| Item 1.01 | Entry Into a Material Agreement |
On February 16, 2023, Alexandria Real Estate
Equities, Inc. (the “Company”) issued and sold $500,000,000 aggregate principal amount of the Company’s 4.750%
Senior Notes due 2035 (the “2035 Notes”) and $500,000,000 aggregate principal
amount of the Company’s 5.150% Senior Notes due 2053
(the “2053 Notes,” and together with the 2035 Notes, 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 March 3, 2017 (the “Base Indenture”), by and among the Company, as issuer, Alexandria Real Estate Equities,
L.P., as guarantor (the “Guarantor”), and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee
(the “Trustee”), as supplemented by Supplemental Indenture No. 18, dated as of February 16, 2023 (the “Eighteenth
Supplemental Indenture”) and Supplemental Indenture No. 19, dated as of February 16, 2023 (the “Nineteenth
Supplemental Indenture” and, together with the Base Indenture and Eighteenth Supplemental Indenture, the “Indenture”),
by and among the Company, the Guarantor and the Trustee.
The 2035 Notes bear interest at a rate of 4.750%
per year, from and including February 16, 2023 or the most recent interest payment date to which interest has been paid, and are
payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2023. The 2035 Notes
mature on April 15, 2035. The 2053 Notes bear interest at a rate of 5.150% per year, from and including February 16, 2023 or
the most recent interest payment date to which interest has been paid, and are payable semi-annually in arrears on April 15 and October 15
of each year, beginning on October 15, 2023. The 2053 Notes mature on April 15, 2053. 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 each other and 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 January 15, 2035, the redemption price
for the 2035 Notes will equal the sum of (i) 100% of the principal amount of the 2035 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 January 15,
2035, the redemption price for the 2035 Notes will be equal to the sum of 100% of the principal amount of the 2035 Notes being redeemed,
plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. Before October 15, 2052, the redemption
price for the 2053 Notes will equal the sum of (i) 100% of the principal amount of the 2053 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 October 15,
2052, the redemption price for the 2053 Notes will be equal to the sum of 100% of the principal amount of the 2053 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 Eighteenth Supplemental
Indenture, the form of the 2035 Notes and Guarantee, the Nineteenth Supplemental Indenture and the form of the 2053 Notes and Guarantee,
which are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference.