UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
June 26, 2014
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland |
| No. 001-11954 |
| No. 22-1657560 |
(State or Other |
| (Commission |
| (IRS Employer |
Jurisdiction of |
| File Number) |
| Identification No.) |
Incorporation) |
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VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware |
| No. 001-34482 |
| No. 13-3925979 |
(State or Other |
| (Commission |
| (IRS Employer |
Jurisdiction of |
| File Number) |
| Identification No.) |
Incorporation) |
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888 Seventh Avenue |
| 10019 |
(Address of Principal Executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (212) 894-7000
Former name or former address, if changed since last report: N/A
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 Instructions A.2.):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
Vornado Realty Trust (NYSE:VNO) today announced that its subsidiary, Vornado SpinCo (“SpinCo”), has filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission ("SEC") in connection with Vornado’s previously announced plan to spin-off itsshopping center business, consisting of 80 strip shopping centers,four malls and a warehouse park, into a new publicly traded REIT (SpinCo).
The Form 10 contains preliminary information about the potential terms and conditions of the spin-off of SpinCo. It also contains preliminary information about SpinCo as a stand-alone company including financial, capital structure, business, risk factors and management and governance information. The Form 10 will be revised and updated in future amendments.
The transaction is subject to certain conditions, including the SEC declaring that SpinCo’s registration statement is effective, filing and approval of SpinCo’s listing application, receipt of third party consents, and formal approval and declaration of the distribution by Vornado’s Board of Trustees. Vornado may, at any time and for any reason until the proposed transaction is complete, abandon the separation or modify or change its terms.
The Form 10 is available in the Investor Relations section on Vornado’s website, www.vno.com.
Vornado Realty Trust is a fully-integrated equity real estate investment trust.
Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others: uncertainties as to the timing of the spin-off and whether it will be completed, the possibility that various closing conditions to the spin-off may not be satisfied or waived, the expected tax treatment of the spin-off, the composition of the spin-off portfolio, the possibility that third-party consents required to transfer certain properties in the spin-off will not be received, the impact of the spin-off on the businesses of Vornado and SpinCo, 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 Vornado’s 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 press release.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 or furnished with this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and 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 of 1933, as amended, or the Exchange Act.
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SIGNATURE
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 hereunto duly authorized.
VORNADO REALTY TRUST | |||
(Registrant) | |||
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By: | /s/ Stephen W. Theriot | ||
Name: | Stephen W. Theriot | ||
Title: | Chief Financial Officer, Vornado Realty Trust | ||
Date: June 26, 2014
SIGNATURE
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 hereunto duly authorized.
VORNADO REALTY L.P. | |||
(Registrant) | |||
By: | VORNADO REALTY TRUST, | ||
| Sole General Partner | ||
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By: | /s/ Stephen W. Theriot | ||
Name: | Stephen W. Theriot | ||
Title: | Chief Financial Officer, Vornado Realty Trust | ||
Date: June 26, 2014
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