U.S. 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) April
24, 2009
SL
Green Realty Corp.
(Exact
name of registrant as specified in its charter)
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Maryland
(State
or other jurisdiction
of
incorporation)
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001-13199
(Commission
File Number)
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13-3956775
(I.R.S. Employer
Identification Number)
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420
Lexington Avenue
New
York, New York
(Address
of principal executive offices)
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10170
(Zip
Code)
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Registrant's
telephone number, including area
code: (212) 594-2700
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
Item 1.02 Termination of a Material
Definitive Agreement.
On April 24, 2009 , a Securities
Transfer Agreement (the “Securities Transfer
Agreement”) was entered into by SL Green Operating Partnership, L.P. (the
“Operating
Partnership”), a majority-owned subsidiary of SL Green Realty Corp. (the
“Company”), GKK
Manager Member Corp. (“Manager Corp”), a
wholly-owned subsidiary of the Operating Partnership, and, with respect to
certain sections thereof, the Company, with Gramercy Capital Corp. (“Gramercy”) and GKK
Capital LP (“GKK
LP”). Under the terms of the Securities Transfer Agreement,
(i) the Operating Partnership and Manager Corp transferred to GKK LP 100% of the
issued and outstanding membership interests in GKK Manager LLC (the “Manager”)
and (ii) the Operating Partnership transferred to GKK LP all of the
Class B Units of GKK LP (“Class B Units”) owned
by the Operating Partnership. Prior to this transaction, Gramercy was
externally managed and advised by the Manager pursuant to the Second Amended and
Restated Management Agreement, dated October 27, 2008 (the “Second Amended Management
Agreement”), by and among the Manager, Gramercy and GKK LP. As
a result of the transfers provided for in the Securities Transfer Agreement,
neither the Company nor any of its controlled affiliates are parties to the
Second Amended Management Agreement.
The terms
and conditions of the Securities Transfer Agreement also provide that the
Amended and Restated Origination Agreement, dated April 19, 2006 (the “Origination
Agreement”), by and between Gramercy and the Operating Partnership, and
the Services Agreement, dated October 27, 2008 (the “Services Agreement”),
by and among the Company, the Operating Partnership, Gramercy and GKK LP were
each terminated as of the date of the Securities Transfer
Agreement. The foregoing description of the Securities Transfer
Agreement is qualified in its entirety by reference to the text of the
Securities Transfer Agreement, which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
8.01 Other Events.
On April
24, 2009, concurrent with the execution of the Securities Transfer Agreement,
the Company and the Operating Partnership entered into a Special Rights
Agreement (the “Special Rights
Agreement”) with Gramercy. Under the terms of the Special
Rights Agreement, for so long as the Company and its affiliates continue to own
at least 7.5% of the outstanding shares of Gramercy’s common stock, Gramercy has
obligations substantially similar to those that were previously in the
Origination Agreement with respect to matters involving (i) the REIT status of
Gramercy, (ii) the Protective TRS election by Gramercy and (iii) Gramercy’s
obligation to obtain certain legal opinions. In addition, the Company
agreed to provide to Gramercy certain services related to information systems
for a period of 90 days, which services were previously provided under the
Services Agreement.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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99.1
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Securities
Transfer Agreement, dated as of April 24, 2009, by and among Gramercy
Capital Corp., GKK Capital LP, SL Green Operating Partnership, L.P., GKK
Manager Member Corp. and, with respect to certain sections, SL Green
Realty Corp.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on behalf of the undersigned hereunto duly
authorized.
Dated:
April 30, 2009
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SL
GREEN REALTY CORP.
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By: /s/ Gregory F.
Hughes
Name:
Gregory F. Hughes
Title: Chief
Financial Officer
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Index of Exhibits
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Exhibit
No.
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Description
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99.1
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Securities
Transfer Agreement, dated as of April 24, 2009, by and among Gramercy
Capital Corp., GKK Capital LP, SL Green Operating Partnership, L.P., GKK
Manager Member Corp. and, with respect to certain sections, SL Green
Realty Corp.
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