Vornado Realty Trust (NYSE: VNO) ("Vornado”) today announced that it has
commenced cash tender offers for any and all of its $886,969,000
principal amount of outstanding 3.625% Convertible Senior Debentures due
2026 (CUSIP No. 929043AE7) (the "2026 Debentures”) and its
$1,125,938,000 principal amount of outstanding 2.85% Convertible Senior
Debentures due 2027 (CUSIP No. 929042AC3) (the "2027 Debentures” and
together with the 2026 Debentures, the "Securities"), each of which is
guaranteed by Vornado Realty L.P. (the "Operating Partnership”), the
operating partnership through which Vornado conducts its business and
holds substantially all of its assets. Vornado intends to pay for all of
the Securities purchased pursuant to the tender offers from available
cash received from the Operating Partnership. The Offer to Purchase,
dated today, and the related letter of transmittal, set forth the
complete terms of the tender offers.
Upon the terms and subject to the conditions of the tender offers, the
Securities will be purchased at a purchase price of $1,000 per $1,000 in
principal amount of such Securities, in each case validly tendered and
accepted for purchase, plus accrued and unpaid interest, if any, to, but
not including, the date on which payment is made for the Securities that
are purchased pursuant to the tender offers. The tender offers will each
expire at 12:00 midnight, New York City time, on December 1, 2009,
unless extended by Vornado (the "Expiration Time"). Any such extension
will be followed by a public announcement no later than 9:00 a.m., New
York City time, on the first business day after the previously scheduled
applicable Expiration Time. Tendered Securities may be withdrawn prior
to the applicable Expiration Time.
The tender offers are subject to certain customary conditions described
in the Offer to Purchase. The tender offers are not conditioned upon the
tender of any minimum principal amount of Securities. Vornado may,
subject to applicable law, and as stated in the Offer to Purchase,
amend, extend or terminate the tender offers.
Vornado has retained BofA Merrill Lynch and Goldman, Sachs & Co. to
serve as the Dealer Managers and has retained Global Bondholder Services
Corporation to serve as the information agent for the tender offers.
Requests for documents may be directed to Global Bondholder Services
Corporation by telephone at 212-430-3774 or 866-470-3900, or in writing
at 65 Broadway - Suite 723, New York, NY, 10006, Attention: Corporate
Actions. Questions regarding the tender offers may be directed to BofA
Merrill Lynch at (888) 292-0070 (toll free) or Goldman, Sachs & Co. at
(800) 828-3182 (toll free).
Vornado, the Operating Partnership, the Board of Trustees of Vornado,
the information agent or either of the Dealer Managers do not make any
recommendation as to whether holders of the Securities should tender or
refrain from tendering Securities.
The complete terms and conditions of each tender offer are set forth in
the Offer to Purchase that is being sent to holders of the Securities
and is also available online on the Securities and Exchange Commission’s
(the "SEC’s”) website at www.sec.gov
as an exhibit to the Tender Offer Statement on Schedule TO filed by
Vornado with the SEC on November 2, 2009.
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell, or to solicit any
consents related to, the Securities. The offers to purchase Securities
will only be made pursuant to the Offer to Purchase and related letter
of transmittal that Vornado has filed with the SEC and will be mailed to
holders of Securities. Holders of Securities should read those materials
carefully because they will contain important information, including the
various terms of, and conditions to, the tender offers.
Vornado Realty Trust is a fully integrated equity real estate investment
trust.
Certain statements contained herein may constitute "forward-looking
statements”. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Vornado to be materially
different from any future results, performance or achievements expressed
or implied by such forward-looking statements. Such factors include,
among others, risks associated with the timing of and costs associated
with property improvements, financing commitments, general competitive
factors and the risk factors discussed in documents filed by Vornado
from time to time with the SEC, including the Vornado’s Annual Report on
Form 10-K and its Quarterly Reports on Form 10-Q.