Current Report Filing (8-k)
18 Januar 2022 - 10:19PM
Edgar (US Regulatory)
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2022-01-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 13, 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. ¨
As
previously announced 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 (“Option”). The sale of
7,000,000 shares of the Company’s stock closed on January
7, 2022.
On January 18, 2022, the Company issued a press release announcing
that the Underwriters exercised their Option in full for an
additional 1,050,000 shares of the Company’s common stock at a
public offering price of $210.00 per share. In connection with the
Option, the Company entered into amendments to the forward sale
agreements, each dated January 13, 2022, with each of JPMC, BofA,
Citibank, Goldman Sachs and RBC. The sale of 1,050,000 shares of
the Company’s stock pursuant to the Option closed on January 18,
2022. A copy of the press release is attached hereto as Exhibit
99.1.
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 forward sale
agreements and amendments to the forward sale agreements are
attached as Exhibits 1.1 through 1.10 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.
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Item 9.01 |
Financial Statements and Exhibits |
|
104 |
Cover Page Interactive Data File (embedded within the online
XBRL document). |
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 18, 2022 |
By: |
/s/ Dean A. Shigenaga |
|
|
Dean A. Shigenaga |
|
|
President and Chief Financial
Officer |
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