$750 Million Alexandria Real Estate Equities Common Stock/Forward At-the-Market Program
September 10, 2018
Cleary Gottlieb acted as product counsel to Goldman Sachs & Co. LLC, Barclays Capital Inc., BB&T Capital Markets, a division of BB&T Securities LLC, BNP Paribas Securities Corp., BTIG LLC, Capital One Securities Inc., Evercore Group LLC, Mizuho Securities USA LLC, RBC Capital Markets LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America Inc., and TD Securities (USA) LLC, as sales agents, in establishing an at-the-market program for Alexandria Real Estate Equities Inc., permitting Alexandria to issue or sell, through the sales agents or the forward sellers, shares of its common stock having an aggregate sales price of up to $750 million.
Cleary additionally acted as counsel to Goldman Sachs & Co. LLC, Barclays Bank PLC, BNP Paribas, Royal Bank of Canada, and The Bank of Nova Scotia, as forward purchasers under the related distribution agreement and forward sale agreements. Under the distribution agreement, Alexandria may, in addition to issuing and selling shares of its common stock through any sales agent, enter into a forward sale agreement with a forward purchaser, pursuant to which the forward purchaser would borrow from the third parties and, through its related forward seller, sell a number of shares of Alexandria’s common stock equal to the number of shares underlying the particular forward sale agreement. Alexandria would not initially receive any proceeds from the sale of the borrowed shares. Under the forward sale agreements, Alexandria expects to fully physically settle each forward sale agreement (by delivering shares of the common stock) on one or more dates specified by Alexandria on or prior to the maturity date of the forward sale agreement, in which case the company would receive aggregate net cash proceeds at settlement equal to the number of shares underlying the forward sale agreement multiplied by the relevant forward sale price. Alexandria may also elect to cash settle or net share settle a forward sale agreement.
Alexandria is an urban office REIT uniquely focused on world-class collaborative science and technology campuses in AAA innovation cluster locations.