UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 (see General Instructions A.2.):
| 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) | |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company 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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | |||
| Vornado Realty Trust | ||||||
| Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share: | ||||||
| Vornado Realty Trust | ||||||
| Vornado Realty Trust | ||||||
| Vornado Realty Trust | ||||||
Vornado Realty Trust |
Items 3.02. Unregistered Sales of Equity Securities.
On September 22, 2021, Vornado Realty Trust (the “Company”) issued and sold 12,000,000 of its 4.45% Series O Cumulative Redeemable Preferred Shares, liquidation preference $25.00 per share (“Series O Preferred Shares”), at $25.00 per share in an underwritten public offering (the “Public Offering”) pursuant to an effective registration statement. In connection with the Public Offering, the Company and Vornado Realty L.P. (the “Operating Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as the underwriters.
The Company has contributed or will contribute the entire net proceeds from the Public Offering to the Operating Partnership in exchange for the same number of 4.45% Series O Preferred Units, liquidation preference $25.00 per unit (“Series O Preferred Units”) of the Operating Partnership (with economic terms that mirror the terms of the Series O Preferred Shares). The issuance and sale of the Series O Preferred Units to the Company (the “Private Placement”) is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included under Item 3.02 above is incorporated by reference into this Item 5.03
In connection with the Public Offering, the Company caused Articles Supplementary classifying 12,000,000 of the Company’s authorized preferred shares of beneficial interest as Series O Preferred Shares (the “Articles Supplementary”) to be executed under seal in its name and filed with the Maryland State Department of Assessments and Taxation on September 21, 2021. A copy of the Articles Supplementary is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The Series O Preferred Shares will rank senior to the Company’s common shares and any other junior shares that the Company may issue in the future, and on parity with the Company’s Series A Convertible Preferred Shares, Series D-10 Cumulative Redeemable Preferred Shares, Series D-11 Cumulative Redeemable Preferred Shares, Series D-12 Cumulative Redeemable Preferred Shares, Series D-14 Cumulative Redeemable Preferred Shares, Series D-15 Cumulative Redeemable Preferred Shares, Series K Cumulative Redeemable Preferred Shares, Series L Cumulative Redeemable Preferred Shares, Series M Cumulative Redeemable Preferred Shares, Series N Cumulative Redeemable Preferred Shares and any other parity shares that the Company may issue in the future, in each case with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up, all as set forth in the Articles Supplementary.
In connection with the Private Placement, on September 22, 2021, the Company, as the General Partner of the Operating Partnership, amended the Operating Partnership’s limited partnership agreement to designate and authorize the issuance of up to 12,000,000 of the Operating Partnership’s Series O Preferred Units. A copy of that amendment is attached hereto as Exhibit 3.2 and incorporated herein by reference.
The Operating Partnership’s Series O Preferred Units will rank, as to distributions and upon liquidation, senior to the Class A Common Units of limited partnership interest in the Operating Partnership and on parity with (i) other preferred units in the Operating Partnership currently outstanding, as set forth in the amendment to the Operating Partnership’s limited partnership agreement attached hereto as Exhibit 3.2 and incorporated herein by reference, and (ii) any other units issued in the future and designated as “Parity Units.”
Item 8.01. Other Events.
The information included under Item 3.02 above is incorporated by reference into this Item 8.01.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference. The opinion of Venable LLP with respect to the validity of the Series O Preferred Shares is attached hereto as Exhibit 5.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Articles Supplementary Classifying Vornado Realty Trust’s 4.45% Series O Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value. |
| 3.2 | Fifty-first Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P. |
| 5.1 | Opinion of Venable LLP as to validity of the Series O Preferred Shares. |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
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 hereunto duly authorized.
| VORNADO REALTY TRUST | ||
| (Registrant) | ||
| By: | /s/ Michael Franco | |
| Name: | Michael Franco | |
| Title: | President and Chief Financial Officer (duly authorized officer and principal financial officer) | |
Date: September 22, 2021
SIGNATURE
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 hereunto duly authorized.
| VORNADO REALTY L.P. | ||
| (Registrant) | ||
| By: | VORNADO REALTY TRUST, | |
| Sole General Partner | ||
| By: | /s/ Michael Franco | |
| Name: | Michael Franco | |
| Title: | President and Chief Financial Officer of Vornado Realty Trust, sole general partner of Vornado Realty L.P. (duly authorized officer and principal financial officer) | |
Date: September 22, 2021