Alexandria Real Estate Equities, Inc 8-K, filed Apr 27, 2009
Alexandria Real Estate Equities, Inc. (ARE)
About this 8-K
Alexandria Real Estate Equities, Inc filed this 8-K on April 27, 2009, reporting on events of April 21, 2009.
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): April 21, 2009
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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(I.R.S. Employer |
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385 East Colorado Boulevard, Suite 299 |
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Pasadena, California |
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91101 |
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Registrant’s telephone number, including area code: (626) 578-0777
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 April 21, 2009, Alexandria Real Estate Equities, Inc. (the “Company”) announced that it commenced a private offering of senior convertible notes. Pursuant to and in accordance with Rule 135c of the Securities Act of 1933, as amended (the “Securities Act”), the Company is filing with this Current Report on Form 8-K the press release on which such announcement was made (attached hereto as Exhibit 99.1).
On April 21, 2009 the Company announced that it priced the private offering of $225 million aggregate principal amount of 8.00% senior convertible notes due 2029 (the “Notes”), plus up to an additional $35 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 were sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Notes and any shares of the Company’s common stock that may be issued upon conversion of the Notes have not been registered under the Securities Act or any state securities laws. Pursuant to and in accordance with Rule 135c of the Securities Act, the Company is filing with this Current Report on Form 8-K the press release on which such announcement was made (attached hereto as Exhibit 99.2).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release, dated April 21, 2009
99.2 Press Release, dated April 21, 2009
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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: April 27, 2009 |
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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Joel S. Marcus |
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Chairman/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
$175 MILLION OFFERING OF SENIOR CONVERTIBLE NOTES DUE 2029
PASADENA, CA. — April 21, 2009 — Alexandria Real Estate Equities, Inc. (NYSE:ARE) announced today that it has commenced a private offering, subject to market conditions, of $175 million aggregate principal amount of senior convertible notes due 2029. The Company also expects to grant the initial purchasers a 30-day option to purchase up to an additional $25 million aggregate principal amount of the notes. The notes will be unsecured obligations of the Company, convertible under certain circumstances into cash, shares of the Company’s common stock, or a combination of both, at the Company’s election. 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 intends to use the net proceeds from this offering to reduce the outstanding balance on its unsecured line of credit. The Company may borrow funds under its unsecured line of credit to repurchase certain of its outstanding convertible notes and pay down a portion of its senior secured term loan. The Company may then also borrow from time to time under its unsecured line of credit to provide funds for general working capital and other corporate purposes, including the repayment of debt and selective redevelopment or development of life science 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 shares of the Company’s common stock 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 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements regarding the Company’s offering of notes (including an over-allotment option) and its intended use of the proceeds. These forward-looking statements are based on the Company’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by the Company’s forward-looking statements as a result of a variety of factors, including, without limitation, the risks and uncertainties detailed in its filings with the Securities and Exchange Commission. All forward-looking statements are made as of today, and the Company assumes no obligation to update this information. For more discussion relating to risks and uncertainties that could cause actual results to differ materially from those anticipated in the Company’s forward-looking statements, and risks and uncertainties to the Company’s business in general, please refer to the Company’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q.
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EXHIBIT 99.2
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Contact: |
Joel S. Marcus |
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Chairman/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 $225 MILLION OF 8.00% SENIOR CONVERTIBLE NOTES DUE 2029
PASADENA, CA. — April 21, 2009 — Alexandria Real Estate Equities, Inc. (NYSE:ARE) announced today that it has priced a private offering of $225 million aggregate principal amount of 8.00% senior convertible notes due 2029. The Company also granted the initial purchasers a 30-day option to purchase up to an additional $35 million aggregate principal amount of the notes.
The notes will have an initial conversion rate of approximately 24.1546 shares of the Company’s common stock per $1,000 principal amount of the notes, representing a conversion price of approximately $41.40 per share of the Company’s common stock and a conversion premium of approximately 15% based on the last reported sale price of $36.00 per share of the Company’s common stock on April 21, 2009. The notes will be unsecured obligations of the Company, convertible under certain circumstances into cash, shares of the Company’s common stock, or a combination of both, at the Company’s election. The closing of the sale of the notes is expected to occur on April 27, 2009.
The Company intends to use the net proceeds from this offering to reduce the outstanding balance on its unsecured line of credit. The Company may borrow funds under its unsecured line of credit to repurchase certain of its outstanding convertible notes and pay down a portion of its senior secured term loan. The Company may then also borrow from time to time under its unsecured line of credit to provide funds for general working capital and other corporate purposes, including the repayment of debt and selective redevelopment or development of life science 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 shares of the Company’s common stock 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 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements regarding the Company’s offering of notes (including an over-allotment option), its intended use of the proceeds and the expected closing date of the offering. These forward-looking statements are based on the Company’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by the Company’s forward-looking statements as a result of a variety of factors, including, without limitation, the risks and uncertainties detailed in its filings with the Securities and Exchange Commission. All forward-looking statements are made as of today, and the Company assumes no obligation to update this information. For more discussion relating to risks and uncertainties that could cause actual results to differ materially from those anticipated in the Company’s forward-looking statements, and risks and uncertainties to the Company’s business in general, please refer to the Company’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q.
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