|
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.
|
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
On August 8, 2025, 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 its 5.875% Senior Notes due 2035 (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 Issuer, 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 August 8, 2025, establishing the form and terms of the Notes and Guarantees pursuant to the Indenture (the “Officers’ Certificate”). The Indenture contains various restrictive covenants, including limitations on the ability of the Issuer 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 5.875% per annum. Interest is payable on the Notes on April 15 and October 15 of each year, beginning April 15, 2026, until the maturity date of October 15, 2035.
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.
Completion of Underwritten Public Offering
On August 5, 2025, the Operating Partnership and the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters (the “Underwriters”) listed on Schedule A attached 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 August 8, 2025, 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 on Form
S-3ASR
filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2025 (Registration Nos.
333-289051
and
(the “New Registration Statement”), a base prospectus included therein, dated July 29, 2025, and a prospectus supplement, dated August 5, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 to this Current Report on Form
8-K
an opinion of the Operating Partnership’s counsel, Latham & Watkins LLP, regarding the validity of the Notes and related Guarantee, and as Exhibit 5.2 to this Current Report on Form
8-K
an opinion of the Company’s counsel, Ballard Spahr LLP, regarding certain Maryland law issues.
Entry into Amendment to Sales Agreement
On July 29, 2025, the Company and the Operating Partnership filed the New Registration Statement with the SEC to replace their existing automatic shelf registration statement on Form
S-3ASR
(Nos.
333-267440
and
filed with the SEC on September 15, 2022 (the “Prior Registration Statement”). Upon effectiveness of the New Registration Statement on July 29, 2025, the Prior Registration Statement was deemed terminated.
In connection with the filing of the New Registration Statement, on August 8, 2025, the Company filed with the SEC a prospectus supplement (the “ATM Prospectus Supplement”) relating to its existing
equity offering of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) having an aggregate gross sales price of up to $500,000,000 (the “ATM Program”). No shares of the Company’s Common