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): October 1, 2008
BioMed Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Maryland | | 1-32261 | | 20-1142292 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
17190 Bernardo Center Drive
San Diego, CA 92128
(Address of principal executive offices, including zip code)
(858) 485-9840
(Registrant’s telephone number, including area code)
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 (seeGeneral Instruction A.2. below):
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))
TABLE OF CONTENTS
Item 8.01. Other Events.
On October 1, 2008, BioMed Realty Trust, Inc. (the “Company”) entered into an underwriting agreement with UBS Securities LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell 7,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), plus up to an additional 1,125,000 shares of Common Stock pursuant to the Underwriter’s 30-day over-allotment option, at a price to the public of $24.93 per share. The Underwriter exercised its over-allotment option in full on October 1, 2008. The offering closed on October 6, 2008. Net proceeds from the offering of an aggregate of 8,625,000 shares were approximately $212.4 million after deducting underwriter discounts and commissions and estimated expenses. After the closing of the offering, the number of shares of Common Stock outstanding was 80,345,258.
The Company intends to use the net proceeds of the offering to repay a portion of the outstanding indebtedness under its $600.0 million unsecured line of credit and for other general corporate and working capital purposes.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed herewith:
| | | |
| Exhibit | | |
| Number | | Description of Exhibit |
| 1.1 | | Underwriting Agreement, dated as of October 1, 2008, among the Company, BioMed Realty, L.P. and UBS Securities LLC |
| | | |
| 5.1 | | Opinion of Venable LLP |
| | | |
| 8.1 | | Opinion of Latham & Watkins LLP |
| | | |
| 23.1 | | Consent of Venable 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 8.1 hereto) |
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.
Date: October 6, 2008
| | | | | | | |
| | | BIOMED REALTY TRUST, INC. | | |
| | | | | | | |
| | | By: | | /s/ Kent Griffin | | |
| | | | | | | |
| | | Name: | | Kent Griffin | | |
| | | Title: | | Chief Financial Officer | | |
EXHIBIT INDEX
| | | |
| Exhibit | | |
| Number | | Description of Exhibit |
| 1.1 | | Underwriting Agreement, dated as of October 1, 2008, among the Company, BioMed Realty, L.P. and UBS Securities LLC |
| | | |
| 5.1 | | Opinion of Venable LLP |
| | | |
| 8.1 | | Opinion of Latham & Watkins LLP |
| | | |
| 23.1 | | Consent of Venable 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 8.1 hereto) |
