Alexandria Real Estate Equities, Inc 8-K, filed Jan 16, 2007
Alexandria Real Estate Equities, Inc. (ARE)
About this 8-K
Alexandria Real Estate Equities, Inc filed this 8-K on January 16, 2007, reporting on events of January 9, 2007.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 2007
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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1-12993 |
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95-4502084 |
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(State or other jurisdiction of incorporation) |
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(Commission |
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(I.R.S. Employer
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385 East Colorado Boulevard, Suite 299 |
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91101 |
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Pasadena, California |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (626) 578-0777
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))
Item 8.01 Other Events
On January 9, 2007, Alexandria Real Estate Equities, Inc. (the “Company”) announced that it commenced a private offering of convertible notes. A copy of the Press Release pursuant to which such announcement was made is attached hereto as Exhibit 99.1.
On January 11, 2007 the Company announced that it priced the private offering of $400 million aggregate principal amount of 3.70% convertible notes due 2027 (the “Notes”), plus up to an additional $60 million aggregate principal amount of the Notes that may be issued at the option of the initial purchasers within 30 days of the initial issuance of the Notes. The Notes will be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes and any Company common shares that may be issued upon conversion of the Notes have not been registered under the Securities Act or any state securities laws. A copy of the Press Release pursuant to which such announcement was made is attached hereto as Exhibit 99.2.
Item 9.01 Exhibits
(d) Exhibits
99.1 Press Release dated January 9, 2007.
99.2 Press Release dated January 11, 2007.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALEXANDRIA REAL ESTATE EQUITIES, INC. |
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Date: |
January 12, 2007 |
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By: |
/s/ Dean A. Shigenaga |
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Dean A. Shigenaga |
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Chief Financial Officer |
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EXHIBIT 99.1
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Contact: |
Joel S. Marcus |
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Chief Executive Officer |
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Alexandria Real Estate Equities, Inc. |
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(626) 578-9693 |
Alexandria Real Estate Equities, Inc.
Announces
$350 million offering of convertible notes due 2027
PASADENA, CA. — January 9, 2007 — Alexandria Real Estate Equities, Inc. (NYSE:ARE) announced today that it has commenced a private offering, subject to market conditions, of $350 million aggregate principal amount of convertible notes due 2027, plus up to an additional $52.5 million aggregate principal amount of notes that may be issued at the option of the initial purchasers within 30 days of the initial issuance of the notes. The notes will be unsecured obligations of the Company, convertible into cash and, if applicable, shares of the Company’s common stock. The interest rate, conversion rate and other terms of the notes will be determined by negotiations between the Company and the initial purchasers of the notes. The Company expects the net proceeds from this offering will be used to reduce the outstanding balance on our unsecured line of credit. The Company may then borrow from time to time under our unsecured line of credit to provide funds for general working capital and other corporate purposes, including the acquisition of additional life science properties and the redevelopment and development of existing or new properties.
The notes will be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The notes and any Company common shares that may be issued upon conversion of the notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. This press release is issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
This press release contains forward-looking statements within the meaning of the federal securities laws. The Company’s actual results might differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in the Company’s Form 10-K Annual Report and other periodic reports filed with the Securities and Exchange Commission.
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EXHIBIT 99.2
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Contact: |
Joel S. Marcus |
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Chief Executive Officer |
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Alexandria Real Estate Equities, Inc. |
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(626) 578-9693 |
Alexandria Real Estate Equities, Inc.
Announces
Pricing of $400 million of 3.70% convertible notes due 2027
PASADENA, CA. — January 11, 2007 — Alexandria Real Estate Equities, Inc. (NYSE:ARE) announced today that it has priced a private offering of $400 million aggregate principal amount of 3.70% convertible notes due 2027 (the “Notes”), plus up to an additional $60 million aggregate principal amount of the Notes that may be issued at the option of the initial purchasers within 30 days of the initial issuance of the Notes.
The Notes will have an initial conversion rate of approximately 8.4774 common shares per $1,000 principal amount of the Notes, representing a conversion price of approximately $117.96 per share of the Company’s common stock and a conversion premium of approximately 20% based on the last reported sale price of $98.30 per share of the Company’s common stock on January 10, 2007. The Notes will be senior unsecured obligations of the Company and will be convertible upon the occurrence of certain events into cash or a combination of cash and shares of the Company’s common stock. The closing of the sale of the Notes is expected to occur on January 17, 2007.
The Company expects the net proceeds from this offering will be used to reduce the outstanding balance on our unsecured line of credit. The Company may then borrow from time to time under our unsecured line of credit to provide funds for general working capital and other corporate purposes, including the acquisition of additional life science properties and the redevelopment and development of existing or new properties.
The Notes will be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes and any Company common shares that may be issued upon conversion of the Notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.
This press release is issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
This press release contains forward-looking statements within the meaning of the federal securities laws. The Company’s actual results might differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in the Company’s Form 10-K Annual Report and other periodic reports filed with the Securities and Exchange Commission.
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