ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 28, 2020, Kilroy Realty, L.P., a Delaware limited partnership (the "Operating Partnership"), entered into a Note Purchase Agreement, dated April 28, 2020, with the purchasers named therein (the "Note Purchase Agreement"), in connection with the issuance and sale of $350,000,000 aggregate principal amount of the Operating Partnership's 4.27% Senior Notes due 2031 (the "Notes").

In connection with the issuance of the Notes, Kilroy Realty Corporation, a Maryland corporation and the general partner of the Operating Partnership (the "Company"), entered into a General Partner Guaranty Agreement (the "NPA Guaranty Agreement"), pursuant to which the Company absolutely and unconditionally guarantees the payment by the Operating Partnership of all amounts due with respect to the Notes and the performance by the Operating Partnership of its obligations under the Note Purchase Agreement.

For a brief description of the material terms of the Note Purchase Agreement, the Notes and the NPA Guaranty Agreement, please see Item 2.03 of this Current Report on Form 8-K, which is incorporated by reference into this Item 1.01.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information reported under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

On April 28, 2020, the Operating Partnership issued $350,000,000 aggregate principal amount of the Notes pursuant to the Note Purchase Agreement. The Notes bear interest at a rate of 4.27% per annum and mature on January 31, 2031, unless earlier redeemed or prepaid pursuant to the terms of the Note Purchase Agreement. Interest on the Notes is payable semi-annually in arrears on April 18 and October 18 of each year beginning October 18, 2020.

The Notes are senior unsecured obligations of the Operating Partnership. The Operating Partnership intends to use the net proceeds from the offering of the Notes for general corporate purposes, including supplementing cash balances, funding development or refinancing and repaying existing indebtedness.

The Operating Partnership may, at its option and upon notice to the purchasers of the applicable Notes, prepay at any time all, or from time to time any part of, any series of Notes then outstanding (in an amount not less than 5% of the aggregate principal amount of any series of Notes then outstanding in the case of a partial prepayment), at 100% of the principal amount so prepaid, plus the make-whole amount determined for the prepayment date with respect to such principal amount as set forth in the Note Purchase Agreement.

In connection with the issuance of the Notes, the Company entered into the NPA Guaranty Agreement, pursuant to which the Company absolutely and unconditionally guarantees the payment by the Operating Partnership of all amounts due with respect to the Notes and the performance by the Operating Partnership of its obligations under the Note Purchase Agreement.

The Notes were offered and sold to accredited investors in an exempt transaction not involving a public offering in accordance with Section 4(a)(2) of the Securities Act of 1933, as amended.

The Note Purchase Agreement (including the form of the Notes) and the NPA Guaranty Agreement are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing descriptions of the material terms of the Note Purchase Agreement (including the Notes) and the NPA Guaranty Agreement, and the transactions contemplated thereby, do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.1 and 10.2.




ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.

         Note Purchase Agreement dated April 28, 2020, among Kilroy Realty, L.P.
10.1*  and the purchasers therein
10.2*    General Partner Guaranty Agreement dated April 28, 2020
       Cover Page Interactive Data File (embedded within the Inline XBRL
104    document)




--------------------------------------------------------------------------------



_______________
* Filed herewith.



--------------------------------------------------------------------------------

© Edgar Online, source Glimpses