UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Item 8.01 | Other Events |
On January 6, 2020, Alexandria Real Estate Equities, Inc. (the “Company”) entered into (a) forward sale agreements with each of Goldman Sachs & Co. LLC (“Goldman Sachs”), Bank of America, N.A. (“BofA”), Citibank, N.A. (“Citibank”), and JPMorgan Chase Bank, National Association, London Branch (“JPMC”) and (b) an underwriting agreement by and among the Company, Goldman Sachs, 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) and J.P. Morgan Securities LLC (“J.P. Morgan Securities”) (in its capacity as an agent and affiliate of JPMC, as forward purchaser), each in its capacity as a forward seller, and Goldman Sachs, BofA Securities, CGMI, and J.P. Morgan Securities, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale of up to 6,900,000 shares of the Company’s company stock at a public offering price of $155.00 per share, including an option to purchase up to 900,000 additional shares of the Company’s common stock. On January 7, 2020, the Underwriters exercised the option to purchase an additional 900,000 shares of the Company’s common stock, and the Company entered into amendments to each of the forward sale agreements relating to the exercise of the option, each dated January 8, 2020. The sale of shares closed on January 9, 2019.
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 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 6, 2020, 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 6, 2020, 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 9, 2020, the Company issued a press release announcing the closing of the public offering of 6,900,000 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 |
| 1.2 | Confirmation of Registered Forward Transaction, dated January 6, 2020, by and between the Company and Goldman Sachs & Co. LLC. |
| 1.3 | Confirmation of Registered Forward Transaction, dated January 6, 2020, by and between the Company and Bank of America, N.A. |
| 1.4 | Confirmation of Registered Forward Transaction, dated January 6, 2020, by and between the Company and Citibank, N.A. |
| 1.5 | Confirmation of Registered Forward Transaction, dated January 6, 2020, by and between the Company and JPMorgan Chase Bank, National Association, London Branch. |
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| 1.6 | Amendment to Confirmation of Registered Forward Transaction, dated January 8, 2020, by and between the Company and Goldman Sachs & Co. LLC. |
| 1.7 | Amendment to Confirmation of Registered Forward Transaction, dated January 8, 2020, by and between the Company and Bank of America, N.A. |
| 1.8 | Amendment to Confirmation of Registered Forward Transaction, dated January 8, 2020, by and between the Company and Citibank, N.A. |
| 1.9 | Amendment to Confirmation of Registered Forward Transaction, dated January 8, 2020, by and between the Company and JPMorgan Chase Bank, National Association, London Branch. |
| 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 6, 2020 |
| 99.2 | Press Release, dated January 6, 2020 |
| 99.3 | Press Release, dated January 9, 2020 |
| 104 | Cover Page Interactive Data File (embedded within the online XBRL document). |
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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 9, 2020 | By: | /s/ Dean A. Shigenaga |
| Dean A. Shigenaga | ||
| Co-President and Chief Financial Officer | ||
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