SL GREEN REALTY CORP : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Twenty-Seventh Amendment to the First Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership, L.P.

On January 8, 2020, SL Green Realty Corp. (the "Company"), as the general partner of SL Green Operating Partnership, L.P. (the "Operating Partnership"), entered into a twenty-seventh amendment (the "Twenty-Seventh Amendment") to the Operating Partnership's First Amended and Restated Agreement of Limited Partnership, dated August 20, 1997 (as amended through the date hereof, the "Partnership Agreement"), in respect of the issuance of one Series W Preferred Unit of the Operating Partnership (the "Series W Preferred Unit") of limited partnership interests with a liquidation preference equal to the summation of the Cash Repurchase Consideration and the Liquidation Value, each as defined in the Twenty-Seventh Amendment (the "Series W Liquidation Preference"). The Series W Preferred Unit has been issued as a portion of the consideration for the acquisition of ownership interests in certain commercial real estate property and in exchange for the Series O Preferred Unit of the Operating Partnership governed by the eighteenth amendment to the Partnership Agreement. The terms of the Series W Preferred Unit provide, among other things, that the Series W Preferred Unit may be converted into common units of the Operating Partnership ("Common Units"), and following such conversion, in certain circumstances may be redeemed for cash and/or shares of the Company's common stock, par value $0.01 per share ("Common Stock") at the Company's discretion.

The Series W Preferred Unit provides for a cumulative quarterly preferential cash distribution equal to an amount calculated based on the Reference Class A Unit Distribution, as defined in the Twenty-Seventh Amendment.

The Series W Preferred Unit was issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Twenty-Seventh Amendment is qualified in its entirety by reference to the Twenty-Seventh Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth above under Item 1.01 is incorporated by reference herein with respect to the issuance by the Operating Partnership of the Series W Preferred Unit (as well as (i) the Common Units issuable upon conversion of the Series W Preferred Unit and (ii) the shares of Common Stock that may be issuable upon redemption of such Common Units).

In addition, on January 8, 2020, the Operating Partnership issued 2,742 Class B Common Units, which automatically convert into Class A Common Units. These Common Units were issued as a portion of the consideration for the acquisition of ownership interests in certain commercial real estate property. The Common Units were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Operating Partnership may satisfy redemption requests for such Common Units with shares of Common Stock, on a one-for-one basis, pursuant to the Operating Partnership's First Amended and Restated Agreement of Limited Partnership, as amended to the date hereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



  10.1     Twenty-Seventh Amendment, dated January 8, 2020, to the First Amended
         and Restated Agreement of Limited Partnership of SL Green Operating
         Partnership, L.P.

104.1    Cover Page Interactive Data File (embedded within the Inline XBRL
         document)




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