KRC Kilroy Realty Corporation

 

 

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):

June 30, 2015

 

 

KILROY REALTY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		001-12675		95-4598246
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
12200 W. Olympic Boulevard, Suite 200, Los Angeles, California				90064
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code:

(310) 481-8400

N/A

(Former name or former address, if changed since last report.)

 

 

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))

 

 

 

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ITEM 7.01

REGULATION FD DISCLOSURE

On June 30, 2015, Kilroy Realty Corporation (the “Company”) issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

ITEM 8.01

OTHER EVENTS

Recent Developments

The following discussion provides information with respect to certain recent developments of the Company and Kilroy Realty, L.P. (the “Operating Partnership”). Unless otherwise expressly stated or the context otherwise requires, “we,” “us” and “our” refer collectively to the Company, the Operating Partnership and the Company’s other subsidiaries.

Pending Acquisition. In June 2015, we executed a purchase and sale agreement to acquire an approximately 3.3 acre, fully-entitled land site located in San Francisco, California for a purchase price of approximately $78.0 million. We presently intend to use this land site to develop, own and manage a project of up to approximately 400,000 square feet of office and production, distribution and repair (“PDR”) space, in accordance with existing zoning requirements. As part of the transaction, the land will be sub-divided and an additional approximately 50,000 square feet of stand-alone PDR space is expected to be owned and managed by a non-profit entity.

This acquisition is expected to close in July of 2015, subject to satisfaction of customary closing conditions and other uncertainties. There can be no assurance that this acquisition will close on the terms currently contemplated or at all or, if it does, when the closing will occur.

Capital Recycling. In April 2015, we entered into an agreement to dispose of six office buildings located in San Diego, California for $163.0 million. The six office buildings include 6260, 6290, 6310, 6340 and 6350 Sequence Drive and 4921 Directors Place and were approximately 92% occupied as of March 31, 2015. This disposition is currently expected to close in July 2015, subject to satisfaction of customary closing conditions and other uncertainties. There can be no assurance that this disposition will close on the terms currently contemplated or at all or, if it does, when the closing will occur.

ATM Activity. From April 1, 2015 through June 29, 2015, we have sold 358,874 shares of our common stock having an aggregate gross sales price of approximately $25.4 million pursuant to an at-the-market offering program.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

 

99.1*		Press release dated June 30, 2015 issued by Kilroy Realty Corporation.

 

*	Filed herewith

 

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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: June 30, 2015

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: June 30, 2015

 

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EXHIBIT INDEX

 

99.1*		Press release dated June 30, 2015 issued by Kilroy Realty Corporation.

 

*	Filed herewith

 

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Exhibit 99.1

 

 

Contact:				FOR RELEASE:
Tyler H. Rose				June 30, 2015

Executive Vice President

and Chief Financial Officer

(310) 481-8484

or

Michelle Ngo

Senior Vice President

and Treasurer

(310) 481-8581

KILROY REALTY CORPORATION ANNOUNCES $250 MILLION

DIRECT EQUITY PLACEMENT

LOS ANGELES, June 30, 2015 – Kilroy Realty Corporation (NYSE: KRC) today announced that it has agreed to issue and sell 3,773,766 shares of its common stock directly to an institutional investor at a price of $66.18971 per share. The offering is expected to close on July 1, 2015. The Company estimates the offering will generate net proceeds of approximately $249.6 million.

The Company intends to use the net proceeds from the offering to repay borrowings outstanding under its operating partnership’s revolving credit facility and for other general corporate purposes, which may include acquiring land and properties, funding development projects and repaying other outstanding indebtedness.

The shares are being offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”). The offering is being made only by means of the prospectus supplement and accompanying prospectus related to the offering, which will be filed with the SEC and may be obtained, when available, on the SEC’s website at http://www.sec.gov.

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.

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About Kilroy Realty Corporation.    Kilroy Realty Corporation, a member of the S&P MidCap 400 Index, is a real estate investment trust active in major West Coast markets. For over 65 years, the Company has owned, developed, acquired and managed real estate assets primarily in the coastal regions of Los Angeles, Orange County, San Diego, the San Francisco Bay Area and greater Seattle. At March 31, 2015, the Company’s stabilized portfolio totaled approximately 13.0 million square feet of office properties.

Forward-Looking Statements.    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 our 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 our control. Accordingly, actual performance, results and events may vary materially from those indicated in forward-looking statements, and you should not rely on forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in forward-looking statements, including, among others, risks associated with: global market and general economic conditions and their effect on our liquidity and financial conditions and those of our tenants; adverse economic or real estate conditions in California and Washington, including any recurrence of California’s budget deficits; investment in real estate assets, which are illiquid and with trends in the real estate industry; defaults on or non-renewal of leases by tenants; any significant downturn in our tenants’ businesses; our ability to re-lease property at or above current market rates; costs to comply with government regulations, including environmental remediation; the availability of cash for distribution and debt service and exposure to risk of default under debt obligations; significant competition, which may decrease the occupancy and rental rates of properties; potential losses that may not be covered by insurance; the ability to successfully complete acquisitions and dispositions on announced terms; the ability to successfully operate acquired properties; the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts; defaults on leases for land on

 

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which some of our properties are located; adverse changes to, or implementations of, applicable laws, regulations or legislation; environmental uncertainties and risks related to natural disasters; and our ability to maintain our status as a real estate investment trust. These factors are not exhaustive. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2014, the prospectus supplement and prospectus for this offering and our other filings with the SEC. All forward-looking statements are based on information that was available, and speak only as of the date on which they are made. We assume 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 required in connection with ongoing requirements under U.S. securities laws.

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