SL Green Realty Corp filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$SLG
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| (Commission File Number) | (I.R.S. Employer Identification No.) | ||||
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| (Zip Code) | ||||||||
| (Address of principal executive offices) | ||||||||
(212 ) 594-2700
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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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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 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 2024 Annual Investor Conference on Monday, December 9, 2024 (the “Investor Conference”). At the Investor Conference, the Company will provide its earnings guidance for the year ended December 31, 2025 of net income per share of $1.27 to $1.57, and NAREIT defined Funds From Operations (“FFO”) per share (diluted) of $5.25 to $5.55. In addition, the Company is revising its earnings guidance for the year ended December 31, 2024 to net (loss) income per share of ($0.20) to $0.10, and $7.65 to $7.95 of FFO per share (diluted).
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, 2024 and 2025.
| Year Ending | Year Ending | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2024 | 2024 | 2025 | 2025 | ||||||||||||||||||||
| Net (loss) income per share attributable to SL Green stockholders (diluted) | $ | (0.20) | $ | 0.10 | $ | 1.27 | $ | 1.57 | |||||||||||||||
| Add: | |||||||||||||||||||||||
| Depreciation and amortization | 2.84 | 2.84 | 2.04 | 2.04 | |||||||||||||||||||
| Joint ventures depreciation and noncontrolling interests adjustments | 4.01 | 4.01 | 3.28 | 3.28 | |||||||||||||||||||
| Net loss attributable to noncontrolling interests | (0.07) | (0.07) | (0.08) | (0.08) | |||||||||||||||||||
| Depreciable real estate reserve | 1.32 | 1.32 | — | — | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Gain on sale of real estate and discontinued operations, net | 0.06 | 0.06 | 0.50 | 0.50 | |||||||||||||||||||
| Equity in net gain on sale of interest in unconsolidated joint venture / real estate | 0.60 | 0.60 | 0.69 | 0.69 | |||||||||||||||||||
| Purchase price and other fair value adjustments | (0.48) | (0.48) | — | — | |||||||||||||||||||
| Depreciation on non-real estate assets | 0.07 | 0.07 | 0.07 | 0.07 | |||||||||||||||||||
| Funds From Operations per share attributable to SL Green common stockholders and noncontrolling interests (diluted) | $ | 7.65 | $ | 7.95 | $ | 5.25 | $ | 5.55 | |||||||||||||||
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 6, 2024, the Company issued a press release announcing that its board of directors has established an annual ordinary dividend on the Company's common stock for 2025 of $3.09 per share, an increase of 3.0%. The ordinary dividend will continue to be paid in cash on a monthly basis. The first monthly ordinary dividend of $0.2575 per share is payable on January 15, 2025, to stockholders of record at the close of business on December 31, 2024.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference.
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 9, 2024 | |||||