LOS ANGELES--(BUSINESS WIRE)--Mar. 16, 2012-- Kilroy Realty Corporation (NYSE: KRC) 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 email@example.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 firstname.lastname@example.org.
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 S&P 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
Vice President and Treasurer