(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:
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[i☐]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[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:
Registrant
Trading Symbol
Title of Each Class
Name
of Each Exchange on Which Registered
SL Green Realty Corp.
iSLG
iCommon Stock, $0.01 par value
iNew
York Stock Exchange
SL Green Realty Corp.
iSLG.PRI
i6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par value
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 [i☐]
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 2022 Annual Investor Conference on Monday, December 5, 2022 (the “Investor
Conference”). At the Investor Conference, the Company will provide its earnings guidance for the year ended December 31, 2023 of net loss per share of ($1.27) to ($0.97), and Funds From Operations (“FFO”) per share of $5.30 to $5.60. In addition, the Company will affirm its previously announced earnings guidance for the year ending December 31, 2022 of FFO per share of $6.70 to $7.00.
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, 2022 and 2023.
Net income (loss) per share attributable to SL Green stockholders (diluted)
$
0.38
$
0.68
$
(1.27)
$
(0.97)
Add:
Depreciation
and amortization
2.80
2.80
3.13
3.13
Joint ventures depreciation and noncontrolling interests adjustments
3.62
3.62
4.62
4.62
Net
income (loss) attributable to noncontrolling interests
0.02
0.02
(0.03)
(0.03)
Depreciable real estate reserve
—
—
—
—
Less:
Gain
on sale of real estate and discontinued operations, net
0.08
0.08
1.11
1.11
Equity in net gain on sale of interest in unconsolidated joint venture / real estate
—
—
—
—
Purchase
price and other fair value adjustments
—
—
—
—
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)
$
6.70
$
7.00
$
5.30
$
5.60
The information being furnished pursuant to this “Item 7.01. Regulation FD Disclosure” 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 8.01.Other Events
On December 5, 2022, the Company issued a press release
announcing that its board of directors has reduced the annual ordinary dividend on the Company's common stock and units of its operating partnership by 12.9%, to $3.25 per share. The ordinary dividend will continue to be paid in cash on a monthly basis. The first monthly ordinary dividend of $0.2708 per share is payable on January 17, 2023, to stockholders of record at the close of business on December 30, 2022 (the "Record Date").
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.
