Item 1.01 Entry Into a Material Agreement
On
The Notes are governed by the terms of an Indenture, dated as of
The Notes bear interest at a rate of 4.900% per year, from and including
The Company has the option to redeem all or a part of the Notes at any time or
from time to time. Before
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 Twelfth 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 8.01 Other Events
In connection with the sale of the Notes, the Company and the Guarantor entered
into an Underwriting Agreement, dated
On
OnMarch 23, 2020, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 1.1 Underwriting Agreement, datedMarch 23, 2020 , amongAlexandria Real Estate Equities, Inc. ,Alexandria Real Estate Equities, L.P. andCitigroup Global Markets Inc. ,BofA Securities, Inc. ,Goldman Sachs & Co. LLC andJ.P. Morgan Securities LLC , as representatives of the several Underwriters named therein. 4.1* Indenture, dated as ofMarch 3, 2017 , amongAlexandria Real Estate Equities, Inc. ,Alexandria Real Estate Equities, L.P. andBranch Banking and Trust Company , as trustee, filed as an exhibit to the Company's Current Report on Form 8-K filed with theSEC onMarch 3, 2017 . 4.2 Supplemental Indenture No. 12, dated as ofMarch 26, 2020 , by and amongAlexandria Real Estate Equities, Inc. ,Alexandria Real Estate Equities, L.P. andBranch Banking and Trust Company , as trustee. 4.3 Form of 4.900% Senior Note due 2030 (included in Exhibit 4.2 above). 5.1 Opinion ofVenable LLP . 5.2 Opinion ofMorrison & Foerster LLP . 8.1 Tax Opinion ofMorrison & Foerster LLP . 23.1 Consent ofVenable LLP (included in opinion filed as Exhibit 5.1). 23.2 Consent ofMorrison & Foerster LLP (included in opinion filed as Exhibit 5.2). 23.3 Consent ofMorrison & Foerster LLP (included in opinion filed as Exhibit 8.1). 99.1 Press Release, datedMarch 23, 2020 . 99.2 Press Release, datedMarch 23, 2020 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
(*) Incorporated by reference.
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