ITEM 8.01. Other Events.
In December 2020, SL Green Realty Corp. ("SLG") announced a dividend payable on
January 15, 2021 to shareholders of record at the close of business on December
15, 2020 (the "Record Date"). As a result of the elections shareholders were
entitled to make with respect to cash or stock (including deemed elections) in
connection with such dividend, the cash option was oversubscribed and will be
prorated. Shareholders who elected to receive cash will receive, for each share
of common stock they owned as of the Record Date, approximately $0.3735 in cash
and 0.0279 shares of common stock. Shareholders who elected to receive shares
will receive, for each share of common stock they owned as of the Record Date,
approximately 0.0343 shares of common stock. The number of shares to be issued
was calculated based on the volume weighted average trading price of SLG's
common stock between January 5-7, 2021, of $58.15 per share.
In the dividend announcement, the board of directors (the "Board") of SLG also
authorized a reverse stock split. On January 8, 2021, a committee of the Board
calculated the ratio for the reverse stock split of SLG's issued and outstanding
shares of common stock as 1.02918-for-1.
The reverse stock split will become effective after markets close on January 20,
2021. SLG's common stock will begin trading on a split-adjusted basis on the New
York Stock Exchange as of the opening of trading on January 21, 2021, under
SLG's existing symbol "SLG." SLG's common stock has been assigned a new CUSIP
number of 78440X804 in connection with the reverse stock split, effective
January 21, 2021.
Immediately after the reverse stock split becomes effective, every 1.02918
shares of SLG's issued and outstanding shares of common stock will be combined
into one share, and the par value per share will remain at $0.01. Cash will be
paid in lieu of fractional shares so that shareholders receive a whole number of
shares of SLG's common stock. The cash payment will be based upon the closing
price per share of SLG's common stock on January 20, 2021.
After the issuance of the dividend and the completion of the reverse stock
split, the number of shares of SLG's common stock outstanding is expected to be
the same as the number of total shares outstanding on the Record Date (not
including any issuances or repurchases that may occur following the Record Date,
as well as any fractional shares that would have been issued but for which
cash-in-lieu was paid). However, on a relative basis, some individual
shareholders may have more shares of SLG's common stock, and some individual
shareholders may have fewer shares of SLG's common stock, depending on their
individual elections to receive cash or stock and as a result of the cash option
being oversubscribed.
SLG's transfer agent, Computershare Inc. ("Computershare"), will act as SLG's
exchange agent for the reverse stock split. Computershare will manage the
exchange of pre-split shares for post-split shares. Shareholders of record as of
the close of business on the Record Date will receive a letter of transmittal
providing instructions for the exchange of their shares. Brokers, banks and
other nominees will be instructed to effect the reverse stock split for their
beneficial holders who hold shares of SLG's common stock in street name.
However, these brokers, banks and other nominees may have different procedures
for processing the reverse stock split and for making payment for fractional
shares than those procedures that apply to registered shareholders. Shareholders
who hold shares of SLG's common stock with a broker, bank or other nominee and
who have any questions in this regard are encouraged to contact their brokers,
banks or other nominees. For further information, shareholders and securities
brokers should contact Computershare by telephone at 1-866-230-9138.
Forward Looking Statement
This Current Report on Form 8-K includes certain statements that may be deemed
to be "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and are intended to be covered by the safe harbor
provisions thereof. All statements, other than statements of historical facts,
included in this Current Report on Form 8-K that address activities, events or
developments that we expect, believe or anticipate will or may occur in the
future, are forward-looking statements. Forward-looking statements are not
guarantees of future performance and we caution you not to place undue reliance
on such statements. Forward-looking statements are generally identifiable by the
use of the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend," "project," "continue," or the negative of these words, or
other similar words or terms. Forward-looking statements contained in this
Current Report on Form 8-K are subject to a number of risks and uncertainties,
many of which are beyond our control, that may cause our actual results,
performance or achievements to be materially different from future results,
performance or achievements expressed or implied by forward-looking statements
made by us. Factors and risks to our business that could cause actual results to
differ from those contained in the forward-looking statements are described in
our filings with the Securities and Exchange Commission. These risks and
uncertainties include, but are not limited to, potential risks and uncertainties
relating to the novel coronavirus (COVID-19).
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