices, including zip code) | |
(212) 594-2700
(Registrants’ 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(see General Instruction A.2. below):
¨ 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 1.01 Entry into a Material Definitive Agreement.
Twenty-Ninth Amendment to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P.
On October 26, 2022, SL Green Realty Corp. (the “Company”), as the general partner of SL Green Operating Partnership, L.P. (the “Operating Partnership”), entered into a twenty-ninth amendment (the “Twenty-Ninth Amendment”) to the Operating Partnership’s First Amended and Restated Agreement of Limited Partnership, dated August 20, 1997 (as amended through the date hereof, the “Partnership Agreement”), providing the Operating Partnership the ability to make a tax election described in New York Tax Law Section 868 with respect to 2022 and any subsequent taxable year of the Operating Partnership and to pay, on behalf of each of its eligible partners, tax imposed by New York Tax Law Section 869 and any estimates thereof, which is intended to allow each eligible partner to receive its applicable credit against its New York City tax obligations and to be allocated a corresponding deduction for U.S. federal income tax purposes by the Operating Partnership. The Twenty-Ninth Amendment further provides that the Operating Partnership shall have the authority, subject to certain conditions set forth in the Partnership Agreement, to withhold cash amounts otherwise due to each partner under the Operating Partnership up to the amount of New York and New York City taxes that the Operating Partnership has paid on such partner’s behalf (the “PTET Deficit”). As further described in the Partnership Agreement, if any partner has a PTET Deficit in excess of $1 million, then such partner will be required, upon written request from the Company, to repay the amount of such PTET Deficit as indicated by the Company in such written request and to grant a security interest over such partner’s limited partnership units to secure such repayment obligation.
The foregoing description of the Twenty-Ninth Amendment is qualified in its entirety by reference to the Twenty-Ninth Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | SL GREEN REALTY CORP. |
| | | |
| | By: | /s/ Andrew S. Levine |
| | | Andrew S. Levine |
| | | Executive Vice President, Chief Legal Officer and General Counsel |
| | | SL GREEN OPERATING PARTNERSHIP, L.P. |
| | |
| | | By: SL GREEN REALTY CORP., its general partner |
| | | |
| | By: | /s/ Andrew S. Levine |
| | | Andrew S. Levine |
| | | Executive Vice President, Chief Legal Officer and General Counsel |
| Date: October 28, 2022 | | |
