Item 8.01. Other Events.

On May 24, 2021, Vornado Realty L.P. (the "Company"), the operating partnership through which Vornado Realty Trust, a fully integrated real estate investment trust organized under the laws of Maryland, conducts its business and owns substantially all of its interests in properties, issued and sold (i) $400,000,000 aggregate principal amount of its 2.150% Notes due 2026 and (ii) $350,000,000 aggregate principal amount of its 3.400% Notes due 2031 (collectively, the "Notes") in an underwritten public offering (the "Offering") pursuant to an effective shelf registration statement. Vornado Realty Trust is the sole general partner of, and owned approximately 92.7% of the common limited partnership interests in, Vornado Realty L.P. as of March 31, 2021. In connection with the Offering, the Company entered into an underwriting agreement with Citigroup Global Markets Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters of the Offering. A copy of that underwriting agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference. The opinion of Sullivan & Cromwell LLP with respect to the validity of the Notes and the opinion of Venable LLP with respect to certain matters relating to Vornado Realty Trust, a Maryland real estate investment trust and the sole general partner of the Company, are attached hereto as Exhibits 5.1 and 5.2, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



    1.1       Underwriting Agreement, dated May 13, 2021, among Vornado Realty
            L.P. and Citigroup Global Markets Inc., BMO Capital Markets Corp.,
            J.P. Morgan Securities LLC and Mizuho Securities USA LLC as
            representatives of the several underwriters.

    5.1       Opinion of Sullivan & Cromwell LLP as to validity of the Notes.

    5.2       Opinion of Venable LLP.

    23.1      Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

    23.2      Consent of Venable LLP (included in Exhibit 5.2).

  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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