0001193125-14-441245.txt : 20141212 0001193125-14-441245.hdr.sgml : 20141212 20141212160707 ACCESSION NUMBER: 0001193125-14-441245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141212 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141212 DATE AS OF CHANGE: 20141212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KILROY REALTY CORP CENTRAL INDEX KEY: 0001025996 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954598246 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12675 FILM NUMBER: 141283716 BUSINESS ADDRESS: STREET 1: 12200 W. OLYMPIC BLVD., SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: 3104818400 MAIL ADDRESS: STREET 1: 12200 W. OLYMPIC BLVD., SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90064 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kilroy Realty, L.P. CENTRAL INDEX KEY: 0001493976 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954612685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54005 FILM NUMBER: 141283717 BUSINESS ADDRESS: STREET 1: 12200 W. OLYMPIC BOULEVARD STREET 2: SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: 310-481-8400 MAIL ADDRESS: STREET 1: 12200 W. OLYMPIC BOULEVARD STREET 2: SUITE 200 CITY: LOS ANGELES STATE: CA ZIP: 90064 8-K 1 d835115d8k.htm FORM 8-K Form 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): December 12, 2014

 

 

KILROY REALTY CORPORATION

KILROY REALTY, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland (Kilroy Realty Corporation)   001-12675 (Kilroy Realty Corporation)   95-4598246 (Kilroy Realty Corporation)
Delaware (Kilroy Realty, L.P.)   000-54005 (Kilroy Realty, L.P.)   95-4612685 (Kilroy Realty, L.P.)

(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

Supplemental United States Federal Income Tax Considerations

The information included on this Current Report on Form 8-K under this heading “Supplemental United States Federal Income Tax Considerations” and the information on Exhibit 99.1 hereto are a supplement to, and are intended to be read together with, the discussion under the heading “United States Federal Income Tax Considerations” in the Registration Statement on Form S-3 (File No. 333-191524 and 333-191524-01) of Kilroy Realty Corporation (the “Company”) and Kilroy Realty, L.P. (the “Operating Partnership”) filed with the Securities and Exchange Commission on October 2, 2013.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

99.1* Supplemental United States Federal Income Tax Consideration

 

 

*Filed herewith

 

2

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
By:   /s/ Heidi R. Roth
  Heidi R. Roth
  Senior Vice President,
  Chief Accounting Officer and Controller

Date: December 12, 2014

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, L.P.
By:  

KILROY REALTY CORPORATION,

Its general partner

By:   /s/ Heidi R. Roth
  Heidi R. Roth
  Senior Vice President,
  Chief Accounting Officer and Controller

Date: December 12, 2014

 

3

EXHIBIT INDEX

 

Exhibit
No.		    Description
99.1*    Supplemental United States Federal Income Tax Considerations

 

 

*Filed herewith

 

4

EX-99.1 2 d835115dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

SUPPLEMENTAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

This discussion is a supplement to, and is intended to be read together with, the discussion under the heading “United States Federal Income Tax Considerations” in the prospectus dated October 2, 2013 included in Kilroy Realty Corporation’s and Kilroy Realty, L.P.’s Registration Statement on Form S-3 (File No. 333-191524 and 333-191524-01) filed with the Securities and Exchange Commission (the “Commission”) on October 2, 2013 (the “Base Prospectus”). This discussion supersedes the discussion of certain supplemental United States federal income tax considerations in Exhibit 99.1 to Kilroy Realty Corporation’s and Kilroy Realty, L.P.’s current report on Form 8-K filed with the Commission on July 30, 2014.

The following paragraph should be inserted after the paragraph under the heading “United States Federal Income Tax Considerations—Taxation of the Company—Like-Kind Exchanges” in the Base Prospectus.

Tax Liabilities and Attributes Inherited in Connection with Acquisitions. From time to time we may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the historic tax attributes and liabilities of such entities. For example, if we acquire a C corporation and subsequently dispose of its assets within ten years of the acquisition, we could be required to pay the built-in gain tax described above under “—General.” In addition, in order to qualify as a REIT, at the end of any taxable year, we must not have any earnings and profits accumulated in a non-REIT year. As a result, if we acquire a C corporation, we must distribute the corporation’s earnings and profits accumulated prior to the acquisition before the end of the taxable year in which we acquire the corporation. We also could be required to pay the acquired entity’s unpaid taxes even though such liabilities arose prior to the time we acquired the entity.

The following paragraph supersedes the second paragraph in the discussions under the heading “United States Federal Income Tax Considerations—Material United States Federal Income Tax Consequences for Holders of Our Capital Stock and the Operating Partnership’s Debt Securities—Taxation of Non-United States Holders of our Capital Stock—Distributions Generally” in the Base Prospectus.

For withholding purposes, we expect to treat all distributions as made out of our current or accumulated earnings and profits. As a result, except as otherwise provided below, we expect to withhold United States income tax at the rate of 30% on any distributions made to a non-United States holder unless:

 

  •   a lower treaty rate applies and the non-United States holder files with us an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable documentation) evidencing eligibility for that reduced treaty rate; or

 

  •   the non-United States holder files an IRS Form W-8ECI with us claiming that the distribution is income effectively connected with the non-United States holder’s trade or business.

The following paragraph supersedes the second paragraph in the discussions under the heading “United States Federal Income Tax Considerations—Material United States Federal Income Tax Consequences for Holders of Our Capital Stock and the Operating Partnership’s Debt Securities—Taxation of Non-United States Holders of our Capital Stock—Backup Withholding and Information Reporting” in the Base Prospectus.

Payments of dividends or of proceeds from the disposition of stock made to a non-United States holder may be subject to information reporting and backup withholding unless such holder establishes an exemption, for example, by properly certifying its non-United States status on an IRS Form W-8BEN or IRS Form W-8BEN-E or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if either the Company has or its paying agent has actual knowledge, or reason to know, that a holder is a United States person. Backup withholding is not an additional tax. Rather, the United States federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained, provided that the required information is timely furnished to the IRS.

The following paragraph supersedes the second paragraph in the discussions under the heading “United States Federal Income Tax Considerations—Material United States Federal Income Tax Consequences for Holders of Our Capital Stock and the Operating Partnership’s Debt Securities—Taxation of Holders of the Operating Partnership’s Debt Securities—Non-United States Holders of the Operating Partnership’s Debt Securities—Payments of Interest” in the Base Prospectus.

If a non-United States holder does not satisfy the requirements above, such non-United States holder may be entitled to a reduction in or an exemption from withholding on such interest as a result of an applicable tax treaty. To claim such entitlement, the non-United States holder must provide the applicable withholding agent with a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable documentation) claiming a reduction in or exemption from withholding tax under the benefit of an income tax treaty between the United States and the country in which the non-United States holder resides or is established.