Item 8.01 Other Events.
On November 2, 2009, Vornado Realty Trust ("Vornado") issued a press release
announcing the commencement of 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 are 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. A
copy of the press release is attached as Exhibit 99.1 hereto and incorporated
herein by reference.
The press release is for informational purposes only and does not constitute
an offer to purchase or a solicitation of an offer to sell the Securities. The
tender offers described above are being made under the terms and subject to the
conditions of the Offer to Purchase and the related Letter of Transmittal.
Holders of the Securities should carefully read the Offer to Purchase and the
related Letter of Transmittal because they contain important information,
including the terms of and conditions to the tender offers. The Offer to
Purchase and the related Letter of Transmittal are filed as Exhibits (a)(1)(i)
and (a)(1)(ii), respectively, to Vornado's Tender Offer Statement on
Schedule TO, filed with the Securities and Exchange Commission (the "SEC") on
November 2, 2009. Copies of all the offering documents, including the Offer to
Purchase and Letter of Transmittal, may be obtained free of charge, at the SEC's
website www.sec.gov or by directing a request to Global Bondholder Services
Corporation, the Information Agent, at the numbers listed in the attached press
release.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibit.
99.1 Press Release, dated November 2, 2009 (filed).
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