Kilroy Realty : ENTRY INTO A MATERIAL AGREEMENT (Form 8-K)

ENTRY INTO A MATERIAL AGREEMENT

On October 7, 2021, Kilroy Realty, L.P. (the "Operating Partnership") issued and sold $450,000,000 in aggregate principal amount of its 2.650% Senior Notes due 2033 (the "Notes"). The terms of the Notes are governed by an indenture, dated March 1, 2011 (the "Base Indenture"), by and among the Operating Partnership, as issuer, Kilroy Realty Corporation, as guarantor (the "Company"), and U.S. Bank National Association, as trustee, as amended and supplemented by a supplemental indenture, dated July 5, 2011 (the "Supplemental Indenture"), by and among the Operating Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee, and an officers' certificate, dated October 7, 2021 (the "Officers' Certificate"), pursuant thereto establishing the form and terms of the Notes and the related guarantees.

The foregoing descriptions of the Notes, the Base Indenture and the Supplemental Indenture do not purport to be complete and are qualified in their entirety by the full text of the Base Indenture, the Supplemental Indenture and the Officers' Certificate, which are being filed herewith or incorporated by reference, as the case may be, as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form

8-K.

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

4.1		Indenture, dated March 1, 2011, by and among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee.(1)
4.2		Supplemental Indenture, dated July 5, 2011, by and among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee.(2)
4.3*		Officers' Certificate, dated October 7, 2021, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, as amended and supplemented, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled "2.650% Senior Notes due 2033," including the form of 2.650% Senior Note due 2033 and the form of related guarantee.
5.1*		Opinion of Ballard Spahr LLP.
5.2*		Opinion of Latham & Watkins LLP.
23.1*		Consent of Ballard Spahr LLP (contained in the opinion filed as Exhibit 5.1 hereto).
23.2*		Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.2 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith

(1)	Previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as exhibit 4.1 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on October 2, 2013.

(2)	Previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as exhibit 4.2 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on October 2, 2013.