Kilroy Realty Corporation (NYSE: KRC) announced today
that it has priced its public offering of 5,000,000 shares of its
common stock at a public offering price of $72.10 per share (before
deducting underwriting discounts and commissions) in connection
with the forward sale agreements described below. The forward
purchasers (as defined below) or their respective affiliates have
granted the underwriters a 30-day option to purchase up to an
additional 750,000 shares of common stock.
Barclays and Citigroup are acting as joint book-running managers
of the offering.
The Company has entered into forward sale agreements with
affiliates of each of Barclays and Citigroup (in such capacity, the
“forward purchasers”) with respect to 5,000,000 shares of the
Company’s common stock (or an aggregate of 5,750,000 shares of its
common stock if the underwriters exercise their option to purchase
additional shares in full). In connection with the forward sale
agreements, the forward purchasers or their respective affiliates,
at the Company’s request, are expected to borrow from third parties
and sell to the underwriters an aggregate of 5,000,000 shares of
the Company’s common stock (or an aggregate of 5,750,000 shares of
its common stock if the underwriters exercise their option to
purchase additional shares in full) for resale by the underwriters
in such offering. However, a forward purchaser or its respective
affiliate, as applicable, is not required to borrow shares if,
after using commercially reasonable efforts, it is unable to borrow
such shares, or if borrowing costs exceed a specified threshold or
if certain specified conditions have not been satisfied. If any
forward purchaser or its respective affiliate, as applicable, does
not deliver and sell all of the shares of the Company’s common
stock to be sold by it to the underwriters, the Company will issue
and sell to the underwriters a number of shares of its common stock
equal to the number of shares that such forward purchaser or its
respective affiliate, as applicable, does not deliver and sell, and
the number of shares underlying the relevant forward sale agreement
will be decreased by the number of shares that the Company issues
and sells.
The Company will not receive any proceeds from the sale of
shares of its common stock by the forward purchasers or their
respective affiliates to the underwriters. Instead, subject to its
right to elect cash or net share settlement subject to certain
conditions, the Company intends to issue and deliver to the forward
purchasers, upon physical settlement of such forward sale
agreements on one or more dates specified by the Company occurring
on or prior to August 1, 2019, an aggregate of 5,000,000 shares of
its common stock (or an aggregate of 5,750,000 shares of its common
stock if the underwriters exercise their option to purchase
additional shares in full) in exchange for cash proceeds per share
equal to the applicable forward sale price per share, which will
initially be equal to the public offering price per share of common
stock in the offering less underwriting discounts and commissions.
The initial forward sale price is subject to subsequent adjustments
from time to time as provided in the forward sale agreements.
The Company intends to use the net proceeds, if any, it receives
upon the settlement of the forward sale agreements for general
corporate purposes, which may include funding development projects,
acquiring land and properties and repaying outstanding
indebtedness, which may include borrowings, if any, under the
operating partnership’s revolving credit facility and borrowings
under the operating partnership’s term loan facility. Pending
application of the net proceeds for those purposes, the operating
partnership may temporarily invest such proceeds in marketable
securities.
The offering is being made pursuant to an effective shelf
registration statement and a prospectus supplement and accompanying
prospectus filed by the Company with the Securities and Exchange
Commission (“SEC”). The preliminary prospectus supplement and
accompanying prospectus related to the offering have been filed
with the SEC and are available on the SEC’s website at
http://www.sec.gov. When available, copies of the final prospectus
supplement and accompanying prospectus for the offering may be
obtained by contacting Barclays Capital Inc., via email:
barclaysprospectus@broadridge.com, telephone: (888) 603-5847 or
standard mail: c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717; or Citigroup Global Markets Inc., via
telephone: (800) 831-9146 or standard mail: Attention: Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY
11717.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any offer or sale of these securities in any jurisdiction in which
or to any person to whom such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Kilroy Realty Corporation. With over 70 years’
experience owning, developing, acquiring and managing real estate
assets in West Coast real estate markets, Kilroy Realty Corporation
(KRC), a publicly traded real estate investment trust and member of
the S&P MidCap 400 Index.
Forward-Looking Statements. This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are based on our current expectations, beliefs and
assumptions, and are not guarantees of future performance.
Forward-looking statements are inherently subject to uncertainties,
risks, changes in circumstances, trends and factors that are
difficult to predict, many of which are outside of our control.
Accordingly, actual performance, results and events may vary
materially from those indicated in the forward-looking statements,
and you should not rely on the forward-looking statements as
predictions of future performance, results or events. Numerous
factors could cause actual future performance, results and events
to differ materially from those indicated in the forward-looking
statements, including, among others: global market and general
economic conditions and their effect on our liquidity and financial
conditions and those of our tenants; adverse economic or real
estate conditions generally, and specifically, in the States of
California and Washington; risks associated with our investment in
real estate assets, which are illiquid, and with trends in the real
estate industry; defaults on or non-renewal of leases by tenants;
any significant downturn in tenants’ businesses; our ability to
re-lease property at or above current market rates; costs to comply
with government regulations, including environmental remediation;
the availability of cash for distribution and debt service and
exposure to risk of default under debt obligations; increases in
interest rates and our ability to manage interest rate exposure;
the availability of financing on attractive terms or at all, which
may adversely impact our future interest expense and our ability to
pursue development, redevelopment and acquisition opportunities and
refinance existing debt; a decline in real estate asset valuations,
which may limit our ability to dispose of assets at attractive
prices or obtain or maintain debt financing, and which may result
in write offs or impairment charges; significant competition, which
may decrease the occupancy and rental rates of properties;
potential losses that may not be covered by insurance; the ability
to successfully complete acquisitions and dispositions on announced
terms; the ability to successfully operate acquired, developed and
redeveloped properties; the ability to successfully complete
development and redevelopment projects on schedule and within
budgeted amounts; delays or refusals in obtaining all necessary
zoning, land use and other required entitlements, governmental
permits and authorizations for our development and redevelopment
properties; increases in anticipated capital expenditures, tenant
improvement and/or leasing costs; defaults on leases for land on
which some of our properties are located; adverse changes to, or
implementations of, applicable laws, regulations or legislation, as
well as business and consumer reactions to such changes; risks
associated with joint venture investments, including our lack of
sole decision-making authority, our reliance on co-venturers’
financial condition and disputes between us and our co-venturers;
environmental uncertainties and risks related to natural disasters;
and our ability to maintain our status as a REIT. These factors are
not exhaustive and additional factors could adversely affect our
business and financial performance. For a discussion of additional
factors that could materially adversely affect our business and
financial performance, see the factors included under the caption
“Risk Factors” in our annual report on Form 10-K for the year
ended December 31, 2017 and in the prospectus supplement
and accompanying prospectus related to the offering, as well as our
other filings with the SEC that are incorporated by reference in
such prospectus supplement and accompanying prospectus. All
forward-looking statements are based on currently available
information, and speak only as of the date on which they are made.
We assume no obligation to update any forward-looking statement
made in this press release that becomes untrue because of
subsequent events, new information or otherwise, except to the
extent we are required to do so in connection with our ongoing
requirements under federal securities laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180808005858/en/
Kilroy Realty CorporationTyler H. RoseExecutive Vice
Presidentand Chief Financial Officer(310) 481-8484orMichelle
NgoSenior Vice Presidentand Treasurer(310) 481-8581
Kilroy Realty (NYSE:KRC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Kilroy Realty (NYSE:KRC)
Historical Stock Chart
From Sep 2023 to Sep 2024