ALEXANDRIA REAL ESTATE EQUITIES,INC. (NYSE:ARE-E) Files An 8-K Other EventsItem 8.01 OTHER EVENTS
On August21, 2017, Alexandria Real Estate Equities,Inc. (the “Company”) entered into a Distribution Agreement (the “Agreement”) with Mizuho Securities USA LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, BNP Paribas Securities Corp., BTIG, LLC, Capital One Securities,Inc., Evercore Group L.L.C., Goldman Sachs& Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America,Inc. and TD Securities (USA) LLC (and in certain cases, certain of their respective affiliates) relating to the offer and sale of shares of common stock, par value $0.01 per share, of the Company, from time to time, having an aggregate offering price of up to $750,000,000 (the “Shares”). The Company refers to these entities, when acting in their capacity as sales agents for the Company, individually as a “Sales Agent” and collectively as “Sales Agents.” The Company refers to these entities, when acting as agents for Forward Purchasers (as defined below), individually as a “Forward Seller” and collectively as “Forward Sellers.” A copy of the Agreement is attached as Exhibit1.1 hereto.
Concurrently with entering into the Agreement, the Company entered into separate master forward confirmations, each dated August21, 2017 (each, a “Master Forward Confirmation”), with each of Royal Bank of Canada, Goldman Sachs& Co. LLC and MUFG Securities EMEA plc (individually, a “Forward Purchaser” and collectively, the “Forward Purchasers”), in the form attached as Exhibit1.2 hereto.
The Agreement provides that, in addition to the issuance and sale of the Shares by the Company through the Sales Agents, the Company may also enter into one or more forward sale agreements under any of the Master Forward Confirmations or under any master forward confirmations the Company may enter into, from time to time, with any Sales Agents or their affiliates in the future. In connection with any particular forward sale agreement, the term of which may not be less than three months or more than two years, the relevant Forward Purchaser, each of which is either a Sales Agent or an affiliate of a Sales Agent, will, at the Company’s request, borrow from third parties and, through its affiliated Forward Seller, sell a number of Shares equal to the number of shares of common stock underlying the particular forward sale agreement. In no event will the aggregate number of Shares sold through the Sales Agents or the Forward Sellers under the Agreement and under any forward sale agreement have an aggregate sales price in excess of $750,000,000.
The sales, if any, of Shares made under the Agreement will be made in “at the market” offerings as defined in Rule415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange, the existing trading market for the Company’s common stock, or sales made to or through a market maker or through an electronic communications network. In addition, the Shares may be offered and sold by such other methods, including privately negotiated transactions, as the Company and the applicable Sales Agent or Forward Seller may agree to in writing. The Shares may be offered in one or more selling periods, none of which will exceed 20 consecutive trading days. The Company shall specify to the applicable Sales Agent or the applicable Forward Purchaser and Forward Seller (i)the aggregate selling price of the Shares to be sold during a selling period and (ii)the minimum price below which such Sales Agent or Forward Seller shall not sell Shares during a selling period. The Agreement provides that each Sales Agent will be entitled to compensation of up to 1.5% of the gross sales price per share for any of the Shares sold under the Agreement.
The Company or the applicable Sales Agent or Forward Seller may suspend the offering of the shares of common stock at any time upon proper notice to the other party, upon which the selling period will immediately terminate.
In connection with any forward sale agreement, the Company will pay the relevant Forward Seller, in the form of a reduced initial forward sale price under the related forward sale agreement with the related Forward Purchaser, commissions at a mutually agreed rate that will not exceed 1.5% of the gross sales prices of all borrowed Shares sold during the applicable forward hedge selling period by it as a Forward Seller.