UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 1.01. | Entry into a Material Definitive Agreement. |
On September 22, 2022, Alexandria Real Estate Equities, Inc., a Maryland corporation (the “Company”), and its subsidiary, Alexandria Real Estate Equities, L.P., a Delaware limited partnership (the “Operating Partnership”), entered into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which amends and restates the Company’s Credit Agreement, dated as of October 6, 2020, among the Company, the Operating Partnership, each lender and other financial institution party thereto and Citibank, N.A., as administrative agent. Citibank, N.A. serves as administrative agent and sustainability structuring agent under the Amended Credit Agreement; Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, RBC Capital Markets, The Bank of Nova Scotia, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association serve as joint lead arrangers under the Amended Credit Agreement; and Citibank, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and RBC Capital Markets serve as joint bookrunners under the Amended Credit Agreement. The Amended Credit Agreement provides for, among other things, a $4 billion unsecured senior revolving credit facility (the “Revolving Credit Facility”) and an accordion option to increase aggregate commitments under the Amended Credit Agreement by up to an additional $1 billion. Borrowings under the Revolving Credit Facility bear interest at a “Floating Rate,” “Daily RFR Rate,” or “Base Rate” as specified in the Amended Credit Agreement, plus, in any case, a margin specified in the Amended Credit Agreement. The margin at closing applicable to loans based on the Floating Rate and Daily RFR Rate is 0.775%.
The Amended Credit Agreement extends the maturity date for the Revolving Credit Facility to January 22, 2028, provided that the Company exercises its rights to extend the maturity date twice by an additional six months for each exercise upon the satisfaction of certain conditions. Under the Amended Credit Agreement, the interest margins and facility fee rates are also subject to upward or downward adjustments of up to 0.04% with respect to interest rate margin and of up to 0.01% with respect to facility fees if the Company achieves, or fails to achieve, a specified sustainability target. The Amended Credit Agreement also replaces the London interbank offered rate with the forward-looking term rate based on the secured overnight financing (“SOFR”) rate as a benchmark for certain borrowings under the Amended Credit Agreement (and includes a 0.10% credit spread adjustment with respect to such SOFR rates).
Affiliates of lenders under the Amended Credit Agreement have from time to time performed, and may in the future perform, various financial advisory, investment banking, and general financing services for the Company.
The foregoing summary of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Credit Agreement, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2022.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include words such as “forecast,” “guidance,” “projects,” “estimates,” “anticipates,” “goals,” “believes,” “expects,” “intends,” “may,” “plans,” “seeks,” “should,” or “will,” or the negative of these words or similar words. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. A number of important factors could cause actual results to differ materially from those included within or contemplated by the forward-looking statements, including, but not limited to, the factors described in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q. The Company does not undertake any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any other document, whether as a result of new information, future events, or otherwise.
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. | ||
| September 28, 2022 | By: | /s/ Dean A. Shigenaga |
| Dean A. Shigenaga | ||
| President and Chief Financial Officer | ||
Cover |
Sep. 22, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 22, 2022 |
| Entity File Number | 1-12993 |
| Entity Registrant Name | ALEXANDRIA REAL ESTATE EQUITIES, INC. |
| Entity Central Index Key | 0001035443 |
| Entity Tax Identification Number | 95-4502084 |
| Entity Incorporation, State or Country Code | MD |
| Entity Address, Address Line One | 26 North Euclid Avenue |
| Entity Address, City or Town | Pasadena |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 91101 |
| City Area Code | 626 |
| Local Phone Number | 578-0777 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $.01 par value per share |
| Trading Symbol | ARE |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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