SL Green Realty Corp. Files 8-K on Definitive Agreement

TL;DR

SLG filed an 8-K on Nov 21, 2024, detailing a material definitive agreement and unregistered equity sales.

AI Summary

On November 21, 2024, SL Green Realty Corp. entered into a material definitive agreement related to its Series I Preferred Stock. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions and potential changes in SL Green's capital structure or financial arrangements.

Risk Assessment

Risk Level: medium — The filing involves definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• SL Green Realty Corp. (company) — Filer
• SL Green Operating Partnership, L.P. (company) — Related Filer
• 2024-11-21 (date) — Report Date
• Series I Preferred Stock (security) — Subject of Agreement

FAQ

Key Financial Figures

• $0.01 — reen Realty Corp. SLG Common Stock, $0.01 par value New York Stock Exchange S
• $79.00 — rwriters"), at a price to the public of $79.00 per share. In connection with the Offer
• $386.3 million — from the Offering will be approximately $386.3 million ($444.3 million if the Underwriters exe
• $444.3 million — g will be approximately $386.3 million ($444.3 million if the Underwriters exercise their opti

Filing Documents

• tm2429447d1_8k.htm (8-K) — 45KB
• tm2429447d1_ex1-1.htm (EX-1.1) — 214KB
• tm2429447d1_ex5-1.htm (EX-5.1) — 20KB
• tm2429447d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-122599.txt ( ) — 576KB
• slg-20241121.xsd (EX-101.SCH) — 4KB
• slg-20241121_def.xml (EX-101.DEF) — 28KB
• slg-20241121_lab.xml (EX-101.LAB) — 38KB
• slg-20241121_pre.xml (EX-101.PRE) — 26KB
• tm2429447d1_8k_htm.xml (XML) — 9KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 25, 2024, SL Green Realty Corp. (the "Company") completed an underwritten public offering (the "Offering") of 5,063,291 shares of its common stock, par value $0.01 per share (the "Common Stock"). The shares were sold to Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC, BMO Capital Markets Corp. and Deutsche Bank Securities Inc., as the representatives of the several underwriters named in Schedule I to the underwriting agreement (the "Underwriting Agreement"), dated November 21, 2024 (collectively, the "Underwriters"), at a price to the public of $79.00 per share. In connection with the Offering, the Company has granted the Underwriters a 30-day option to purchase up to an additional 759,493 shares of Common Stock. The Company estimates that net proceeds from the Offering will be approximately $386.3 million ($444.3 million if the Underwriters exercise their option to purchase additional shares in full), after deducting estimated offering expenses payable by the Company. The Company intends to contribute the net proceeds from the offering to SL Green Operating Partnership, L.P., the Company's operating partnership (the "Operating Partnership"), in exchange for additional units of limited partnership interest in the Operating Partnership, which have substantially identical economic terms as the Common Stock. The Company expects the Operating Partnership to use the net proceeds from the Offering for general corporate purposes, which may include new debt and equity investment opportunities and the repayment of a portion of its outstanding indebtedness. The Offering was made pursuant to the Underwriting Agreement. The Underwriters and their affiliates have from time to time performed, and may in the future perform, various financial advisory and investment banking services for the Company, including with respect to serving as lenders and/or agents under its credit facil

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities. The information set forth under Item 1.01 above with respect to the Operating Partnership's issuance of units of limited partnership interest is incorporated by reference herein. The units of limited partnership interest will be issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 1.1 Underwriting Agreement, dated November 21, 2024, among SL Green Realty Corp., SL Green Operating Partnership, L.P. and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, TD Securities (USA) LLC, BMO Capital Markets Corp. and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule I thereto. 5.1 Opinion of Ballard Spahr LLP. 23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. SL GREEN REALTY CORP. /s/ Matthew J. DiLiberto Matthew J. DiLiberto Chief Financial Officer SL GREEN OPERATING PARTNERSHIP, L.P. By: SL GREEN REALTY CORP., its general partner /s/ Matthew J. DiLiberto Matthew J. DiLiberto Chief Financial Officer Date: November 25, 2024

View Full Filing

View this 8-K filing on SEC EDGAR