Alexandria Real Estate Equities, Inc 8-K, filed Jan 18, 2022
Alexandria Real Estate Equities, Inc. (ARE)
About this 8-K
Alexandria Real Estate Equities, Inc filed this 8-K on January 18, 2022, reporting on events of January 13, 2022.
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
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 8.01 | Other Events |
As previously announced on January 4, 2022, Alexandria Real Estate Equities, Inc. (the “Company”) entered into (a) forward sale agreements with each of JPMorgan Chase Bank, National Association, (“JPMC”), Bank of America, N.A. (“BofA”), Citibank, N.A. (“Citibank”), Goldman Sachs & Co. LLC (“Goldman Sachs”) and Royal Bank of Canada (“RBC”), and (b) an underwriting agreement by and among the Company, J.P. Morgan Securities LLC (“J.P. Morgan Securities”) (in its capacity as an agent and affiliate of JPMC, as forward purchaser), BofA Securities, Inc. (“BofA Securities”) (in its capacity as an agent and affiliate of BofA, as forward purchaser), Citigroup Global Markets Inc. (“CGMI”) (in its capacity as an agent and affiliate of Citibank, as forward purchaser), Goldman Sachs, and RBC Capital Markets, LLC (“RBC Capital Markets”) (in its capacity as an agent and affiliate of RBC, as forward purchaser), each in its capacity as a forward seller, and J.P. Morgan Securities, BofA Securities, CGMI, Goldman Sachs and RBC Capital Markets as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale of up to 8,050,000 shares of the Company’s common stock at a public offering price of $210.00 per share, including an option to purchase up to 1,050,000 additional shares of the Company’s common stock (“Option”). The sale of 7,000,000 shares of the Company’s stock closed on January 7, 2022.
On January 18, 2022, the Company issued a press release announcing that the Underwriters exercised their Option in full for an additional 1,050,000 shares of the Company’s common stock at a public offering price of $210.00 per share. In connection with the Option, the Company entered into amendments to the forward sale agreements, each dated January 13, 2022, with each of JPMC, BofA, Citibank, Goldman Sachs and RBC. The sale of 1,050,000 shares of the Company’s stock pursuant to the Option closed on January 18, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
All shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3 on file with the Securities and Exchange Commission. Copies of the forward sale agreements and amendments to the forward sale agreements are attached as Exhibits 1.1 through 1.10 to this Current Report on Form 8-K and are incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibits.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
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| 1.6 | Amendment to Confirmation of Registered Forward Transaction, dated January 13, 2022, by and between the Company and JPMorgan Chase Bank, National Association. |
| 1.7 | Amendment to Confirmation of Registered Forward Transaction, dated January 13, 2022, by and between the Company and Bank of America, N.A. |
| 1.8 | Amendment to Confirmation of Registered Forward Transaction, dated January 13, 2022, by and between the Company and Citibank, N.A. |
| 1.9 | Amendment to Confirmation of Registered Forward Transaction, dated January 13, 2022, by and between the Company and Goldman Sachs & Co. LLC. |
| 1.10 | Amendment to Confirmation of Registered Forward Transaction, dated January 13, 2022, by and between the Company and Royal Bank of Canada. |
| 99.1 | Press Release, dated January 18, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the online XBRL document). |
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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.
| ALEXANDRIA REAL ESTATE EQUITIES, INC. | ||
| Date: January 18, 2022 | By: | /s/ Dean A. Shigenaga |
| Dean A. Shigenaga | ||
| President and Chief Financial Officer | ||
4
Exhibit 1.6
Execution Version
| Date: | January 13, 2022 |
| To: | Alexandria Real Estate Equities, Inc. |
| 26 North Euclid Avenue | |
| Pasadena, CA 91101 | |
| From: | JPMorgan Chase Bank, National Association |
| New York Branch | |
| 383 Madison Avenue | |
| New York, NY 10179 | |
| Re: Amendment to Registered Forward Transaction |
Ladies and Gentlemen:
The purpose of this letter agreement (the “Amendment”) is to amend certain terms and conditions of the letter agreement between JPMorgan Chase Bank, National Association (“Dealer”) and Alexandria Real Estate Equities, Inc. (“Counterparty”), dated as of January 4, 2022 (the “Confirmation”), as provided below. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Confirmation.
| 1. | The “General Terms” section of the Confirmation is hereby amended as follows: |
| (a) | Subject to Section 2(v) of this Amendment, the reference to “1,400,000 Shares” in the “Number of Shares” definition shall be replaced by “1,610,000 Shares”. |
| (b) | The definition of “Forward Price” shall be amended by inserting the following at the end of clause (b): “; provided, further, that in respect of any Borrowed Additional Shares (as defined in the Underwriting Agreement), the Forward Price shall be adjusted by the Calculation Agent at the Date of Delivery for such Borrowed Additional Shares to account for the fact that the application of the Daily Rate under this clause (b) shall not apply prior to such Date of Delivery with respect to the related Additional Number of Shares.” |
| (c) | The following definitions are added after the definition of “Forward Price”: |
| Additional Number of Shares: | The Borrowed Additional Shares (as defined in the Underwriting Agreement) that the Underwriters (as defined in the Underwriting Agreement) have purchased from Dealer, or its affiliate, as forward seller, pursuant to Section 1 of the Underwriting Agreement. |
| Date of Delivery: | The additional time of purchase of the Additional Number of Shares as determined under the Underwriting Agreement. |
| 2. | The effectiveness of this Amendment on the Date of Delivery shall be subject to the satisfaction or waiver by Dealer of the following conditions: (i) the condition that the representations and warranties of Counterparty contained in the Underwriting Agreement and any certificate delivered pursuant thereto by Counterparty are true and correct as of the Date of Delivery as if made on the Date of Delivery, (ii) the condition that Counterparty has performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Date of Delivery, (iii) all of the conditions set forth or referenced in Section 7 of the Underwriting Agreement have been satisfied, (iv) the Underwriting Agreement remains in effect and has not terminated pursuant to Section 8 of the Underwriting Agreement, and (v) the condition that, as determined by Dealer in good faith and a commercially reasonable manner, neither of the following has occurred: (A) Dealer is unable to borrow and deliver for sale a number of Shares equal to the Additional Number of Shares, or (B) in Dealer’s commercially reasonable judgment either it is impracticable to do so or Dealer would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so (in which event the Confirmation shall be effective but the Additional Number of Shares for this Transaction shall be the number of Shares Dealer is required to deliver in accordance with Section 1 of the Underwriting Agreement and the number referenced in Section 1(a) of this Amendment shall be reduced accordingly). |
| 3. | Each party hereby reaffirms on the date hereof the representations contained or incorporated by reference in the Confirmation (with any references therein to the “Trade Date” deemed references to the date of this Amendment). |
| 4. | The Confirmation and this Amendment constitute the entire agreement and understanding of the parties with respect to their subject matter and terms of the Transaction and supersede all prior or contemporaneous written and oral communication with respect thereto. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties. This Amendment may be executed in counterparts (including by facsimile transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. |
| 5. | The Confirmation, as modified herein, shall continue in full force and effect. All references to the Confirmation in the Confirmation or any document related thereto shall for all purposes constitute references to the Confirmation as amended hereby. |
| 6. | This Amendment and any claim, controversy or dispute arising under or relating to this Amendment shall be governed by the laws of the State of New York without reference to the conflict of laws provisions thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the United States Court for the Southern District of New York in connection with all matters relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts. |
| 7. | Communications with Employees of J.P. Morgan Securities LLC. If Counterparty interacts with any employee of J.P. Morgan Securities LLC with respect to this Transaction, Counterparty is hereby notified that such employee will act solely as an authorized representative of JPMorgan Chase Bank, N.A. (and not as a representative of J.P. Morgan Securities LLC) in connection with the Transaction. |
[Signature Page Follows]
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Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Amendment enclosed for that purpose and returning it to us.
| Yours sincerely, | ||
| JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Santosh Sreenivasan | |
| Name: | Santosh Sreenivasan | |
| Title: | Managing Director | |
[Signature Page to Amendment to JPM
Registered Forward Transaction Confirmation]
Confirmed as of the date first above written:
| ALEXANDRIA REAL ESTATE EQUITIES, INC. | ||
| By: | /s/ Dean Shigenaga | |
| Name: | Dean Shigenaga | |
| Title: | President and Chief Financial Officer | |
[Signature Page to Amendment to JPM
Registered Forward Transaction Confirmation]
Exhibit 1.7
Execution Version
| Date: | January 13, 2022 |
| To: | Alexandria Real Estate Equities,Inc. |
| 26 North Euclid Avenue | |
| Pasadena, CA 91101 |
| From: | Bank of America, N.A. |
| One Bryant Park, 8th Fl. | |
| New York, NY 10036 | |
| Attn: Strategic Equity Solutions Group | |
| Telephone: 646-855-8900 | |
| E-mail: dg.issuer_derivatives_notices@bofa.com |
| Re: | Amendment to Registered Forward Transaction |
Ladies and Gentlemen:
The purpose of this letter agreement (the “Amendment”) is to amend certain terms and conditions of the letter agreement between Bank of America, N.A. (“Dealer”) and Alexandria Real Estate Equities, Inc. (“Counterparty”), dated as of January 4, 2022 (the “Confirmation”), as provided below. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Confirmation.
| 1. | The “General Terms” section of the Confirmation is hereby amended as follows: |
| (a) | Subject to Section 2(v) of this Amendment, the reference to “1,400,000 Shares” in the “Number of Shares” definition shall be replaced by “1,610,000 Shares”. |
| (b) | The definition of “Forward Price” shall be amended by inserting the following at the end of clause (b): “; provided, further, that in respect of any Borrowed Additional Shares (as defined in the Underwriting Agreement), the Forward Price shall be adjusted by the Calculation Agent at the Date of Delivery for such Borrowed Additional Shares to account for the fact that the application of the Daily Rate under this clause (b) shall not apply prior to such Date of Delivery with respect to the related Additional Number of Shares.” |
| (c) | The following definitions are added after the definition of “Forward Price”: |
| Additional Number of Shares: | The Borrowed Additional Shares (as defined in the Underwriting Agreement) that the Underwriters (as defined in the Underwriting Agreement) have purchased from Dealer, or its affiliate, as forward seller, pursuant to Section 1 of the Underwriting Agreement. | |
| Date of Delivery: | The additional time of purchase of the Additional Number of Shares as determined under the Underwriting Agreement. |
| 2. | The effectiveness of this Amendment on the Date of Delivery shall be subject to the satisfaction or waiver by Dealer of the following conditions: (i) the condition that the representations and warranties of Counterparty contained in the Underwriting Agreement and any certificate delivered pursuant thereto by Counterparty are true and correct as of the Date of Delivery as if made on the Date of Delivery, (ii) the condition that Counterparty has performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Date of Delivery, (iii) all of the conditions set forth or referenced in Section 7 of the Underwriting Agreement have been satisfied, (iv) the Underwriting Agreement remains in effect and has not terminated pursuant to Section 8 of the Underwriting Agreement, and (v) the condition that, as determined by Dealer in good faith and a commercially reasonable manner, neither of the following has occurred: (A) Dealer is unable to borrow and deliver for sale a number of Shares equal to the Additional Number of Shares, or (B) in Dealer’s commercially reasonable judgment either it is impracticable to do so or Dealer would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so (in which event the Confirmation shall be effective but the Additional Number of Shares for this Transaction shall be the number of Shares Dealer is required to deliver in accordance with Section 1 of the Underwriting Agreement and the number referenced in Section 1(a) of this Amendment shall be reduced accordingly). |
| 3. | Each party hereby reaffirms on the date hereof the representations contained or incorporated by reference in the Confirmation (with any references therein to the “Trade Date” deemed references to the date of this Amendment). |
| 4. | The Confirmation and this Amendment constitute the entire agreement and understanding of the parties with respect to their subject matter and terms of the Transaction and supersede all prior or contemporaneous written and oral communication with respect thereto. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties. This Amendment may be executed in counterparts (including by facsimile transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. |
| 5. | The Confirmation, as modified herein, shall continue in full force and effect. All references to the Confirmation in the Confirmation or any document related thereto shall for all purposes constitute references to the Confirmation as amended hereby. |
| 6. | This Amendment and any claim, controversy or dispute arising under or relating to this Amendment shall be governed by the laws of the State of New York without reference to the conflict of laws provisions thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the United States Court for the Southern District of New York in connection with all matters relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts. |
[Signature Page Follows]
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Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Amendment enclosed for that purpose and returning it to us.
| Yours sincerely, | |
| BANK OF AMERICA, N.A. |
| By: | /s/ Jake Mendelsohn | |
| Name: | Jake Mendelsohn | |
| Title: | Managing Director |
[Signature Page to Amendment to BofA
Registered Forward Transaction
Confirmation]
Confirmed as of the date first above written:
ALEXANDRIA REAL ESTATE EQUITIES, INC.
| By: | /s/ Dean Shigenaga | |
| Name: | Dean Shigenaga | |
| Title: | President and Chief Financial Officer |
[Signature Page to Amendment to BofA
Registered Forward Transaction
Confirmation]
Exhibit 1.8
Execution Version
| Date: | January 13, 2022 | |
| To: | Alexandria Real Estate Equities, Inc. | |
| 26 North Euclid Avenue | ||
| Pasadena, CA 91101 | ||
| From: | Citibank, N.A. | |
| 390 Greenwich Street | ||
| New York, NY 10013 | ||
| Attn: James Heathcote | ||
| Telephone: (212) 723-7452 | ||
| Email: james.heathcote@citi.com | ||
| Re: | Amendment to Registered Forward Transaction | |
Ladies and Gentlemen:
The purpose of this letter agreement (the “Amendment”) is to amend certain terms and conditions of the letter agreement between Citibank, N.A. (“Dealer”) and Alexandria Real Estate Equities, Inc. (“Counterparty”), dated as of January 4, 2022 (the “Confirmation”), as provided below. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Confirmation.
| 1. | The “General Terms” section of the Confirmation is hereby amended as follows: |
| (a) | Subject to Section 2(v) of this Amendment, the reference to “1,400,000 Shares” in the “Number of Shares” definition shall be replaced by “1,610,000 Shares”. |
| (b) | The definition of “Forward Price” shall be amended by inserting the following at the end of clause (b): “; provided, further, that in respect of any Borrowed Additional Shares (as defined in the Underwriting Agreement), the Forward Price shall be adjusted by the Calculation Agent at the Date of Delivery for such Borrowed Additional Shares to account for the fact that the application of the Daily Rate under this clause (b) shall not apply prior to such Date of Delivery with respect to the related Additional Number of Shares.” |
| (c) | The following definitions are added after the definition of “Forward Price”: |
| Additional Number of Shares: | The Borrowed Additional Shares (as defined in the Underwriting Agreement) that the Underwriters (as defined in the Underwriting Agreement) have purchased from Dealer, or its affiliate, as forward seller, pursuant to Section 1 of the Underwriting Agreement. |
| Date of Delivery: | The additional time of purchase of the Additional Number of Shares as determined under the Underwriting Agreement. |
| 2. | The effectiveness of this Amendment on the Date of Delivery shall be subject to the satisfaction or waiver by Dealer of the following conditions: (i) the condition that the representations and warranties of Counterparty contained in the Underwriting Agreement and any certificate delivered pursuant thereto by Counterparty are true and correct as of the Date of Delivery as if made on the Date of Delivery, (ii) the condition that Counterparty has performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Date of Delivery, (iii) all of the conditions set forth or referenced in Section 7 of the Underwriting Agreement have been satisfied, (iv) the Underwriting Agreement remains in effect and has not terminated pursuant to Section 8 of the Underwriting Agreement, and (v) the condition that, as determined by Dealer in good faith and a commercially reasonable manner, neither of the following has occurred: (A) Dealer is unable to borrow and deliver for sale a number of Shares equal to the Additional Number of Shares, or (B) in Dealer’s commercially reasonable judgment either it is impracticable to do so or Dealer would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so (in which event the Confirmation shall be effective but the Additional Number of Shares for this Transaction shall be the number of Shares Dealer is required to deliver in accordance with Section 1 of the Underwriting Agreement and the number referenced in Section 1(a) of this Amendment shall be reduced accordingly). |
| 3. | Each party hereby reaffirms on the date hereof the representations contained or incorporated by reference in the Confirmation (with any references therein to the “Trade Date” deemed references to the date of this Amendment). |
| 4. | The Confirmation and this Amendment constitute the entire agreement and understanding of the parties with respect to their subject matter and terms of the Transaction and supersede all prior or contemporaneous written and oral communication with respect thereto. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties. This Amendment may be executed in counterparts (including by facsimile transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. |
| 5. | The Confirmation, as modified herein, shall continue in full force and effect. All references to the Confirmation in the Confirmation or any document related thereto shall for all purposes constitute references to the Confirmation as amended hereby. |
| 6. | This Amendment and any claim, controversy or dispute arising under or relating to this Amendment shall be governed by the laws of the State of New York without reference to the conflict of laws provisions thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the United States Court for the Southern District of New York in connection with all matters relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts. |
[Signature Page Follows]
2
Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Amendment enclosed for that purpose and returning it to us.
| Yours sincerely, | ||
| CITIBANK, N.A. | ||
| By: | /s/ Eric Natelson | |
| Name: | Eric Natelson | |
| Title: | Authorized Signatory | |
[Signature Page to Amendment to Citi
Registered Forward Transaction
Confirmation]
| Confirmed as of the date first above written: | ||
| ALEXANDRIA REAL ESTATE EQUITIES, INC. | ||
| By: | /s/ Dean Shigenaga | |
| Name: | Dean Shigenaga | |
| Title: | President and Chief Financial Officer | |
[Signature Page to Amendment to Citi
Registered Forward Transaction
Confirmation]
Exhibit 1.9
Execution Version
| Date: | January 13, 2022 |
| To: | Alexandria Real Estate Equities, Inc. |
| 26 North Euclid Avenue | |
| Pasadena, CA 91101 | |
| From: | Goldman Sachs & Co. LLC |
| 200 West Street | |
| New York, NY 10282-2198 | |
| Attn: Michael Voris, Equity Capital Markets | |
| Telephone: 212-902-4895 | |
| Facsimile: 212-256-5738 | |
| E-mail: michael.voris@gs.com | |
| Re: Amendment to Registered Forward Transaction | |
Ladies and Gentlemen:
The purpose of this letter agreement (the “Amendment”) is to amend certain terms and conditions of the letter agreement between Goldman Sachs & Co. LLC (“Dealer”) and Alexandria Real Estate Equities, Inc. (“Counterparty”), dated as of January 4, 2022 (the “Confirmation”), as provided below. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Confirmation.
| 1. | The “General Terms” section of the Confirmation is hereby amended as follows: |
| (a) | Subject to Section 2(v) of this Amendment, the reference to “1,400,000 Shares” in the “Number of Shares” definition shall be replaced by “1,610,000 Shares”. |
| (b) | The definition of “Forward Price” shall be amended by inserting the following at the end of clause (b): “; provided, further, that in respect of any Borrowed Additional Shares (as defined in the Underwriting Agreement), the Forward Price shall be adjusted by the Calculation Agent at the Date of Delivery for such Borrowed Additional Shares to account for the fact that the application of the Daily Rate under this clause (b) shall not apply prior to such Date of Delivery with respect to the related Additional Number of Shares.” |
| (c) | The following definitions are added after the definition of “Forward Price”: |
| Additional Number of Shares: | The Borrowed Additional Shares (as defined in the Underwriting Agreement) that the Underwriters (as defined in the Underwriting Agreement) have purchased from Dealer, or its affiliate, as forward seller, pursuant to Section 1 of the Underwriting Agreement. |
| Date of Delivery: | The additional time of purchase of the Additional Number of Shares as determined under the Underwriting Agreement. |
| 2. | The effectiveness of this Amendment on the Date of Delivery shall be subject to the satisfaction or waiver by Dealer of the following conditions: (i) the condition that the representations and warranties of Counterparty contained in the Underwriting Agreement and any certificate delivered pursuant thereto by Counterparty are true and correct as of the Date of Delivery as if made on the Date of Delivery, (ii) the condition that Counterparty has performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Date of Delivery, (iii) all of the conditions set forth or referenced in Section 7 of the Underwriting Agreement have been satisfied, (iv) the Underwriting Agreement remains in effect and has not terminated pursuant to Section 8 of the Underwriting Agreement, and (v) the condition that, as determined by Dealer in good faith and a commercially reasonable manner, neither of the following has occurred: (A) Dealer is unable to borrow and deliver for sale a number of Shares equal to the Additional Number of Shares, or (B) in Dealer’s commercially reasonable judgment either it is impracticable to do so or Dealer would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so (in which event the Confirmation shall be effective but the Additional Number of Shares for this Transaction shall be the number of Shares Dealer is required to deliver in accordance with Section 1 of the Underwriting Agreement and the number referenced in Section 1(a) of this Amendment shall be reduced accordingly). |
| 3. | Each party hereby reaffirms on the date hereof the representations contained or incorporated by reference in the Confirmation (with any references therein to the “Trade Date” deemed references to the date of this Amendment). |
| 4. | The Confirmation and this Amendment constitute the entire agreement and understanding of the parties with respect to their subject matter and terms of the Transaction and supersede all prior or contemporaneous written and oral communication with respect thereto. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties. This Amendment may be executed in counterparts (including by facsimile transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. |
| 5. | The Confirmation, as modified herein, shall continue in full force and effect. All references to the Confirmation in the Confirmation or any document related thereto shall for all purposes constitute references to the Confirmation as amended hereby. |
| 6. | This Amendment and any claim, controversy or dispute arising under or relating to this Amendment shall be governed by the laws of the State of New York without reference to the conflict of laws provisions thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the United States Court for the Southern District of New York in connection with all matters relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts. |
[Signature Page Follows]
2
Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Amendment enclosed for that purpose and returning it to us.
| Yours sincerely, | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Mike Voris | |
| Name: | Mike Voris | |
| Title: | Partner | |
[Signature Page to Amendment to GS
Registered Forward Transaction
Confirmation]
| Confirmed as of the date first above written: | ||
| ALEXANDRIA REAL ESTATE EQUITIES, INC. | ||
| By: | /s/ Dean Shigenaga | |
| Name: | Dean Shigenaga | |
| Title: | President and Chief Financial Officer | |
[Signature Page to Amendment to GS
Registered Forward Transaction
Confirmation]
Exhibit 1.10
Execution Version
| Date: | January 13, 2022 |
| To: | Alexandria Real Estate Equities, Inc. |
| 26 North Euclid Avenue | |
| Pasadena, CA 91101 |
| From: | RBC Capital Markets, LLC |
| as agent for Royal Bank of Canada | |
| Brookfield Place | |
| 200 Vesey Street | |
| New York, NY 10281-1021 | |
| Telephone: (212) 858-7000 |
| Re: | Amendment to Registered Forward Transaction |
Ladies and Gentlemen:
The purpose of this letter agreement (the “Amendment”) is to amend certain terms and conditions of the letter agreement between Royal Bank of Canada (“Dealer”) and Alexandria Real Estate Equities, Inc. (“Counterparty”), dated as of January 4, 2022 (the “Confirmation”), as provided below. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Confirmation.
| 1. | The “General Terms” section of the Confirmation is hereby amended as follows: |
| (a) | Subject to Section 2(v) of this Amendment, the reference to “1,400,000 Shares” in the “Number of Shares” definition shall be replaced by “1,610,000 Shares”. |
| (b) | The definition of “Forward Price” shall be amended by inserting the following at the end of clause (b): “; provided, further, that in respect of any Borrowed Additional Shares (as defined in the Underwriting Agreement), the Forward Price shall be adjusted by the Calculation Agent at the Date of Delivery for such Borrowed Additional Shares to account for the fact that the application of the Daily Rate under this clause (b) shall not apply prior to such Date of Delivery with respect to the related Additional Number of Shares.” |
| (c) | The following definitions are added after the definition of “Forward Price”: |
| Additional Number of Shares: | The Borrowed Additional Shares (as defined in the Underwriting Agreement) that the Underwriters (as defined in the Underwriting Agreement) have purchased from Dealer, or its affiliate, as forward seller, pursuant to Section 1 of the Underwriting Agreement. |
| Date of Delivery: | The additional time of purchase of the Additional Number of Shares as determined under the Underwriting Agreement. |
| 2. | The effectiveness of this Amendment on the Date of Delivery shall be subject to the satisfaction or waiver by Dealer of the following conditions: (i) the condition that the representations and warranties of Counterparty contained in the Underwriting Agreement and any certificate delivered pursuant thereto by Counterparty are true and correct as of the Date of Delivery as if made on the Date of Delivery, (ii) the condition that Counterparty has performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Date of Delivery, (iii) all of the conditions set forth or referenced in Section 7 of the Underwriting Agreement have been satisfied, (iv) the Underwriting Agreement remains in effect and has not terminated pursuant to Section 8 of the Underwriting Agreement, and (v) the condition that, as determined by Dealer in good faith and a commercially reasonable manner, neither of the following has occurred: (A) Dealer is unable to borrow and deliver for sale a number of Shares equal to the Additional Number of Shares, or (B) in Dealer’s commercially reasonable judgment either it is impracticable to do so or Dealer would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so (in which event the Confirmation shall be effective but the Additional Number of Shares for this Transaction shall be the number of Shares Dealer is required to deliver in accordance with Section 1 of the Underwriting Agreement and the number referenced in Section 1(a) of this Amendment shall be reduced accordingly). |
| 3. | Each party hereby reaffirms on the date hereof the representations contained or incorporated by reference in the Confirmation (with any references therein to the “Trade Date” deemed references to the date of this Amendment). |
| 4. | The Confirmation and this Amendment constitute the entire agreement and understanding of the parties with respect to their subject matter and terms of the Transaction and supersede all prior or contemporaneous written and oral communication with respect thereto. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties. This Amendment may be executed in counterparts (including by facsimile transmission), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. |
| 5. | The Confirmation, as modified herein, shall continue in full force and effect. All references to the Confirmation in the Confirmation or any document related thereto shall for all purposes constitute references to the Confirmation as amended hereby. |
| 6. | This Amendment and any claim, controversy or dispute arising under or relating to this Amendment shall be governed by the laws of the State of New York without reference to the conflict of laws provisions thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the United States Court for the Southern District of New York in connection with all matters relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts. |
[Signature Page Follows]
2
Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Amendment enclosed for that purpose and returning it to us.
| Yours sincerely, | ||
| RBC Capital Markets, LLC | ||
| As agent for | ||
| ROYAL BANK OF CANADA | ||
| By: | /s/ Shane Didier | |
| Name: | Shane Didier | |
| Title: | Associate Director | |
[Signature Page to Amendment to RBC
Registered Forward Transaction
Confirmation]
| Confirmed as of the date first above written: | ||
| ALEXANDRIA REAL ESTATE EQUITIES, INC. | ||
| By: | /s/ Dean Shigenaga | |
| Name: | Dean Shigenaga | |
| Title: | President and Chief Financial Officer | |
[Signature Page to Amendment to RBC
Registered Forward Transaction
Confirmation]
Exhibit 99.1
For Immediate Release
ALEXANDRIA REAL ESTATE EQUITIES, INC.
ANNOUNCES UNDERWRITERS’ EXERCISE AND CLOSING OF OPTION TO PURCHASE ADDITIONAL 1,050,000 SHARES OF COMMON STOCK
PASADENA, Calif. – January 18, 2022 – Alexandria Real Estate Equities, Inc. (“Alexandria” or the “Company”) (NYSE: ARE) today announced that the underwriters of its previously announced underwritten public offering of 7,000,000 shares of the Company’s common stock fully exercised their option to purchase an additional 1,050,000 shares of the Company’s common stock at a public offering price of $210.00 per share. In connection with the offering and exercise of the option, the Company entered into forward sale agreements, each as amended, between the Company and each of JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC and Royal Bank of Canada (together, the “forward purchasers”). The exercise of the option to purchase an additional 1,050,000 shares closed on January 18, 2022.
J.P. Morgan, BofA Securities, Citigroup, Goldman Sachs & Co. LLC, RBC Capital Markets, BTIG, Evercore ISI, Mizuho Securities, Scotiabank, SMBC Nikko, TD Securities, Barclays, Capital One Securities and PNC Capital Markets LLC acted as joint book running managers for the offering. Baird, BNP PARIBAS, Fifth Third Securities, Regions Securities LLC, Truist Securities and Ramirez & Co., Inc. acted as co-managers for the offering.
The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers or their affiliates in the offering. The Company expects to use the net proceeds, if any, it receives upon the future settlement of the forward sale agreements to fund pending acquisitions and the construction of highly leased development and redevelopment projects, with remaining proceeds, if any, to be used for general working capital and other corporate purposes, which may include the reduction of the outstanding balance, if any, on the Company’s unsecured senior line of credit and the outstanding indebtedness, if any, under the Company’s commercial paper program. Selling common stock through the forward sale agreements enables the Company to set the price of such shares upon the pricing of the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company until the expected funding is required.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Alexandria, an S&P 500® urban office real estate investment trust, is the first, longest-tenured and pioneering owner, operator and developer uniquely focused on collaborative life science, agtech and technology campuses in AAA innovation cluster locations. Founded in 1994, Alexandria pioneered this niche and has since established a significant market presence in key locations, including Greater Boston, the San Francisco Bay Area, New York City, San Diego, Seattle, Maryland and Research Triangle.
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 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 the date of this press release, 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 subsequently filed quarterly reports on Form 10-Q.
CONTACT: Sara Kabakoff, Vice President – Communications, (626) 788-5578, skabakoff@are.com
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