Kilroy Realty Corporation (NYSE: KRC) (the “Company”) today
announced that its operating partnership, Kilroy Realty, L.P., has
priced an underwritten public offering of $400 million aggregate
principal amount of 6.250% senior notes due 2036 (the “Notes”). The
Notes will pay interest semi-annually at a rate of 6.250% per annum
on January 15 and July 15 of each year, commencing July 15, 2024,
mature on January 15, 2036 and are guaranteed by the Company. The
Notes are being offered at a price equal to 98.879% of the
principal amount, plus accrued interest, if any, with a yield to
maturity of 6.385%. The offering is expected to close on January
12, 2024, subject to the satisfaction of customary closing
conditions.
BofA Securities, J.P. Morgan, Wells Fargo Securities, PNC
Capital Markets LLC, Scotiabank, Barclays, BMO Capital Markets,
KeyBanc Capital Markets, SMBC Nikko and US Bancorp acted as joint
book-running managers; and BNY Mellon Capital Markets, LLC acted as
co-manager of the offering.
Net proceeds from the offering are expected to be approximately
$392 million, after deducting the underwriting discount and the
Company’s estimated expenses. The Company intends to use net
proceeds from the offering to redeem or repay indebtedness and, to
the extent not used for such purpose, for other general corporate
purposes that may include funding development projects and
acquiring land and properties. The Company may also hold net
proceeds in cash, cash equivalents and/or marketable securities.
Such indebtedness to be redeemed or repaid is expected to include
$200 million of borrowings under the operating partnership’s term
loan facility and may include borrowings, if any, under the
operating partnership’s revolving credit facility.
The Notes are being offered pursuant to an effective shelf
registration statement filed by Kilroy Realty Corporation and
Kilroy Realty, L.P. with the Securities and Exchange Commission
(“SEC”). The offering will be made only by means of the prospectus
supplement and accompanying prospectus. The preliminary prospectus
supplement and accompanying prospectus related to the offering have
been filed with the SEC and are available on the SEC’s website at
http://www.sec.gov. A copy of the final prospectus supplement and
accompanying prospectus related to the offering may be obtained,
when available, by contacting BofA Securities, Inc., 201 North
Tryon Street, NC1-022-02-25, Charlotte, North Carolina 28255-0001,
Attn: Prospectus Department, by telephone (toll free)
1-800-294-1322, Email: dg.prospectus_requests@bofa.com, by
telephone (toll free) at 1-800-294-1322, J.P. Morgan Securities
LLC, 383 Madison Avenue, New York, New York 10179, Attn: Investment
Grade Syndicate Desk – 3rd Floor, by telephone collect at
1-212-834-4533, Wells Fargo Securities, LLC, 608 2nd Avenue South,
Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service,
Email: wfscustomerservice@wellsfargo.com, by telephone (toll free)
at 1-800-645-3751, PNC Capital Markets LLC, 300 Fifth Avenue, 10th
Floor, Pittsburgh, Pennsylvania 15222, by telephone (toll free) at
1-855-881-0697 or Scotia Capital (USA) Inc., 250 Vesey Street, New
York, New York 10281, by telephone at 212-225-5501.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any offer or sale of these securities in any jurisdiction in which,
or to any person to whom, such offer, solicitation or sale would be
unlawful.
About Kilroy Realty Corporation
Kilroy Realty Corporation is a leading U.S. landlord and
developer, with operations in San Diego, Greater Los Angeles, the
San Francisco Bay Area, the Pacific Northwest and Austin,
Texas.
The Company is a publicly traded real estate investment trust
(“REIT”) and member of the S&P MidCap 400 Index with more than
seven decades of experience developing, acquiring and managing
office, life science and mixed-use projects.
Forward-Looking Statements
This press release contains 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. Forward-looking statements are based on our current
expectations, beliefs and assumptions, and are not guarantees of
future performance. Forward-looking statements are inherently
subject to uncertainties, risks, changes in circumstances, trends
and factors that are difficult to predict, many of which are
outside of our control. Accordingly, actual performance, results
and events may vary materially from those indicated or implied in
the forward-looking statements, and you should not rely on the
forward-looking statements as predictions of future performance,
results or events. Numerous factors could cause actual future
performance, results and events to differ materially from those
indicated in the forward-looking statements, including, among
others: global market and general economic conditions, including
periods of heightened inflation, and their effect on our liquidity
and financial conditions and those of our tenants; adverse economic
or real estate conditions generally, and specifically, in the
States of California, Texas and Washington; risks associated with
our investment in real estate assets, which are illiquid, and with
trends in the real estate industry; defaults on or non-renewal of
leases by tenants; any significant downturn in tenants’ businesses,
including bankruptcy, lack of liquidity or lack of funding and the
impact of labor disruptions or strikes, such as episodic strikes in
the entertainment industry, may have on our tenants’ businesses;
our ability to re-lease property at or above current market rates;
reduced demand for office space, including as a result of remote
working and flexible working arrangements that allow work from
remote locations other than the employer’s office premises; costs
to comply with government regulations, including environmental
remediation; the availability of cash for distribution and debt
service and exposure to risk of default under debt obligations;
increases in interest rates and our ability to manage interest rate
exposure; changes in interest rates and the availability of
financing on attractive terms or at all, which may adversely impact
our future interest expense and our ability to pursue development,
redevelopment and acquisition opportunities and refinance existing
debt; a decline in real estate asset valuations, which may limit
our ability to dispose of assets at attractive prices or obtain or
maintain debt financing, and which may result in write-offs or
impairment charges; significant competition, which may decrease the
occupancy and rental rates of properties; potential losses that may
not be covered by insurance; the ability to successfully complete
acquisitions and dispositions on announced terms; the ability to
successfully operate acquired, developed and redeveloped
properties; the ability to successfully complete development and
redevelopment projects on schedule and within budgeted amounts;
delays or refusals in obtaining all necessary zoning, land use and
other required entitlements, governmental permits and
authorizations for our development and redevelopment properties;
increases in anticipated capital expenditures, tenant improvement
and/or leasing costs; defaults on leases for land on which some of
our properties are located; adverse changes to, or enactment or
implementations of, tax laws or other applicable laws, regulations
or legislation, as well as business and consumer reactions to such
changes; risks associated with joint venture investments, including
our lack of sole decision-making authority, our reliance on
co-venturers’ financial condition and disputes between us and our
co-venturers; environmental uncertainties and risks related to
natural disasters; and our ability to maintain our status as a
REIT. These factors are not exhaustive and additional factors could
adversely affect our business and financial performance. For a
discussion of additional factors that could materially adversely
affect our business and financial performance, see the factors
included under the caption “Risk Factors” in our annual report on
Form 10-K for the year ended December 31, 2022 and our other
filings with the Securities and Exchange Commission. All
forward-looking statements are based on currently available
information and speak only as of the dates on which they are made.
We assume no obligation to update any forward-looking statement
made in this press release that becomes untrue because of
subsequent events, new information or otherwise, except to the
extent we are required to do so in connection with our ongoing
requirements under federal securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20240109788305/en/
Eliott Trencher EVP, Chief Financial Officer and Chief
Investment Officer (310) 481-8587
Taylor Friend SVP, Treasurer (310) 481-8574
Kilroy Realty (NYSE:KRC)
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