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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/28/22 SL Green Realty Corp. 8-K:1,9 10/26/22 12:284K Toppan Merrill/FA SL Green Operating Partnership, L.P. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 48K 2: EX-10.1 Material Contract HTML 16K 7: R1 Cover HTML 57K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2229193d1_8k_htm XML 27K 9: EXCEL IDEA Workbook of Financial Reports XLSX 9K 4: EX-101.DEF XBRL Definitions -- slg-20221026_def XML 78K 5: EX-101.LAB XBRL Labels -- slg-20221026_lab XML 109K 6: EX-101.PRE XBRL Presentations -- slg-20221026_pre XML 74K 3: EX-101.SCH XBRL Schema -- slg-20221026 XSD 15K 11: JSON XBRL Instance as JSON Data -- MetaLinks 28± 36K 12: ZIP XBRL Zipped Folder -- 0001104659-22-112499-xbrl Zip 27K
| CIK | 0001492869 |
| Addess Line 1 | i One Vanderbilt Avenue |
| City | i New York |
| State | i New York |
| Postal Code | i 10017 |
| Document Period Date | i October 26, 2022 |
| Form Type | i 8-K |
| City Area Code | i 212 |
| Local Phone Number | i 594-2700 |
| Writing Communication | i ¨ |
| Soliciting Material | i ¨ |
| Pre commencement Tender Offer | i ¨ |
| Pre commencement Issuer Tender Offer | i ¨ |
| Emerging Growth Company | i ¨ |
| Amendment Flag | ¨ |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
i SL GREEN OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
| i Maryland | i 1-13199 | i 13-3956775 |
| (State or Other Jurisdiction Of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| i Delaware | i 333-167793-02 | i 13-3960938 |
| (State or Other
Jurisdiction Of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| i One Vanderbilt Avenue i New York, i New York i 10017 (Address of principal executive offices, including zip code) |
(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):
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ 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:
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).
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 ¨
C:
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
| Exhibit Number | Description |
| 10.1 | Twenty-Ninth Amendment, dated October 26, 2022, to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
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 | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/28/22 | None on these Dates | ||
| For Period end: | 10/26/22 | |||
| 8/20/97 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 SL Green Realty Corp. 10-K 12/31/23 153:23M 2/17/23 SL Green Realty Corp. 10-K 12/31/22 140:26M |