Vornado Realty Trust

09/22/2021 | Press release | Distributed by Public on 09/22/2021 14:38

The information included under Item 3.02 above is incorporated by reference into this Item 5.03 (Form 8-K)

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."

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.

Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement, dated September 13, 2021, among Vornado Realty Trust, Vornado Realty L.P. and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as the underwriters.
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.