Terms

Series

7.625% Series C Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

7.625%

Rate Type

Fixed

Annual Dividend

$1.91

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

January 20, 2010

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Debt Obligations, Any Future Classes Or Series Of Capital Stock Ranking Senior By Their Terms; Pari Passu With: 7.875% Series D Cumulative Redeemable Preferred Stock, Other Series Of Preferred Stock On Parity By Their Terms; Senior To: Common Stock, Series B Junior Participating Preferred Stock, All Other Classes Or Series Ranking Junior To Series C Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

5,400,000

Prospectus Summary

SL Green Realty Corp. (NYSE: SLGPrC), a self-managed Manhattan-focused office REIT, is offering 5,400,000 shares of its 7.625% Series C Cumulative Redeemable Preferred Stock at a $25.00 liquidation preference, paying $1.90625 per share annually ($0.4765625 quarterly). The stock is anytime callable at $25.00 plus accrued dividends at the issuer's option with 30–60 days' notice. It is cumulative, meaning any skipped dividend accrues and must be paid in full before SL Green can resume distributions to common stockholders. The Series C preferred ranks senior to SL Green's common stock and Series B junior preferred, and on parity with the 7.875% Series D Cumulative Redeemable Preferred Stock. It is structurally subordinated to all debt obligations, including mortgage notes, revolving credit, senior unsecured notes, and junior subordinated debentures held by trust preferred vehicles — approximately $4.9 billion of debt as of September 30, 2009. Because SL Green is a holding company that conducts substantially all operations through SL Green Operating Partnership, L.P., the preferred's cash flows depend on distributions from the partnership, which are themselves subject to debt covenants that could restrict upstream payments. There is also a REIT-preservation redemption right allowing accelerated redemption with shorter notice if required to maintain REIT status. At the $23.53 offering price, the current yield is approximately 8.1% on an annualized basis versus 7.625% at par. Dividends are paid quarterly on January 15, April 15, July 15, and October 15, with the record date set on the first day of the payment month. Because SL Green is a REIT, dividends are taxed as ordinary income at regular rates — not at the preferential 15%/20% qualified dividend rate — with limited exceptions for designated capital gain dividends. The dividend stopper prevents any common stock dividends or junior/parity share repurchases if Series C cumulative dividends are not current, providing a structural incentive for the issuer to maintain preferred payments.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If SL Green has not paid full cumulative dividends on the Series C preferred stock for all past and current dividend periods, it cannot pay dividends on or repurchase its common stock or any other class of capital stock ranking junior or on parity with the Series C preferred stock.

Other Preferreds from SL Green Realty Corp

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 46 (Average)