LOS ANGELES, Mar 16, 2012 (BUSINESS WIRE) –
Kilroy Realty Corporation
/quotes/zigman/171049/quotes/nls/krc KRC
-0.59%
today announced that
it has priced its public offering of 4,000,000 shares of 6.875% Series G
Cumulative Redeemable Preferred Stock at $25.00 per share, plus accrued
dividends, if any. The offering is expected to close on Tuesday, March
27, 2012, subject to customary closing conditions. Dividends on the
Series G Cumulative Redeemable Preferred Stock will be paid quarterly in
arrears on the 15th day of each February, May, August and
November, commencing May 15, 2012 at a rate of 6.875% annually of the
stated liquidation value of $25.00 per share, which is equivalent to
$1.71875 per share on an annualized basis.
The underwriters for the public offering have been granted a 30-day
option to purchase up to 600,000 additional shares of Series G
Cumulative Redeemable Preferred Stock to cover overallotments, if any.
The Company intends to file an application to list the Series G
Cumulative Redeemable Preferred Stock on the New York Stock Exchange. If
the application is approved, trading of the Series G Cumulative
Redeemable Preferred Stock on the New York Stock Exchange is expected to
begin within 30 days after the initial issuance of the Series G
Cumulative Redeemable Preferred Stock.
Wells Fargo Securities, Merrill Lynch, Pierce, Fenner Smith
Incorporated, Barclays Capital, and J.P. Morgan Securities LLC
are acting as joint book-running managers. The estimated net proceeds
from the offering are expected to be approximately $96.4 million, after
deducting the underwriting discount and our estimated expenses, but
before giving effect to any exercise of the underwriters’ overallotment
option.
The Company intends to use the net proceeds from this offering to redeem
a portion of the outstanding shares of its 7.80% Series E Cumulative
Redeemable Preferred Stock and 7.50% Series F Cumulative Redeemable
Preferred Stock and for other general corporate purposes, which may
include acquiring properties and repaying outstanding indebtedness,
including borrowings under our operating partnership’s unsecured
revolving credit facility. The Company plans to redeem all of its
outstanding shares of Series E Cumulative Redeemable Preferred Stock and
Series F Cumulative Redeemable Preferred Stock on April 16, 2012 for an
aggregate redemption price of approximately $126.5 million, plus accrued
dividends. Accordingly, because the net proceeds the Company receives
from this offering will not be sufficient to redeem all of the
outstanding shares of its Series E Cumulative Redeemable Preferred Stock
and Series F Cumulative Redeemable Preferred Stock, and because the
Company may elect to apply a portion of such net proceeds for purposes
other than such redemption, the Company plans to finance the remaining
portion of the redemption price of the Series E Cumulative Redeemable
Preferred Stock and Series F Cumulative Redeemable Preferred Stock with
cash on hand or borrowings under the credit facility, or both.
This offering is being made pursuant to an effective shelf registration
statement and prospectus and related prospectus supplement filed by the
Company with the Securities and Exchange Commission. This press release
shall not constitute an offer to sell or the solicitation of an offer to
buy any securities nor will there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction.
When available, copies of the prospectus supplement and related
prospectus for this offering may be obtained by contacting Wells Fargo
Securities, LLC, 1525 West W.T. Harris Blvd., NC0675, Charlotte, NC
28262, Attention: Capital Markets Client Support, telephone (800)
326-5897 or e-mail request to cmclientsupport@wellsfargo.com;
or Merrill Lynch, Pierce, Fenner Smith Incorporated, 4 World Financial
Center, New York, NY 10080, Attention: Prospectus Department; telephone
(800) 294-1322 or e-mail a request to dg.prospectus_requests@baml.com.
This press release 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.
Forward-looking statements are based on the Company’s current
expectations, beliefs and assumptions, and are not guarantees of future
performance. Forward-looking statements are inherently subject to
uncertainties, risks, changes in circumstances, trends and factors that
are difficult to predict, many of which are outside of the Company’s
control. Accordingly, actual performance, results and events may vary
materially from those indicated in the forward-looking statements, and
you should not rely on the forward-looking statements as predictions of
future performance, results or outcomes. Numerous factors could cause
actual future events to differ materially from those indicated in the
forward-looking statements, including, among others: the ability of the
Company to successfully redeem shares of its presently outstanding
preferred stock, risks associated with the Company’s investment in real
estate assets, which are illiquid, and with trends in the real estate
industry; the availability of cash for distribution and debt service and
exposure of risk of default under the Company’s debt obligations;
significant competition, which may decrease the occupancy and rental
rates of properties; the ability to successfully complete acquisitions
and dispositions on announced terms; the ability to successfully operate
acquired properties; and the ability to successfully complete
development and redevelopment properties on schedule and within budgeted
amounts. The factors included in this press release are not exhaustive
and additional factors could adversely affect the Company’s business and
financial performance. For a discussion of additional risk factors, see
the factors included under the caption “Risk Factors” in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2011, and the
Company’s other filings with the Securities and Exchange Commission. All
forward-looking statements are based on currently available information
and speak only as of the date on which they are made. The Company
assumes no obligation to update any forward-looking statement made in
this press release that becomes untrue because of subsequent events, new
information or otherwise, except to the extent it is required to do so
in connection with its ongoing requirements under Federal securities
laws.
Kilroy Realty Corporation, a member of the SP Small Cap 600 Index, is a
real estate investment trust active in the office and industrial
submarkets along the West Coast. For over 60 years, KRC has owned,
developed, acquired and managed real estate assets, consisting primarily
of Class A real estate properties in the coastal regions of Los Angeles,
Orange County, San Diego County, the San Francisco Bay Area and greater
Seattle. At December 31, 2011, KRC owned approximately 11.4 million
rentable square feet of commercial office space and 3.4 million rentable
square feet of industrial space.
SOURCE: Kilroy Realty Corporation
Kilroy Realty Corporation
Tyler H. Rose
Executive Vice President
and Chief Financial Officer
(310) 481-8484
or
Michelle Ngo
Vice President and Treasurer
(310) 481-8581
Copyright Business Wire 2012
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Article source: http://www.marketwatch.com/story/kilroy-realty-corporation-prices-offering-of-6875-series-g-cumulative-redeemable-preferred-stock-2012-03-16