8-K

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): March 26, 2007

KILROY REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	1-12675	95-4598246
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12200 W. Olympic Boulevard, Suite 200, Los Angeles, California	90064
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 481-8400

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 (see General Instructions A.2.):

¨ 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))

ITEM 8.01. Other Events.

On March 26, 2007, we announced that our operating subsidiary, Kilroy Realty, L.P., has commenced a private placement to qualified institutional buyers of $400 million (or $460 million if the initial purchasers’ over-allotment option is exercised in full) in aggregate principal amount of its exchangeable senior notes due 2012 to be issued pursuant to Rule 144A under the Securities Act of 1933, as amended. For additional information concerning this private placement, refer to Exhibit 99.1 contained in this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated March 26, 2007 regarding the private placement of exchangeable senior notes due 2012.

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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.

	KILROY REALTY CORPORATION
Date: March 26, 2007
	By:	/s/ Heidi R. Roth
		Heidi R. Roth
		Senior Vice President and Controller

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Exhibit Index

Exhibit No.	Description
99.1	Press Release dated March 26, 2007 regarding the private placement of exchangeable senior notes due 2012.

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EX-99.1

Exhibit 99.1

Contact:	FOR RELEASE:
Tyler H. Rose	March 26, 2007
Senior Vice President and Treasurer
(310) 481-8484 or Richard E. Moran Jr. Executive Vice President and Chief Financial Officer (310) 481-8483

KILROY REALTY ANNOUNCES OFFERING OF $400.0

MILLION OF EXCHANGEABLE SENIOR NOTES

LOS ANGELES, CA, March 26, 2007 – Kilroy Realty Corporation (the “Company”) (NYSE: KRC) today announced that its Operating Partnership, Kilroy Realty, L.P. (the “Operating Partnership”), intends to offer, subject to market conditions, $400.0 million aggregate principal amount of exchangeable senior unsecured notes due 2012 (the “notes”) in a private placement to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended. The notes will be guaranteed by the Company on a senior unsecured basis. The interest rate, exchange rate and other terms of the notes will be determined by negotiations between the Company and the initial purchasers of the notes. Under certain circumstances, the notes will be exchangeable for cash up to the principal amount and shares of Company common stock with respect to any exchange value above the principal amount. The Operating Partnership will have the right to make a one-time, irrevocable election to satisfy its exchange obligations entirely with shares of Company common stock. The Operating Partnership expects to grant to the initial purchasers a 13-day option to purchase up to an additional $60.0 million aggregate principal amount of notes to cover overallotments, if any.

In connection with the offering of the notes, the Operating Partnership expects to enter into capped call transactions with affiliates of certain initial purchasers of the notes (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution upon exchange of the notes in the event that the market value per share of the Company common stock, as measured under the terms of the capped call transactions, on the relevant settlement date is greater than the strike price of the capped call transactions, which will correspond to the initial exchange price of the notes. In connection with hedging the capped call transactions, the option counterparties or their affiliates expect to enter into various derivative

transactions with respect to the Company’s common stock concurrently with or shortly after the pricing of the notes. These activities could have the effect of increasing or preventing a decline in the price of the Company’s common stock concurrently with or following the pricing of the notes. In addition, the option counterparties or their affiliates may from time to time following the pricing of the notes enter into or unwind various derivatives and/or purchase or sell the Company’s common stock in secondary market transactions. These activities could have the effect of decreasing the price of the Company’s common stock and adversely affecting the price of the notes during any observation period related to an exchange of notes and during the period subsequent to November 1, 2011 and prior to the maturity date.

After deducting the initial purchasers’ discounts and commissions, the cost of the capped call transactions and our estimated expenses, the Operating Partnership intends to use the remainder of the net proceeds from the offering of the notes to reduce borrowings under its $550 million unsecured revolving credit facility, repay outstanding mortgage indebtedness, finance a portion of its development pipeline and for other general corporate purposes.

This notice does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction . Any offers of the securities will be made only by means of a private offering memorandum. The notes and any common stock of the Company issuable upon the exchange of the notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.

Some of the information presented in this release is forward looking in nature within the meaning of the Private Securities Litigation Reform Act of 1995. Although Kilroy Realty Corporation believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, there can be no assurance that its expectations will be achieved. For forward-looking statements herein, Kilroy Realty claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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