Alexandria Real Estate Equities Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01 | Entry Into a Material Agreement |
On February 13, 2025, Alexandria Real Estate Equities, Inc. (the “Company”) issued and sold $550,000,000 aggregate principal amount of the Company’s 5.50% Senior Notes due 2035 (the “Notes”) in a registered public offering pursuant to an effective shelf registration statement on Form S-3 on file with the Securities and Exchange Commission.
The Notes are governed by the terms of an Indenture, dated as of February 13, 2025 (the “Base Indenture”), by and among the Company, as issuer, Alexandria Real Estate Equities, L.P., as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 1, dated as of February 13, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, the Guarantor and the Trustee.
The Notes bear interest at a rate of 5.50% per year, from and including February 13, 2025 or the most recent interest payment date to which interest has been paid, and are payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2025. The Notes mature on October 1, 2035. The Notes are fully and unconditionally guaranteed on a senior basis by the Guarantor (the “Guarantee”), are the unsecured senior obligations of the Company and rank 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 July 1, 2035, the redemption price for the Notes will equal the sum of (i) 100% of the principal amount of the 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 July 1, 2035, the redemption price for the Notes will be equal to the sum of 100% of the principal amount of the 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 First Supplemental Indenture and the form of the Notes and Guarantee, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information provided in Item 1.01 of this Current Report on Form 8-K pertaining to the Notes and the Indenture is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 4.1 | Indenture, dated as of February 13, 2025, among Alexandria Real Estate Equities, Inc., Alexandria Real Estate Equities, L.P. and U.S. Bank Trust Company, National Association, as trustee. |
| 4.3 | Form of 5.50% Senior Note due 2035 (included in Exhibit 4.2 above). |
| 5.1 | Opinion of Venable LLP. |
| 5.2 | Opinion of Morrison & Foerster LLP. |
| 8.1 | Tax Opinion of Morrison & Foerster LLP. |
| 23.1 | Consent of Venable LLP (included in opinion filed as Exhibit 5.1). |
| 23.2 | Consent of Morrison & Foerster LLP (included in opinion filed as Exhibit 5.2). |
| 23.3 | Consent of Morrison & Foerster LLP (included in opinion filed as Exhibit 8.1). |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALEXANDRIA REAL ESTATE EQUITIES, INC. | |||
| Date: | February 13, 2025 | By: | /s/ Marc E. Binda |
| Marc E. Binda | |||
| Chief Financial Officer and Treasurer | |||