ITEM 8.01 OTHER EVENTS
On August 8, 2018, Kilroy Realty Corporation (the Company) entered into (a) forward sale agreements (the Forward
Sale Agreements) with each of Barclays Bank PLC and Citibank, N.A. (collectively, the Forward Purchasers), and (b) together with Kilroy Realty, L.P. (the Operating Partnership), an underwriting agreement with
Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule A thereto (the Underwriters), and the Forward Sellers referred to below (the Underwriting Agreement).
The Underwriting Agreement provides for the public offering of up to an aggregate of 5,750,000 shares (including 750,000 shares that the Underwriters have the option to purchase as described below) of the Companys common stock, par value $0.01
per share (common stock), at a public offering price of $72.10 per share.
The Forward Purchasers or their affiliates (in such
capacity, the Forward Sellers), at the Companys request, borrowed from third parties and sold an aggregate of 5,000,000 shares of the Companys common stock to the Underwriters on August 13, 2018 in connection with the
closing of the offering. The Company currently expects (subject to the Companys right to elect cash or net share settlement subject to certain conditions) to issue and sell, upon physical settlement of the Forward Sale Agreements on one or
more dates specified by the Company occurring no later than August 1, 2019, an aggregate of 5,000,000 shares of the Companys common stock to the Forward Purchasers at an initial forward sale price of $71.68 per share, subject to certain
adjustments to such initial forward sale price as provided in the Forward Sale Agreements.
The Forward Sellers have granted the
Underwriters an option to purchase a maximum of 750,000 additional shares of the Companys common stock exercisable in whole or in part at any time and from time to time through and including the 30th day after August 8, 2018. Upon any
exercise of such option, the total number of shares of the Companys common stock underlying the Forward Sale Agreements will be increased by the total number of shares sold by the Forward Sellers in respect of such option exercise. A Forward
Seller is not required to borrow shares for delivery upon exercise of such option by the Underwriters if, after using commercially reasonable efforts, it is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if
certain conditions specified in the Underwriting Agreement have not been satisfied. If any Forward Seller does not deliver and sell all of the shares of the Companys common stock to be sold by it in connection with the exercise of such option,
the Company will issue and sell to the Underwriters a number of shares of the Companys common stock equal to the number of shares that such Forward Seller does not deliver and sell, and the number of shares underlying the relevant Forward Sale
Agreement will not be increased in respect of the number of shares that the Company issues and sells.
The shares are being offered under
a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Companys and the Operating Partnerships effective shelf registration statement on Form
S-3
(Registration Nos.
333-213864
and
333-213864-01)
(the Shelf Registration
Statement). Copies of the Underwriting Agreement and each Forward Sale Agreement are attached as exhibits to this Current Report on Form
8-K
and are incorporated herein by reference. The description of
certain terms of the Underwriting Agreement and the Forward Sale Agreements set forth above is not complete and that description is subject to, and qualified in its entirety by reference to, such exhibits.