Kilroy Realty (KRC) to Offer 4M Shares

Kilroy Realty Corporation (NYSE: KRC) announced today that it has commenced a public offering of 4,000,000 shares of common stock in connection with the forward sale agreements described below, subject to market and other conditions. The forward purchasers (as defined below) or their respective affiliates expect to grant to the underwriters a 30-day option to purchase up to an additional 600,000 shares of common stock.

J.P. Morgan, Barclays, BofA Securities and Wells Fargo Securities will act as joint book-running managers for the offering.

The Company expects to enter into forward sale agreements with affiliates of each of J.P. Morgan, Barclays, BofA Securities and Wells Fargo Securities (in such capacity, the “forward purchasers”) with respect to 4,000,000 shares of the Company’s common stock (or an aggregate of 4,600,000 shares of its common stock if the underwriters exercise their option to purchase additional shares in full). In connection with the forward sale agreements, the forward purchasers or their respective affiliates, at the Company’s request, are expected to borrow from third parties and sell to the underwriters an aggregate of 4,000,000 shares of the Company’s common stock (or an aggregate of 4,600,000 shares of its common stock if the underwriters exercise their option to purchase additional shares in full) for resale by the underwriters in such offering. Subject to its right to elect cash or net share settlement subject to certain conditions, the Company intends to issue and deliver to the forward purchasers, upon physical settlement of such forward sale agreements on one or more dates specified by the Company occurring within approximately one year of today, an aggregate of 4,000,000 shares of its common stock (or an aggregate of 4,600,000 shares of its common stock if the underwriters exercise their option to purchase additional shares in full) in exchange for cash proceeds per share equal to the applicable forward sale price per share, which will initially be equal to the public offering price per share of common stock in the offering less underwriting discounts and commissions. The initial forward sale price is subject to subsequent adjustments from time to time as provided in the forward sale agreements.

The Company will not receive any proceeds from the sale of shares of its common stock by the forward purchasers or their respective affiliates to the underwriters. The Company may use the net proceeds, if any, it receives upon the settlement of the forward sale agreements for funding development projects, acquiring land and properties, repaying borrowings under its operating partnership’s revolving credit facility (which were incurred in part to fund acquisitions completed in the fourth quarter 2019 and development projects), repaying borrowings under its operating partnership’s term loan facility and other general corporate purposes. Pending application of the net proceeds for those purposes, the operating partnership may temporarily invest such proceeds in marketable securities.

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