Property Acquisitions

2014 Acquisitions

During the year ended December 31, 2014, the properties listed below were acquired from third parties. The following summarizes our allocation of the purchase price of the assets acquired and liabilities assumed upon the closing of these acquisitions (in thousands):



	102 Greene Street⁽¹⁾		635 Madison Avenue⁽¹⁾⁽⁴⁾		752 Madison Avenue⁽¹⁾⁽²⁾		719 Seventh Avenue⁽¹⁾⁽⁵⁾		115 Spring Street⁽¹⁾		388-390 Greenwich Street ⁽¹⁾⁽³⁾
Acquisition Date	October 2014		September 2014		August 2014		July 2014		July 2014		May 2014
Ownership Type	Fee Interest		Fee Interest		Leasehold Interest		Fee Interest		Fee Interest		Fee Interest
Property Type	Retail		Land		Retail		Development		Retail		Office

Purchase Price Allocation:
Land	$	11,288	$	153,745	$	282,415	$	14,402	$	15,938	$	558,777
Building and building leasehold	20,962		—		—		26,747		37,187		1,037,729
Above market lease value	—		—		—		—		—		—
Acquired in-place leases	—		—		—		—		—		—
Other assets, net of other liabilities	—		—		—		—		—		6,495
Assets acquired	32,250		153,745		282,415		41,149		53,125		1,603,001
Mark-to-market assumed debt	—		—		—		—		—		—
Below market lease value	—		—		—		—		—		—
Derivatives	—		—		—		—		—		18,001
Liabilities assumed	—		—		—		—		—		18,001
Purchase price	$	32,250	$	153,745	$	282,415	$	41,149	$	53,125	$	1,585,000
Net consideration funded by us at closing, excluding consideration financed by debt	$	32,250	$	153,745	$	282,415	$	41,149	$	53,125	$	208,614
Equity and/or debt investment held	$	—	$	—	$	—	$	—	$	—	$	148,025
Debt assumed	$	—	$	—	$	—	$	—	$	—	$	1,162,379

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(1)	We are currently in the process of analyzing the purchase price allocation and, as such, we have not allocated any value to intangible assets such as above- and below-market lease or in-place leases.


(2)	In January 2012, a separate joint venture in which an SL Green entity holds an 80% interest acquired the ground tenancy position.

(3)

In May 2014, we acquired Ivanhoe Cambridge, Inc.'s 49.65% economic interest in this property, thereby consolidating full ownership of the property. The transaction valued the consolidated interests at $1.585 billion. Simultaneous with the closing, we refinanced the previous mortgage with a $1.45 billion mortgage. We also assumed the existing derivative instruments, which swapped $504.0 million of the mortgage to fixed rate. We recognized a purchase price fair value adjustment of $71.4 million upon closing of this transaction. This property, which we initially acquired in December 2007, was previously accounted for as an investment in unconsolidated joint ventures.


(4)	This property was acquired inclusive of the issuance of $4.0 million aggregate liquidation preference of Series J Preferred Units of limited partnership interest of the Operating Partnership.

(5)

We, along with our joint venture partner, acquired this property inclusive of the issuance of $14.1 million aggregate liquidation preference of Series L Preferred Units of limited partnership interest of the Operating Partnership and $9.5 million aggregate liquidation preference of Series K Preferred Units of limited partnership interest of the Operating Partnership. We hold a 75.0% controlling interest in this joint venture.

2013 Acquisitions

During the year ended December 31, 2013, the properties listed below were acquired from unrelated third parties. The following summarizes our allocation of the purchase price of the assets acquired and liabilities assumed upon the closing of these acquisitions (in thousands):



	315 West 33rd Street⁽¹⁾		Assemblage of Retail Development Properties on Fifth Avenue⁽¹⁾		16 Court⁽²⁾		248-252 Bedford Avenue⁽³⁾
Acquisition Date	November 2013		November 2013		April 2013		March 2013
Ownership Type	Fee Interest		Fee Interest		Fee Interest		Fee Interest
Property Type	Residential		Development		Office		Residential

Purchase Price Allocation:
Land	$	195,834	$	135,513	$	19,217	$	10,865
Building and building leasehold	164,429		10,487		63,210		44,035
Above market lease value	7,084		—		5,122		—
Acquired in-place leases	26,125		—		9,422		—
Other assets, net of other liabilities	1,142		—		3,380		—
Assets acquired	394,614		146,000		100,351		54,900
Mark-to-market assumed debt	—		—		294		—
Below market lease value	7,839		—		3,885		—
Liabilities assumed	7,839		—		4,179		—
Purchase price	$	386,775	$	146,000	$	96,172	$	54,900
Net consideration funded by us at closing, excluding consideration financed by debt	$	386,775	$	146,000	$	4,000	$	21,782
Equity and/or debt investment held	$	—	$	—	$	13,835	$	—
Debt assumed	$	—	$	—	$	84,642	$	—

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(1)	During the year ended December 31, 2014, we finalized the purchase price allocation based on a third party appraisal and additional facts and circumstances that existed at the acquisition dates. These adjustments did not have a material impact to our consolidated statement of income for the year ended December 31, 2014.

(2)

In April 2013, we acquired interests from our joint venture partner, City Investment Fund, or CIF, in 16 Court Street in Brooklyn for $4.0 million. We have consolidated the ownership of the building. The transaction valued the consolidated interest at $96.2 million, inclusive of the $84.6 million mortgage encumbering the property. In April 2014, we repaid the mortgage. We recognized a purchase price fair value adjustment of $(2.3) million upon the closing of this transaction. This property, which we initially acquired in July 2007, was previously accounted for as an investment in unconsolidated joint ventures.

(3)

In March 2013, we, along with Magnum Real Estate Group, acquired 84 residential units, consisting of 72 apartment units and 12 townhouses, located at 248-252 Bedford Avenue, Williamsburg, Brooklyn for $54.9 million. Simultaneous with the closing on this property, the joint venture closed on a $22.0 million mortgage loan which was later refinanced in June 2014. The property is above a commercial property already owned by us. We hold a 90.0% controlling interest in this joint venture.

2012 Acquisitions

During the year ended December 31, 2012, the properties listed below were acquired from unrelated third parties. The following summarizes our allocation of the purchase price of the assets acquired and liabilities assumed upon the closing of these acquisitions (in thousands):



	985-987 Third Avenue⁽¹⁾		131-137 Spring Street		635-641 Sixth Avenue		304 Park Avenue South⁽²⁾		Stonehenge Properties⁽³⁾
Acquisition Date	December 2012		December 2012		September 2012		June 2012		January 2012
Ownership Type	Fee Interest		Fee Interest		Fee Interest		Fee Interest		Fee Interest/Leasehold Interest
Property Type	Development		Retail		Development		Office		Residential/Retail

Purchase Price Allocation:
Land	$	5,400	$	27,021	$	69,848	$	54,189	$	65,533
Building and building leasehold	12,600		105,342		104,474		75,619		128,457
Above market lease value	—		179		—		2,824		594
Acquired in-place leases	—		7,046		7,727		8,265		9,573
Other assets, net of other liabilities	—		—		—		—		2,190
Assets acquired	18,000		139,588		182,049		140,897		206,347
Fair value adjustment to mortgage note payable	—		—		—		—		—
Below market lease value	—		17,288		9,049		5,897		13,239
Liabilities assumed	—		17,288		9,049		5,897		13,239
Purchase price	$	18,000	$	122,300	$	173,000	$	135,000	$	193,108
Net consideration funded by us at closing, excluding consideration financed by debt	$	18,000	$	122,300	$	173,000	$	135,000	$	78,121
Equity and/or debt investment held	$	—	$	—	$	—	$	—	$	—
Debt assumed	$	—	$	—	$	—	$	—	$	—

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(1)	This property was subsequently sold in July 2014. See Note 4, "Properties Held for Sale and Dispositions."


(2)	This property was acquired with $102.0 million in cash and $33.0 million in units of limited partnership interest of the Operating Partnership.

(3)

In January 2012, we acquired five retail and two multifamily properties in Manhattan for $193.1 million. This property was acquired inclusive of the issuance of $47.6 million aggregate liquidation preference of Series G Preferred Units of limited partnership interest of the Operating Partnership. Simultaneous with the closing, we financed the multifamily component, which encompasses 385 units and approximately 488,000 square feet (unaudited), with an aggregate $100.0 million fixed rate mortgage which bears interest at 4.1% and one of the retail properties financed with an $8.5 million fixed rate mortgage. We hold an 80.0% interest in this joint venture which we consolidate as it is a VIE and we have been designated as the primary beneficiary. In February 2013, we sold one of the retail properties, which is further described in Note 4, "Properties Held for Sale and Dispositions."

Pro Forma

The following table summarizes, on an unaudited pro forma basis, the results of operations of 388-390 Greenwich Street, which are included in the consolidated statements of income for the years ended December 31, 2014 and 2013 as though the acquisition of our joint venture partner's interest in 388-390 Greenwich Street was completed on January 1, 2013. The supplemental pro forma data is not necessarily indicative of what the actual results of operations would have been assuming the transaction had been completed as set forth above, nor do they purport to represent our results of operations for future periods.



	Year Ended December 31,
(in thousands, except per share amounts)	2014		2013
Actual revenues since acquisition	$	1,519,978
Actual net income since acquisition	545,863
Pro forma revenues	1,562,206		1,481,021
Pro forma income from continuing operations⁽¹⁾	298,679		205,437
Pro forma basic earnings per share	4.60		2.10
Pro forma diluted earnings per share	4.58		2.09
Pro forma basic earnings per unit	4.60		2.10
Pro forma diluted earnings per unit	4.58		2.09

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(1)

The pro forma income from continuing operations for the years ended December 31, 2014 and 2013 includes the effect of the new financing necessary to complete the acquisition and the preliminary allocation of purchase price in connection with the changes in depreciation and amortization. In addition, the pro forma income from continuing operations for the year ended December 31, 2013 was adjusted to include the purchase price fair value adjustment, as though the acquisition was completed on January 1, 2013. The pro forma income from continuing operations for the year ended December 31, 2014 excludes this purchase price fair value adjustment.