Vornado Realty L.P. (the "Company”), the operating partnership through
which Vornado Realty Trust (NYSE: VNO) conducts its business and holds
substantially all of its assets, today announced that it has commenced a
cash tender offer for any and all of its $154,910,000 principal amount
of outstanding 4.50% Notes due 2009 (CUSIP No. 929043AB3) (the "2009
Notes”), $177,205,000 principal amount of outstanding 4.75% Notes due
2010 (CUSIP No. 929042AB5) (the "2010 Notes”), and $204,811,000
principal amount of outstanding 5.60% Notes due 2011 (CUSIP No.
929043AD9) (the "2011 Notes” and together with the 2009 Notes and the
2010 Notes, the "Securities"). The Company intends to pay for all of the
Securities purchased pursuant to the tender offer by utilizing cash on
hand and its revolving credit facilities. The Offer to Purchase, dated
today, and the related letter of transmittal, set forth the terms of the
tender offer.
Upon the terms and subject to the conditions of the tender offer, the
2009 Notes will be purchased at a purchase price of $1,000 per $1,000 in
principal amount of such Securities, the 2010 Notes will be purchased at
a purchase price of $970 per $1,000 in principal amount of such
Securities, and the 2011 Notes will be purchased at a purchase price of
$970 per $1,000 in principal amount of such Securities, in each case
validly tendered and accepted for purchase, plus accrued and unpaid
interest to, but not including, the date on which the Securities are
purchased. The tender offer will expire at 5:00 p.m., New York City
time, on May 7, 2009, unless extended by the Company (the "Expiration
Date"). 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 Expiration Date. Tendered Securities may
be withdrawn prior to, but not after, the Expiration Date.
The tender offer is conditioned upon the satisfaction of certain
customary conditions described in the Offer to Purchase. The tender
offer is not conditioned upon the tender of any minimum principal amount
of Securities. Subject to applicable law, the Company may, at its sole
discretion, waive any condition applicable to the tender offer and may
extend the tender offer. Under certain conditions and as more fully
described in the Offer to Purchase, the Company may terminate the tender
offer before the Expiration Date.
The Company has retained Citi and JP Morgan Securities to serve as
Dealer Managers and has retained Global Bondholder Services Corporation
to serve as the information agent for the tender offer. 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 offer may be directed to Citi at (800)
558-3745 (toll free) and to J.P. Morgan Securities at (866) 834-4666
(toll free) and (212) 834-3424 (collect).
Neither the Company, the board of trustees of Vornado Realty Trust, the
information agent nor either of the Dealer Managers makes any
recommendation as to whether holders of the Securities should tender or
refrain from tendering Securities. This press release is neither an
offer to purchase nor a solicitation of an offer to sell the Securities
or any other securities. The offer is made only by the Offer to Purchase
and the related letter of transmittal.
About Vornado Realty L.P.
Vornado Realty L.P. is the operating partnership through which Vornado
Realty Trust (NYSE: VNO) conducts its business and holds substantially
all of its assets. Vornado Realty Trust is a fully-integrated equity
real estate investment trust. Vornado Realty Trust is the sole general
partner of, and owned approximately 90.4% of the common limited
partnership interest in, Vornado Realty L.P. at March 31, 2009.
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 the Company 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 the Company
from time to time with the Securities and Exchange Commission, including
the Company’s Annual Report on Form 10-K and the Company’s Quarterly
Reports on Form 10-Q.
