KILROY REALTY CORP00010259960001493976false 0001025996 2021-10-07 2021-10-07 0001025996 krc:KilroyRealtyL.P.Member 2021-10-07 2021-10-07
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 2021
 
 
KILROY REALTY CORPORATION
KILROY REALTY, L.P.
(Exact name of registrant as specified in its charter)
 
 
 
             
Kilroy Realty Corporation
 
Maryland
 
001-12675
  
95-4598246
   
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File No.)
  
(I.R.S. Employer
Identification No.)
 
             
Kilroy Realty, L.P.
 
Delaware
 
000-54005
  
95-4612685
   
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File No.)
  
(I.R.S. Employer
Identification No.)
12200 W. Olympic Boulevard, Suite 200, Los Angeles, California, 90064
(Address of principal executive offices) (Zip Code)
(310) 481-8400
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
 
             
Registrant
 
Title of each class
 
Name of each exchange
on which registered
  
Ticker Symbol
Kilroy Realty Corporation
 
Common Stock, $.01 par value
 
New York Stock Exchange
  
KRC
Securities registered pursuant to Section 12(g) of the Act:
 
     
Registrant
 
Title of each class
Kilroy Realty, L.P.
 
Common Units Representing Limited Partnership Interests
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Kilroy Realty Corporation:
Emerging growth company ☐
Kilroy Realty, L.P.:
Emerging growth company ☐
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.
 
     
Kilroy Realty Corporation ☐   Kilroy Realty, L.P. ☐
 
 
 
 
ITEM 1.01
ENTRY INTO A MATERIAL AGREEMENT
On October 7, 2021, Kilroy Realty, L.P. (the “Operating Partnership”) issued and sold $450,000,000 in aggregate principal amount of its 2.650% Senior Notes due 2033 (the “Notes”). The terms of the Notes are governed by an indenture, dated March 1, 2011 (the “Base Indenture”), by and among the Operating Partnership, as issuer, Kilroy Realty Corporation, as guarantor (the “Company”), and U.S. Bank National Association, as trustee, as amended and supplemented by a supplemental indenture, dated July 5, 2011 (the “Supplemental Indenture”), by and among the Operating Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee, and an officers’ certificate, dated October 7, 2021 (the “Officers’ Certificate”), pursuant thereto establishing the form and terms of the Notes and the related guarantees.
The foregoing descriptions of the Notes, the Base Indenture and the Supplemental Indenture do not purport to be complete and are qualified in their entirety by the full text of the Base Indenture, the Supplemental Indenture and the Officers’ Certificate, which are being filed herewith or incorporated by reference, as the case may be, as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form
8-K.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
 
4.1    Indenture, dated March 1, 2011, by and among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee.(1)
4.2    Supplemental Indenture, dated July 5, 2011, by and among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee.(2)
4.3*    Officers’ Certificate, dated October 7, 2021, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, as amended and supplemented, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled “2.650% Senior Notes due 2033,” including the form of 2.650% Senior Note due 2033 and the form of related guarantee.
5.1*    Opinion of Ballard Spahr LLP.
5.2*    Opinion of Latham & Watkins LLP.
23.1*    Consent of Ballard Spahr LLP (contained in the opinion filed as Exhibit 5.1 hereto).
23.2*    Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.2 hereto).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
*
Filed herewith
(1)
 
Previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as exhibit 4.1 to the Registration Statement on Form
S-3
filed with the Securities and Exchange Commission on October 2, 2013.
(2)
 
Previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as exhibit 4.2 to the Registration Statement on Form
S-3
filed with the Securities and Exchange Commission on October 2, 2013.
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.
 
Date: October 7, 2021     KILROY REALTY CORPORATION
    By:  
/s/ Merryl E. Werber
      Merryl E. Werber
      Senior Vice President, Chief Accounting Officer and Controller
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.
 
Date: October 7, 2021     KILROY REALTY, L.P.
    By:   Kilroy Realty Corporation,
      Its general partner
    By:  
/s/ Merryl E. Werber
      Merryl E. Werber
      Senior Vice President, Chief Accounting Officer and Controller
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