Alexandria Real Estate Equities’ $750 Million Program
August 23, 2017
Cleary Gottlieb acted as product counsel to Mizuho Securities USA LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, BNP Paribas Securities Corp., BTIG, LLC, Capital One Securities, Inc., Evercore Group L.L.C., Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., 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 the company 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 Royal Bank of Canada, MUFG Securities EMEA plc and Goldman Sachs & Co. LLC, as forward purchasers under the related distribution agreement and forward sale agreements. Under the distribution agreement, Alexandria Real Estate 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 the company’s common stock equal to the number of shares underlying the particular forward sale agreement. Alexandria Real Estate would not initially receive any proceeds from the sale of the borrowed shares.
Under the forward sale agreements, the company expects to fully physically settle each forward sale agreement (by delivering shares of the company’s common stock) on one or more dates specified by the company 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 Real Estate may also elect to cash settle or net share settle a forward sale agreement.
Alexandria Real Estate is an urban office REIT uniquely focused on world-class collaborative science and technology campuses in AAA innovation cluster locations.