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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): January 4, 2022

 

ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   1-12993   95-4502084

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

26 North Euclid Avenue
Pasadena, California 91101
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (626) 578-0777

 

 

 

N/A

(Former name or former address, if changed since last report)

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Common Stock, $.01 par value per share   ARE   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 8.01 Other Events

 

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.  The sale of shares closed on January 7, 2022.

 

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 underwriting agreement, the forward sale agreements, and the amendments to the forward sale agreements are attached as Exhibits 1.1 through 1.6 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.

 

On January 4, 2022, the Company issued a press release announcing the offer of its common stock.  A copy of the press release is attached hereto as Exhibit 99.1.

 

On January 4, 2022, the Company issued a press release announcing the pricing of its common stock.  A copy of the press release is attached hereto as Exhibit 99.2.

 

On January 7, 2022, the Company issued a press release announcing the closing of the public offering of 7,000,000 shares of common stock.  A copy of the press release is attached hereto as Exhibit 99.3.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

1.1 Underwriting Agreement, dated January 4, 2022, by and among the Company, J.P. Morgan Securities LLC (“J.P. Morgan Securities”) (in its capacity as an agent and affiliate of JPMorgan Chase Bank, National Association, as forward purchaser), BofA Securities, Inc. (“BofA Securities”) (in its capacity as an agent and affiliate of Bank of America, N.A., as forward purchaser), Citigroup Global Markets Inc. (“CGMI”) (in its capacity as an agent and affiliate of Citibank, N.A., as forward purchaser), Goldman Sachs & Co. LLC (“Goldman Sachs”) and RBC Capital Markets, LLC (“RBC Capital Markets”) (in its capacity as an agent and affiliate of Royal Bank of Canada, 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.

 

1.2 Confirmation of Registered Forward Transaction, dated January 4, 2022, by and between the Company and JPMorgan Chase Bank, National Association.

 

1.3 Confirmation of Registered Forward Transaction, dated January 4, 2022, by and between the Company and Bank of America, N.A.

 

1.4 Confirmation of Registered Forward Transaction, dated January 4, 2022, by and between the Company and Citibank, N.A.

 

  2  

 

 

1.5 Confirmation of Registered Forward Transaction, dated January 4, 2022, by and between the Company and Goldman Sachs & Co. LLC.

 

1.6 Confirmation of Registered Forward Transaction, dated January 4, 2022, by and between the Company and Royal Bank of Canada.

 

5.1 Opinion of Venable LLP.

 

8.1 Tax Opinion of Morrison & Foerster LLP.

 

23.1 Consent of Venable LLP (included in opinion filed as Exhibit 5.1).

 

23.2 Consent of Morrison & Foerster LLP (included in opinion filed as Exhibit 8.1).

 

99.1 Press Release, dated January 4, 2022.

 

99.2 Press Release, dated January 4, 2022.

 

99.3 Press Release, dated January 7, 2022.

 

104 Cover Page Interactive Data File (embedded within the online XBRL document).

 

  3  

 

 

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 7, 2022   By: /s/ Dean A. Shigenaga
      Dean A. Shigenaga
      President and Chief Financial Officer

 

   

 

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