ALEXANDRIA REAL ESTATE EQUITIES,INC. (NYSE:ARE-E) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Agreement
On March21, 2019, Alexandria Real Estate Equities,Inc. (the “Company”) issued and sold $200,000,000 aggregate principal amount of the Company’s 4.000% Senior Notes due 2024 (the “2024 Notes”), $350,000,000 aggregate principal amount of the Company’s 3.800% Senior Notes due 2026 (the “2026 Notes”) and $300,000,000 aggregate principal amount of the Company’s 4.850% Senior Notes due 2049 (the “2049 Notes,” and together with the 2024 Notes and the 2026 Notes, the “Notes”) in a registered public offering to an effective shelf registration statement on FormS-3 on file with the Securities and Exchange Commission.
The 2024 Notes are governed by the terms of an Indenture, dated as of March3, 2017 (the “Base Indenture”), by and among the Company, as issuer, Alexandria Real Estate Equities, L.P., as guarantor (the “Guarantor”), and Branch Banking and Trust Company, as trustee (the “Trustee”), as supplemented by Supplemental Indenture No.3, dated as of June21, 2018 (the “Third Supplemental Indenture”), by and among the Company, the Guarantor and the Trustee, and Supplemental Indenture No.7, dated as of March21, 2018 (the “Seventh Supplemental Indenture”), by and among the Company, the Guarantor and the Trustee. The 2026 Notes are governed by the terms of the Base Indenture, as supplemented by Supplemental Indenture No.5, dated as of March21, 2019 (the “Fifth Supplemental Indenture”), by and among the Company, the Guarantor and the Trustee. The 2049 Notes are governed by the terms of the Base Indenture, as supplemented by Supplemental Indenture No.6, dated as of March21, 2019 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the Third Supplemental Indenture, the Seventh Supplemental Indenture and the Fifth Supplemental Indenture, the “Indenture”), by and among the Company, the Guarantor and the Trustee.
The 2024 Notes bear interest at a rate of 4.000% per year, from and including January15, 2019 or the most recent interest payment date to which interest has been paid, and are payable semi-annually in arrears on January15 and July15 of each year, beginning on July15, 2019. The 2024 Notes mature on January15, 2024. The 2026 Notes bear interest at a rate of 3.800% per year, from and including March21, 2019 or the most recent interest payment date to which interest has been paid, and are payable semi-annually in arrears on April15 and October15 of each year, beginning October15, 2019. The 2026 Notes mature on April15, 2026. The 2049 Notes bear interest at a rate of 4.850% per year, from and including March21, 2019 or the most recent interest payment date to which interest has been paid, and are payable semi-annually in arrears on April15 and October15 of each year, beginning October15, 2019. The 2049 Notes mature on April15, 2049. Each series of the Notes is fully and unconditionally guaranteed, on a senior basis, by the Guarantor (each, a “Guarantee”), is the unsecured senior obligations of the Company and ranks equally with the Company’s existing and future unsecured senior indebtedness.
The Company has the option to redeem all or a part of the Notes at any time or from time to time.
Before December15, 2023, the redemption price for the 2024 Notes will equal the sum of (i)50% of the principal amount of the 2024 Notes being redeemed, (ii)accrued and unpaid interest thereon, if any, to, but excluding, the date of the redemption, and (iii)a make-whole amount. On or after December15, 2023, the redemption price for the 2024 Notes will be equal to the sum of 50% of the principal amount of the 2024 Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. Before February15, 2026, the redemption price for the 2026 Notes will equal the sum of (i)50% of the principal amount of the 2026 Notes being redeemed, (ii)accrued and unpaid interest thereon, if any, to, but excluding, the date of the redemption, and (iii)a make-whole amount. On or after February15, 2026, the redemption price for the 2026 Notes will be equal to the sum of 50% of the principal amount of the 2026 Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. Before October15, 2048, the redemption price for the 2049 Notes will equal the sum of (i)50% of the principal amount of the 2049 Notes being redeemed, (ii)accrued and unpaid interest thereon, if any, to, but excluding, the date of the redemption, and (iii)a make-whole amount. On or after October15, 2048, the redemption price for the 2049 Notes will be equal to the sum of 50% of the principal amount of the 2049 Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.
The Indenture contains covenants that, among other things, limit the ability of the Company, the Guarantor and the Company’s subsidiaries to (i)consummate a merger, consolidation or sale of all or substantially all of the Company’s assets and (ii)incur secured or unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications.
The Indenture also provides for customary events of default. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal of and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture with respect to a series of the Notes occurs and is continuing, the Trustee or holders of not less than 25% in principal amount of the then outstanding Notes of such series may declare all the Notes of such series to be due and payable immediately.
The foregoing descriptions of the Notes and the Indenture do not purport to be complete and are qualified in their entirety by the full text of the Base Indenture, the Third Supplemental Indenture, the Seventh Supplemental Indenture, the form of the 2024 Notes and Guarantee, the Fifth Supplemental Indenture, the form of the 2026 Notes and Guarantee, the Sixth Supplemental Indenture and the form of the 2049 Notes and Guarantee, which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8 respectively, to this Current Report on Form8-K and are incorporated herein by reference.
ALEXANDRIA REAL ESTATE EQUITIES INC Exhibit
EX-4.3 2 a19-6216_4ex4d3.htm EX-4.3 Exhibit 4.3 DATED AS OF MARCH 21,…
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