Form 8-K - Current report

0000899689falseVORNADO REALTY LP0001040765false00008996892024-05-142024-05-140000899689vno:VornadoRealtyLpMember2024-05-142024-05-140000899689us-gaap:CommonStockMemberexch:XNYS2024-05-142024-05-140000899689vno:SeriesLPreferredStockMemberexch:XNYS2024-05-142024-05-140000899689vno:SeriesMPreferredStockMemberexch:XNYS2024-05-142024-05-140000899689vno:SeriesNPreferredStockMemberexch:XNYS2024-05-142024-05-140000899689vno:SeriesOPreferredStockMemberexch:XNYS2024-05-142024-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

May 14, 2024

 

VORNADO REALTY TRUST

(Exact Name of Registrant as Specified in Charter)

Maryland

No.

001-11954

No.

22-1657560

(State or Other

(Commission

(IRS Employer

Jurisdiction of Incorporation)

File Number)

Identification No.)

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware

No.

001-34482

No.

13-3925979

(State or Other

(Commission

(IRS Employer

Jurisdiction of Incorporation)

File Number)

Identification No.)

 

888 Seventh Avenue
New York,			New York						10019
(Address of Principal Executive offices)									(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

Former name or former address, if changed since last report: N/A

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)
☐			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))

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

Common Shares of beneficial interest, $.04 par value per share

VNO

New York Stock Exchange

Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:

Vornado Realty Trust

5.40% Series L

VNO/PL

New York Stock Exchange

Vornado Realty Trust

5.25% Series M

VNO/PM

New York Stock Exchange

Vornado Realty Trust

5.25% Series N

VNO/PN

New York Stock Exchange

Vornado Realty Trust

4.45% Series O

VNO/PO

New York Stock Exchange

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. ¨    

---

Item 1.01. Entry into a Material Definitive Agreement.

On May 14, 2024, Vornado Realty L.P. ("VRLP"), the operating partnership through which Vornado Realty Trust conducts its business, JPMorgan Chase Bank N.A., as administrative agent, and the lenders party thereto entered into Amendment No. 1 to VRLP's $1.25 billion revolving credit facility maturing December 2027 (as fully extended) (the "2027 Revolving Credit Facility") and Amendment No. 1 to VRLP's $800 million term loan maturing December 2027 (as fully extended) (the "Term Loan"), collectively, the "Amendments". The Amendments make changes to certain definitions and provisions to conform to the corresponding provisions of VRLP's new $915 million revolving credit facility maturing April 2029 (as fully extended) entered into on May 3, 2024, which replaced VRLP's $1.25 billion revolving credit facility maturing April 2026 (as fully extended). The current interest rate on the 2027 Revolving Credit Facility is Term SOFR plus 115 basis points per annum and the current facility fee is 25 basis points per annum. The current interest rate on the Term Loan is Term SOFR plus 130 basis points per annum. Under the terms of the Amendments, based on certain sustainability thresholds for each fiscal year, the interest rate on the Term Loan may be reduced or increased by up to five basis points, and the interest rate on the 2027 Revolving Credit Facility may be reduced or increased by up to four basis points and the facility fee may be reduced or increased by one basis point.

Under the terms of the Amendments, “Total Outstanding Indebtedness” may not exceed sixty percent (60%) of “Capitalization Value,” which is based on a “Capitalization Rate” of (i) 5.75% per annum for any multifamily “Real Property Asset”, (ii) 6.5% per annum for any office “Real Property Asset”, (iii) 6.0% per annum for any retail “Real Property Asset”, (iv) 7.25% per annum for any hotel “Real Property Asset” (including those owned by “Real Property UJVs”), (v) 8.0% per annum for any trade show space “Real Property Asset” (including those owned by “Real Property UJVs”), and (vi) 6.5% per annum for all other “Real Property Assets”; the ratio of “Combined EBITDA” to “Fixed Charges,” each measured as of the most recently ended calendar quarter, may not be less than 1.40 to 1.00; the ratio of “Unencumbered Combined EBITDA” to “Unsecured Interest Expense,” each measured as of the most recently ended calendar quarter, may not be less than 1.75 to 1.00; “Unsecured Indebtedness” may not exceed sixty percent (60%) of “Capitalization Value of Unencumbered Assets,” each measured as of the most recently ended calendar quarter; and the ratio of “Secured Indebtedness” to “Capitalization Value,” each measured as of the most recently ended calendar quarter, may not exceed fifty percent (50%).

2

---

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/ Deirdre Maddock
			Name:			Deirdre Maddock
			Title:			Chief Accounting Officer (duly authorized officer and principal accounting officer)

Date: May 16, 2024

 

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/ Deirdre Maddock
			Name:			Deirdre Maddock
			Title:			Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)

Date: May 16, 2024

3

Document and Entity Information	May 14, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 14, 2024
Entity Registrant Name	VORNADO REALTY TRUST
Entity Incorporation, State or Country Code	MD
Entity File Number	001-11954
Entity Tax Identification Number	22-1657560
Entity Address, Address Line One	888 Seventh Avenue
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	894-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000899689
Amendment Flag	false
Vornado Realty L.P.
Entity Information [Line Items]
Entity Registrant Name	VORNADO REALTY LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34482
Entity Tax Identification Number	13-3925979
Entity Central Index Key	0001040765
Amendment Flag	false
New York Stock Exchange | Common Shares of beneficial interest, $.04 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Common Shares of beneficial interest, $.04 par value per share
Trading Symbol	VNO
Security Exchange Name	NYSE
New York Stock Exchange | 5.40% Series L
Entity Information [Line Items]
Title of 12(b) Security	5.40% Series L
Trading Symbol	VNO/PL
Security Exchange Name	NYSE
New York Stock Exchange | 5.25% Series M
Entity Information [Line Items]
Title of 12(b) Security	5.25% Series M
Trading Symbol	VNO/PM
Security Exchange Name	NYSE
New York Stock Exchange | 5.25% Series N
Entity Information [Line Items]
Title of 12(b) Security	5.25% Series N
Trading Symbol	VNO/PN
Security Exchange Name	NYSE
New York Stock Exchange | 4.45% Series O
Entity Information [Line Items]
Title of 12(b) Security	4.45% Series O
Trading Symbol	VNO/PO
Security Exchange Name	NYSE

---