UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State of Incorporation) |
| (Commission File Number) | (I.R.S. employer identification number) |
(Zip Code) |
(Address of principal executive offices)
(
(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:
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. | ||||||
| SL Green Realty Corp. |
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 2021 Annual Investor Conference on Monday, December 6, 2021 (the “Investor Conference”). At the Investor Conference, the Company will provide its earnings guidance for the year ending December 31, 2022 of net income per share of $0.46 to $0.76, and Funds From Operations (“FFO”) per share of $6.70 to $7.00. In addition, the Company will affirm its previously announced earnings guidance for the year ending December 31, 2021 of FFO per share of $6.45 to $6.65.
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, 2021 and 2022.
| Year Ending December 31, | Year Ending December 31, | |||||||||||||||
| 2021 (1) | 2021 (1) | 2022 (1) | 2022 (1) | |||||||||||||
| Net income per share attributable to SL Green stockholders (diluted) | $ | 6.97 | $ | 7.17 | $ | 0.46 | $ | 0.76 | ||||||||
| Add: | ||||||||||||||||
| Depreciation and amortization | 2.98 | 2.98 | 3.21 | 3.21 | ||||||||||||
| Joint ventures depreciation and noncontrolling interests adjustments | 3.32 | 3.32 | 3.35 | 3.35 | ||||||||||||
| Net loss attributable to noncontrolling interests | (0.04 | ) | (0.04 | ) | — | — | ||||||||||
| Depreciable real estate reserve | 0.32 | 0.32 | — | — | ||||||||||||
| Less: | ||||||||||||||||
| Gain on sale of real estate and discontinued operations, net | 4.04 | 4.04 | 0.28 | 0.28 | ||||||||||||
| Equity in net gain on sale of interest in unconsolidated joint venture / real estate | 0.14 | 0.14 | — | — | ||||||||||||
| Purchase price and other fair value adjustments | 2.88 | 2.88 | — | — | ||||||||||||
| Depreciation on non-real estate assets | 0.04 | 0.04 | 0.04 | 0.04 | ||||||||||||
| Funds From Operations per share attributable to SL Green common stockholders and noncontrolling interests (diluted) | $ | 6.45 | $ | 6.65 | $ | 6.70 | $ | 7.00 | ||||||||
(1) The weighted-average share counts used herein do not reflect the impact on share counts of the Company's stock dividend and reverse stock split announced on December 2, 2021 as the number of shares to be issued in connection with the dividend and the split ratio for the reverse stock split will be determined in January of 2022.
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.
| 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 6, 2021 |
Cover |
Dec. 06, 2021 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 06, 2021 |
| Entity File Number | 1-13199 |
| Entity Registrant Name | SL GREEN REALTY CORP. |
| Entity Central Index Key | 0001040971 |
| Entity Tax Identification Number | 13-3956775 |
| Entity Incorporation, State or Country Code | MD |
| Entity Address, Address Line One | One Vanderbilt Avenue |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10017 |
| City Area Code | 212 |
| Local Phone Number | 594-2700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Common Stock | |
| Title of 12(b) Security | Common Stock, $0.01 par value |
| Trading Symbol | SLG |
| Security Exchange Name | NYSE |
| Preferred Stock | |
| Title of 12(b) Security | 6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par value |
| Trading Symbol | SLG.PRI |
| Security Exchange Name | NYSE |