| ITEM 1.01 | ENTRY INTO A MATERIAL AGREEMENT |
The information set forth in Item 2.03 of this Current Report on Form
8-K
is incorporated by reference into this Item 1.01.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
On January 12, 2024, Kilroy Realty, L.P. (the “Operating Partnership”) and Kilroy Realty Corporation (the “Company”) completed an underwritten public offering of $400,000,000 aggregate principal amount of the Operating Partnership’s 6.250% Senior Notes due 2036 (the “Notes”).
The Notes are fully and unconditionally guaranteed by the Company (the “Guarantee”). The terms of the Notes are governed by an indenture, dated as of March 1, 2011 (the “Base Indenture”), by and among the Operating Partnership, the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by a supplemental indenture, dated as of July 5, 2011, among the Issuer, the Company and the Trustee (the “Supplemental Indenture”; the Base Indenture, as amended and supplemented by the Supplemental Indenture, is hereinafter called the “Indenture”), and an officers’ certificate, dated as of January 12, 2024, establishing the form and terms of the Notes and Guarantee pursuant to the Indenture (the “Officers’ Certificate”).The Indenture contains various restrictive covenants, including limitations on the ability of the Operating Partnership and its subsidiaries to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. Copies 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, are attached as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form
8-K.
The Notes are the Operating Partnership’s senior unsecured obligations and rank equally in right of payment with all of the Operating Partnership’s other existing and future senior unsecured indebtedness. However, the Notes are effectively subordinated in right of payment to all of the Operating Partnership’s existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness); all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Operating Partnership’s subsidiaries and of any entity the Operating Partnership accounts for using the equity method of accounting; and all existing and future preferred equity not owned by the Operating Partnership, if any, in the Operating Partnership’s subsidiaries and in any entity the Operating Partnership accounts for using the equity method of accounting. The Notes bear interest at 6.250% per annum. Interest is payable on the Notes on January 15 and July 15 of each year, beginning July 15, 2024, until the maturity date of January 15, 2036.
The Operating Partnership may, at its option, redeem the Notes at any time in whole or from time to time in part at the applicable redemption price described in Annex I to the Officers’ Certificate.
The descriptions of the Base Indenture, the Supplemental Indenture and the Officers’ Certificate, are summaries and are qualified in their entirety by the terms of the Base Indenture, the Supplemental Indenture and the Officers’ Certificate, respectively.
On January 9, 2024, the Operating Partnership and the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, PNC Capital Markets LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters (the “Underwriters”) listed on Schedule A attac
hed
thereto, relating to the public offering by the Operating Partnership of $400,000,000 aggregate principal amount of the Notes. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference. The description of the Underwriting Agreement in this Current Report on Form
8-K
is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.
On January 12, 2024, the Operating Partnership completed such underwritten public offering of $400,000,000 aggregate principal amount of the Notes, which are fully and unconditionally guaranteed by the Company. The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on September 15, 2022 (Registration Nos.
333-267440
and
a base prospectus included therein, dated September 15, 2022, and a prospectus supplement, dated January 9, 2024, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this
