ALEXANDRIA REAL ESTATE EQUITIES, INC. Item 8.01 OTHER EVENTS
On
Concurrently with entering into the Agreement, the Company entered into separate
master forward confirmations, each dated
The Agreement provides that, in addition to the issuance and sale of the Shares
by the Company through the Sales Agents, the Company may also enter into one or
more forward sale agreements under any of the Master Forward Confirmations or
under any master forward confirmations the Company may enter into, from time to
time, with any Sales Agents or their affiliates in the future. In connection
with any particular forward sale agreement, the term of which may not be less
than three months or more than two years, the relevant Forward Purchaser, each
of which is either a Sales Agent or an affiliate of a Sales Agent, will, at the
Company's request, borrow from third parties and, through its affiliated Forward
Seller, sell a number of Shares equal to the number of shares of common stock
underlying the particular forward sale agreement. In no event will the aggregate
number of Shares sold through the Sales Agents or the Forward Sellers under the
Agreement and under any forward sale agreement have an aggregate sales price in
excess of
The sales, if any, of Shares made under the Agreement will be made in "at the
market" offerings as defined in Rule 415 under the Securities Act of 1933, as
amended, including sales made directly on the
The Company or the applicable Sales Agent or Forward Seller may suspend the offering of the shares of common stock at any time upon proper notice to the other party, upon which the selling period will immediately terminate.
In connection with any forward sale agreement, the Company will pay the relevant Forward Seller, in the form of a reduced initial forward sale price under the related forward sale agreement with the related Forward Purchaser, commissions at a mutually agreed rate that will not exceed 1.5% of the gross sales prices of all borrowed Shares sold during the applicable forward hedge selling period by it as a Forward Seller.
The Company will not initially receive any proceeds from the sale of borrowed Shares by a Forward Seller. The Company expects to fully physically settle each particular forward sale agreement (by delivering shares of our common stock) with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company will expect to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, subject to certain conditions, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of common stock (in the case of net share settlement) to the relevant Forward Purchaser.
The Shares will be offered pursuant to the Company's automatic shelf
registration statement on Form S-3 (File No. 333-222136) and a prospectus
supplement of the Company, filed with the
The description of the Agreement and the Master Forward Confirmations does not purport to be complete and is qualified in its entirety by reference to the Agreement filed herewith as Exhibit 1.1 and the form of Master Forward Confirmation filed herewith as Exhibit 1.2 and are incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
1.1 Distribution Agreement, dated February 10, 2020 , among Alexandria Real
Estate Equities, Inc. , RBC Capital Markets, LLC , Robert W. Baird & Co.
Incorporated , Barclays Capital Inc. , BNP Paribas Securities Corp. , BofA
Securities, Inc. , BTIG, LLC , Capital One Securities, Inc. , Citigroup
Global Markets Inc., Evercore Group L.L.C. , Fifth Third Securities,
Inc. , Goldman Sachs & Co. LLC , J.P. Morgan Securities LLC , Mizuho
Securities USA LLC , Regions Securities LLC , Scotia Capital (USA) Inc. ,
SMBC Nikko Securities America, Inc. , SunTrust Robinson Humphrey, Inc. ,
TD Securities (USA) LLC and Wells Fargo Securities, LLC , as Sales
Agents, Royal Bank of Canada, Barclays Bank PLC, BNP Paribas , Bank of
America, N.A ., Citibank, N.A ., Goldman Sachs & Co. LLC , JPMorgan Chase
Bank, National Association , Mizuho Markets Americas LLC , The Bank of
Nova Scotia, The Toronto-Dominion Bank, and Wells Fargo Bank, National
Association , as Forward Purchasers, and RBC Capital Markets, LLC ,
Barclays Capital Inc. , BNP Paribas Securities Corp. , BofA Securities,
Inc. , Citigroup Global Markets Inc. , Goldman Sachs & Co. LLC , J.P.
Morgan Securities LLC , Mizuho Securities USA LLC , Scotia Capital (USA)
Inc. , TD Securities (USA) LLC and Wells Fargo Securities, LLC , as
Forward Sellers
1.2 Form of Master Forward Confirmation
5.1 Opinion of Venable 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 8.1)
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