PASADENA, Calif., July 16, 2019 /PRNewswire/ -- Alexandria
Real Estate Equities, Inc. ("Alexandria" or the "Company") (NYSE: ARE)
announced today that it has priced the previously announced cash
tender offer for any and all of its outstanding (i) 2.750%
Senior Notes due 2020 (CUSIP No. 015271 AF6) (the "2020 Notes") and
(ii) 4.600% Senior Notes due 2022 (CUSIP No. 015271 AC3) (the "2022
Notes" and, together with the 2020 Notes, the "Notes"), on the
terms and subject to the conditions set forth in the Amended and
Restated Offer to Purchase, dated July 10,
2019 (the "Offer to Purchase"), and the related Notice
of Guaranteed Delivery attached to the Offer to Purchase (the
"Notice of Guaranteed Delivery"). The Notes are fully and
unconditionally guaranteed by Alexandria Real Estate Equities, L.P.
The tender offer is referred to herein as the "Offer." The Offer to
Purchase and the Notice of Guaranteed Delivery are referred to
herein collectively as the "Offer Documents."
Certain information regarding the Notes and the pricing for the
Offer is set forth in the table below.
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Reference
Yield
|
Fixed
Spread
|
Tender Offer
Consideration
(1), (2)
|
2.750%
Senior Notes
due 2020
|
015271 AF6
|
$400,000,000
|
1.375% U.S.
Treasury
Notes due
January 15,
2020
|
FIT3
|
2.101%
|
20 bps
|
$1,002.19
|
4.600%
Senior Notes
due 2022
|
015271 AC3
|
$550,000,000
|
1.750% U.S.
Treasury
Notes due
March 31,
2022
|
FIT5
|
1.854%
|
40 bps
|
$1,061.21
|
(1) Per $1,000
principal amount.
|
|
(2) The applicable
Tender Offer Consideration is calculated on the basis of pricing
for the U.S. Treasury Reference Security as of 2:00 p.m., New York
City time, on July 16, 2019.
|
Holders must validly tender (and not validly withdraw) or
deliver a properly completed and duly executed Notice of Guaranteed
Delivery for their Notes at or before the Expiration Time (as
defined below) in order to be eligible to receive the applicable
Tender Offer Consideration (as defined below). In addition, holders
whose Notes are purchased in the Offer will receive accrued and
unpaid interest from the last interest payment date to, but not
including, the Settlement Date (as defined in the Offer to
Purchase) for the applicable Notes. The Company expects the
Settlement Date to occur on July 17,
2019. Notes tendered by Notice of Guaranteed Delivery and
accepted for purchase will be purchased on the third business day
after the Expiration Time, but payment of accrued interest on such
Notes will only be made to, but not including, the Settlement
Date.
The Offer will expire today at 5:00
p.m., New York City time,
unless extended or earlier terminated as described in the Offer
Documents (such time and date, as they may be extended, the
"Expiration Time"). Holders must validly tender their Notes, by
following the procedures described in the Offer to Purchase, at or
prior to the Expiration Time and not validly withdraw their Notes
to be eligible to receive the Tender Offer Consideration and
accrued and unpaid interest as described above and in the Offer
Documents.
The Company's obligation to accept for purchase and to pay for
Notes validly tendered and not validly withdrawn pursuant to the
Offer is subject to the satisfaction or waiver, in the Company's
discretion, of certain conditions, which are more fully described
in the Offer Documents. The complete terms and conditions of the
Offer are set forth in the Offer Documents. Holders of the Notes
are urged to read the Offer Documents carefully.
The applicable "Tender Offer Consideration" listed in the table
above for each $1,000 principal
amount of Notes validly tendered and not validly withdrawn and
accepted for purchase pursuant to the Offer was determined in the
manner described in the Offer Documents by reference to the fixed
spread for the applicable Notes specified in the table above plus
the yield based on the applicable bid-side price of the U.S.
Treasury Reference Security specified in the table above at
2:00 p.m., New York City time, on July 16, 2019.
The Company has retained Global Bondholder Services Corporation
("GBSC") as the tender agent and information agent for the Offer.
The Company has retained Goldman Sachs & Co. LLC as the dealer
manager for the Offer.
Holders who would like additional copies of the Offer Documents
may call or email the information agent, GBSC at (866) 924-2200.
Copies of the Offer to Purchase and the Notice of Guaranteed
Delivery are also available at the following website:
http://www.gbsc-usa.com/ARE. Questions regarding the terms of the
Offer should be directed to Goldman Sachs & Co. LLC at 200 West
Street, New York, NY 10282, telephone (800) 828-3182
(toll-free), (212) 902-6941 (collect), Attn: Liability
Management.
None of the Company, its board of directors, Goldman Sachs &
Co. LLC, GBSC or the trustee for the Notes, or any of their
respective affiliates, is making any recommendation as to whether
holders of the Notes should tender their Notes pursuant to the
Offer.
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes. The Offer is being made
solely pursuant to the Offer Documents. The Offer is not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offer to be
made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of the Company by Goldman Sachs & Co. LLC or one
or more registered brokers or dealers that are licensed under the
laws of such jurisdiction.
Alexandria, an S&P
500® company, is an urban office real estate investment
trust uniquely focused on collaborative life science and technology
campuses in AAA innovation cluster locations. Founded in 1994,
Alexandria pioneered this niche
and has since established a significant market presence in key
locations, including Greater
Boston, San Francisco,
New York City, San Diego, Seattle, Maryland and Research Triangle.
This press release includes "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. Such forward-looking statements include, without
limitation, statements regarding timing and consummation of the
purchase of Notes and risks and uncertainties related to market
conditions and satisfaction of customary closing conditions related
to the purchase of Notes. These forward-looking statements are
based on the Company's present intent, beliefs or expectations, but
forward-looking statements are not guaranteed to occur and may not
occur. Actual results may differ materially from those contained in
or implied by the Company's forward-looking statements as a result
of a variety of factors, including, without limitation, the risks
and uncertainties detailed in the Offer Documents and in the
Company's filings with the Securities and Exchange Commission. All
forward-looking statements are made as of the date of this press
release, and the Company assumes no obligation to update this
information. For more discussion relating to risks and
uncertainties that could cause actual results to differ materially
from those anticipated in the Company's forward-looking statements,
and risks and uncertainties to the Company's business in general,
please refer to the Company's filings with the Securities and
Exchange Commission, including its most recent annual report on
Form 10-K and any subsequently filed quarterly reports on Form
10-Q.
CONTACT: Sara
Kabakoff, AVP – Corporate Communications, (626) 788-5578,
skabakoff@are.com
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SOURCE Alexandria Real Estate Equities, Inc.