Sl Green Realty Corp S-3ASR, filed Nov 21, 2024

Sl Green Realty Corp (SLG)

S-3ASR 2024-11-21

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	Page
ABOUT THIS PROSPECTUS		ii
INFORMATION ABOUT SL GREEN REALTY CORP.		1
INFORMATION ABOUT SL GREEN OPERATING PARTNERSHIP, L.P.		3
RISK FACTORS		4
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE		5
USE OF PROCEEDS		7
DESCRIPTION OF COMMON STOCK		8
DESCRIPTION OF PREFERRED STOCK		10
DESCRIPTION OF DEPOSITARY SHARES		16
DESCRIPTION OF WARRANTS		20
DESCRIPTION OF DEBT SECURITIES		21
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES		24
CERTAIN ANTI-TAKEOVER PROVISIONS OF MARYLAND LAW		25
RESTRICTIONS ON OWNERSHIP OF CAPITAL STOCK		28
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		30
SELLING STOCKHOLDERS		46
PLAN OF DISTRIBUTION		47
LEGAL MATTERS		49
EXPERTS		49
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		49

	Consolidated				Unconsolidated				Total
Location Type	Number of Buildings		Approximate Square Feet (unaudited)		Number of Buildings		Approximate Square Feet (unaudited)		Number of Buildings		Approximate Square Feet (unaudited)		Weighted Average Leased Occupancy(1)
Commercial:
Manhattan
Office		14		8,753,441		10		13,009,149		24		21,762,590		89.9%
Retail		1		22,648		1		12,946		2		35,594		100.0%
Development/ Redevelopment		2(2)		880,771		1		1,385,484		3		2,266,255		N/A
		17		9,656,860		12		14,407,579		29		24,064,439		89.9%
Suburban Office		7		862,800		—		—		7		862,800		73.6%
Total Commercial properties		24		10,519,660		12		14,407,579		36		24,927,239		89.3%
Residential:
Manhattan Residential		1(2)		140,382		1		221,884		2		362,266		99.0%
Total core portfolio		25		10,660,042		13		14,629,463		38		25,289,505		89.4%
Alternative Strategy Portfolio(3)		1		7,848		8		3,694,956		9		3,702,804		49.4%

Document			Period
SL Green Realty Corp.’s Annual Report on Form 10-K (File No. 1-13199)			Year ended December 31, 2023
SL Green Realty Corp.’s Quarterly Report on Form 10-Q (File No. 1-13199)			Quarter ended March 31, 2024 Quarter ended June 30, 2024 Quarter ended September 30, 2024 Filed
SL Green Realty Corp.’s Current Reports on Form 8-K (File No. 1-13199)			February 2, 2024 June 4, 2024 Filed
SL Green Realty Corp.’s Definitive Proxy Statement on Schedule 14A (File No. 1-13199)			April 19, 2024 Filed
Description of SL Green Realty Corp.’s common stock contained in Exhibit 4.6 of SL Green Realty Corp.’s Annual Report on Form 10-K (File No. 1-13199)			February 23, 2023

Document			Period
SL Green Operating Partnership, L.P.’s Annual Report on Form 10-K (File No. 333-1677793-02)			Year ended December 31, 2023
SL Green Operating Partnership, L.P.’s Quarterly Report on Form 10-Q (File No. 333-167793-02)			Quarter ended March 31, 2024 Quarter ended June 30, 2024 Quarter ended September 30, 2024 Filed
SL Green Operating Partnership, L.P.’s Current Reports on Forms 8-K (File No. 333-167793-02)			February 2, 2024

SEC Registration Fee	$	*
Accounting Fees and Expenses	$	**
Legal Fees and Expenses	$	**
Printing Fees	$	**
Transfer Agent’s and Trustee’s Fees and Expenses	$	**
Rating Agency Fees	$	**
Stock Exchange Listing Fees	$	**
Miscellaneous	$	**
Total	$	**

	1.1			Form of Underwriting Agreement, if applicable.(†)
	4.1			Articles of Restatement, incorporated by reference to SL Green’s Form 10-Q, dated July 11, 2014, filed with the SEC on August 11, 2014.
	4.2			Articles of Amendment to the Articles of Restatement, incorporated by reference to SL Green’s Form 8-K, dated July 18, 2017, filed with the SEC on July 18, 2017.
	4.3			Articles of Amendment to the Articles of Restatement, incorporated by reference to Exhibit 3.1 to SL Green’s Form 8-K, dated January 20, 2021, filed with the SEC on January 20, 2021.
	4.4			Articles of Amendment to the Articles of Restatement, incorporated by reference to Exhibit 3.2 to SL Green’s Form 8-K, dated January 20, 2021, filed with the SEC on January 20, 2021.
	4.5			Articles of Amendment to the Articles of Restatement, incorporated by reference to Exhibit 3.1 to SL Green’s Form 8-K, dated January 21, 2022, filed with the SEC on January 21, 2022.
	4.6			Articles of Amendment to the Articles of Restatement, incorporated by reference to Exhibit 3.2 to SL Green’s Form 8-K, dated January 21, 2022, filed with the SEC on January 21, 2022.
	4.7			Specimen Common Stock Certificate, incorporated by reference to SL Green’s Registration Statement on Form S-11 (No. 333-29329), declared effective by the SEC on August 14, 1997.
	4.8			Articles Supplementary classifying and designating 9,200,000 shares of SL Green’s 6.50% Series I Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to SL Green’s Form 8-K, dated August 9, 2012, filed with the SEC on August 10, 2012.
	4.9			Form of stock certificate evidencing the 6.50% Series I Cumulative Redeemable Preferred Stock of SL Green, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to SL Green’s Form 8-K, dated August 9, 2012, filed with the SEC on August 10, 2012.
	4.10			Fifth Amended and Restated Bylaws of SL Green, incorporated by reference to SL Green’s Form 8-K, dated December 21, 2018, filed with the SEC on December 28, 2018.
	4.11			First Amendment to Fifth Amended and Restated Bylaws of SL Green, effective as of May 11, 2020, incorporated by reference to SL Green’s Form 8-K, dated May 11, 2020, filed with the SEC on May 13, 2020.
	4.12			Form of Articles Supplementary for Preferred Stock.(†)
	4.13			Form of Deposit Agreement.(†)
	4.14			Form of Deposit Receipt.(†)
	4.15			Form of Warrant Agreement.(†)
	4.16			Indenture, dated as of August 5, 2011, among SL Green, SL Green Operating Partnership and Reckson Operating Partnership, as Co-Obligors, and The Bank of New York Mellon, as Trustee, incorporated by reference to SL Green’s Form 8-K, dated August 5, 2011, filed with the SEC on August 5, 2011.
	4.17			Junior Subordinated Indenture, dated as of June 30, 2005, between SL Green Operating Partnership and JPMorgan Chase Bank, National Association, as Trustee, incorporated by reference to SL Green’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the SEC on August 9, 2005.
	4.18			Indenture, dated as of October 5, 2017, among SL Green Operating Partnership, as issuer, and The Bank of New York Mellon, as trustee, incorporated by reference to SL Green’s Form 8-K, dated October 5, 2017, filed with the SEC on October 5, 2017.

	4.19			Form of Indenture related to debt securities of SL Green (including Form of Note), incorporated by reference to Exhibit 4.20 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-163914), filed with the SEC on June 17, 2011.
	4.20			Form of Indenture related to debt securities of SL Green and SL Green Operating Partnership, as Co-Obligors, incorporated by reference to Exhibit 4.25 of the Registration Statement on Form S-3 (File No. 333-228887), filed with the SEC on December 19, 2018.
	5.1			Opinion of Ballard Spahr LLP regarding the legality of the shares of capital stock of SL Green and certain other legal matters relating to Maryland law.*
	5.2			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the securities of SL Green Operating Partnership and certain securities of SL Green.*
	8.1			Opinion of Greenberg Traurig, LLP regarding certain tax matters.*
	23.1			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).*
	23.2			Consent of Ballard Spahr LLP (included in Exhibit 5.1).*
	23.3			Consent of Greenberg Traurig, LLP (included in Exhibit 8.1).*
	23.4			Consent of Ernst & Young LLP.*
	24.1			Power of Attorney (included on signature pages of the Registration Statement).*
	25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as the Trustee under the Form of Indenture related to debt securities of SL Green.*
	25.2			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as the Trustee under the Indenture, dated as of October 5, 2017, among SL Green Operating Partnership, as issuer, and The Bank of New York Mellon, as trustee.*
	25.3			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as the Trustee under the Form of Indenture related to debt securities of SL Green and SL Green Operating Partnership; as Co-Obligors.*
	107			Filing Fee Table.*

SL GREEN REALTY CORP.
By:	/s/ Matthew J. DiLiberto
	Name:	Matthew J. DiLiberto
	Title:	Chief Financial Officer

Name	Title	Date
/s/ Marc Holliday Marc Holliday	Chairman of the Board of Directors, Chief Executive Officer and Interim President (Principal Executive Officer)	November 21, 2024
/s/ Matthew J. DiLiberto Matthew J. DiLiberto	Chief Financial Officer (Principal Financial and Accounting Officer)	November 21, 2024
/s/ John H. Alschuler, Jr. John H. Alschuler, Jr.	Director	November 21, 2024
/s/ Carol Brown Carol Brown	Director	November 21, 2024
/s/ Lauren B. Dillard Lauren B. Dillard	Director	November 21, 2024

SL GREEN OPERATING PARTNERSHIP, L.P.
By: SL GREEN REALTY CORP.
By:	/s/ Matthew J. DiLiberto
	Name:	Matthew J. DiLiberto
	Title:	Chief Financial Officer

	ONE MANHATTAN WEST NEW YORK, NY 10001	FIRM/AFFILIATE
		OFFICES
		BOSTON
	TEL: (212) 735-3000	CHICAGO
	FAX: (212) 735-2000	HOUSTON
	www.skadden.com	LOS ANGELES
		PALO ALTO
		WASHINGTON, D.C.
		WILMINGTON
		BEIJING
		BRUSSELS
		FRANKFURT
		HONG KONG
		LONDON
		MUNICH
		PARIS
		SÃO PAULO
		SEOUL
		SHANGHAI
		SINGAPORE
		TOKYO
		TORONTO

	Re:	SL Green Realty Corp. and
		SL Green Operating Partnership L.P.
		Registration Statement on Form S-3

	Very truly yours,

	/s/ Skadden, Arps, Slate, Meagher & Flom LLP

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
240 Greenwich Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

Name	Address
Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17^th Street, NW Washington, D.C. 20429
The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004

	THE BANK OF NEW YORK MELLON

	By:	/s/ Francine Kincaid
		Name: Francine Kincaid
		Title: Vice President

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,999,000
Interest-bearing balances		110,102,000
Securities:
Held-to-maturity securities		44,947,000
Available-for-sale debt securities		96,741,000
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		19,655,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		36,315,000
LESS: Allowance for credit losses on loans and leases		275,000
Loans and leases held for investment, net of allowance		36,040,000
Trading assets		5,851,000
Premises and fixed assets (including right-of-use assets)		2,995,000
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		1,375,000
Direct and indirect investments in real estate ventures		0
Intangible assets		6,925,000
Other assets		18,449,000
Total assets		348,079,000

LIABILITIES
Deposits:
In domestic offices		195,220,000
Noninterest-bearing		65,207,000
Interest-bearing		130,013,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		104,758,000
Noninterest-bearing		3,534,000
Interest-bearing		101,224,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		0
Securities sold under agreements to repurchase		2,597,000
Trading liabilities		2,774,000
Other borrowed money: (includes mortgage indebtedness)		4,912,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		9,240,000
Total liabilities		319,501,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		12,438,000
Retained earnings		17,456,000
Accumulated other comprehensive income		-2,451,000
Other equity capital components		0
Total bank equity capital		28,578,000
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		28,578,000
Total liabilities and equity capital		348,079,000