ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 11, 2018, Kilroy Realty, L.P., a Delaware limited partnership (the Operating Partnership), entered into
a Note Purchase Agreement, dated as of May 11, 2018, with the purchasers named therein (the 2018 Note Purchase Agreement), in connection with the issuance and sale of $50,000,000 principal amount of the Operating Partnerships
4.30% Senior Notes, Series A, due July 18, 2026 (the Series A Notes), and $200,000,000 principal amount of the Operating Partnerships 4.35% Senior Notes, Series B, due October 18, 2026 (the Series B Notes and,
together with the Series A Notes, the Notes).
In connection with the issuance of the Notes, Kilroy Realty
Corporation, a Maryland corporation and the general partner of the Operating Partnership (the Company), will enter into a General Partner Guaranty Agreement (the NPA Guaranty Agreement), pursuant to which the Company will
absolutely and unconditionally guarantee the payment by the Operating Partnership of all amounts due with respect to the Notes and the performance by the Operating Partnership of its obligations under the 2018 Note Purchase Agreement.
For a brief description of the material terms of the 2018 Note Purchase Agreement, the Series A Notes, the Series B Notes and
the NPA Guaranty Agreement, please see Item 2.03 of this Current Report on Form
8-K,
which is incorporated by reference into this Item 1.01. A copy of the 2018 Note Purchase Agreement, including the form of
the Series A Notes, the form of the Series B Notes and the form of the NPA Guaranty Agreement, is attached to this Current Report on Form
8-K
as Exhibit 10.1 and is incorporated herein by reference.
Additionally, on May 14, 2018, the Company issued a press release related to the Operating Partnerships entry into the 2018 Note Purchase Agreement, the issuance and sale of the Notes and the Companys entry into the NPA Guaranty
Agreement. A copy of the press release is filed herewith as Exhibit 99.1.
In addition, on May 11, 2018, the
Operating Partnership entered into an Amendment to the Note Purchase Agreement dated as of September 14, 2016 (the 2016 Note Purchase Agreement), with the purchasers named therein (the 2016 Note Purchase Agreement
Amendment), pursuant to which the terms and conditions of the 2016 Note Purchase Agreement were amended to conform to the terms and conditions contained in the 2018 Note Purchase Agreement. A copy of the 2016 Note Purchase Agreement Amendment
is attached to this Current Report on Form
8-K
as Exhibit 10.2 and is incorporated herein by reference. The foregoing descriptions of the material terms of the 2016 Note Purchase Agreement Amendment, and the
transactions contemplated thereby, do not purport to be complete and are qualified in their entirety by reference to Exhibit 10.2 to this Current Report on Form
8-K.