Bond Alexandrian Realty 3.95% ( US015271AJ82 ) in USD

Alexandrian Realty

97.933 % ▼

United States

US015271AJ82 ( in USD )

3.95% per year ( payment 2 times a year)

14/01/2027

Prospectus brochure of the bond Alexandria Real Estate US015271AJ82 en USD 3.95%, maturity 14/01/2027

2 000 USD

350 000 000 USD

015271AJ8

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/07/2025 ( In 7 days )

Alexandria Real Estate Equities, Inc. is a real estate investment trust (REIT) focused on owning and operating life science and technology campuses in key innovation clusters across the United States.

The Bond issued by Alexandrian Realty ( United States ) , in USD, with the ISIN code US015271AJ82, pays a coupon of 3.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/01/2027

The Bond issued by Alexandrian Realty ( United States ) , in USD, with the ISIN code US015271AJ82, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Alexandrian Realty ( United States ) , in USD, with the ISIN code US015271AJ82, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed pursuant to Rule 424(b)(5)
Registration No. 333-207762 and 333-207762-01
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Title of Each Class
Amount to be
Offering Price
Aggregate
Amount of
of Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee

Alexandria Real Estate Equities, Inc.
3.95% Senior Notes due 2027

$350,000,000

99.601%

$348,603,500

$35,104.37(1)

Alexandria Real Estate Equities, L.P.
Guarantee of 3.95% Notes due 2027
(2)

(2)

(2)

(2)

(1)
The filing fee of $35,104.37 is calculated in accordance with Rules 457(o) and 457(r) of the Securities Act of 1933, as amended, or the Act. In
accordance with Rules 456(b) and 457(r) of the Act, the registrants initially deferred payment of all of the registration fees for the Registration
Statement filed by the registrants on November 3, 2015.
(2)
No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Act, no separate fee is payable with respect to
the guarantee being registered hereby.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated November 3, 2015)
$350,000,000
Alexandria Real Estate Equities, Inc.
3.95% Senior Notes due 2027
Fully and Unconditionally Guaranteed by Alexandria Real Estate Equities, L.P.
We are offering $350,000,000 of 3.95% senior notes due 2027 (the "notes").
The notes will bear interest at the rate of 3.95% per year. Interest on the notes is payable on January 15 and July 15 of each year, beginning on
January 15, 2017. The notes will mature on January 15, 2027. The notes will be fully and unconditionally guaranteed by our subsidiary, Alexandria
Real Estate Equities, L.P., a Delaware limited partnership. We may redeem some or all of the notes at any time prior to maturity and as described under
the caption "Description of Notes and Guarantee--Our Redemption Rights." If the notes are redeemed on or after October 15, 2026, the redemption
price will not include a make-whole provision. We will issue the notes only in registered form in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
The notes will be our unsecured senior obligations and will rank equally in right of payment with all of our other unsecured senior indebtedness
from time to time outstanding and will be effectively subordinated in right of payment to all of our existing and future secured indebtedness and to all
existing and future liabilities and preferred equity, whether secured or unsecured, of our subsidiaries other than Alexandria Real Estate Equities, L.P.
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No market currently exists for the notes. We do not intend to list the notes on any national securities exchange.
Investing in our notes involves risks. See "Risk Factors" on page S-6.

Per Note
Total

Public offering price(1)
99.601% $348,603,500

Underwriting discount
0.750%
$2,625,000

Proceeds, before expenses, to us(1)
98.851% $345,978,500

(1)
Plus accrued interest, if any, from the original date of issue.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of
its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment
on or about June 10, 2016.
RBC Capital Markets

Barclays
BBVA
Mizuho Securities

Capital One Securities

Goldman, Sachs & Co.

MUFG
Scotiabank
SMBC Nikko

TD Securities

BB&T Capital Markets

BNP PARIBAS

Evercore ISI

PNC Capital Markets LLC
Regions Securities LLC
Santander
SunTrust Robinson Humphrey

Fifth Third Securities

JMP Securities

Huntington Investment Company

The date of this prospectus supplement is June 1, 2016.
Table of Contents
TABLE OF CONTENTS

Page

Prospectus Supplement

Forward-Looking Statements

ii
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-9
Capitalization
S-10
Description of Notes and Guarantee
S-11
Federal Income Tax Considerations
S-23
Underwriting (Conflicts of Interest)
S-28
Legal Matters
S-33
Experts
S-33

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Prospectus

About this Prospectus

ii
Risk Factors

1
Where You Can Find More Information

1
The Company

2
Securities That May Be Offered

3
Use of Proceeds

4
Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock

Dividends

4
Description of Stock

5
Description of Rights

11
Description of Warrants

12
Description of Debt Securities and Related Guarantees

13
Description of Global Securities

18
Provisions of Maryland Law and of Our Charter and Bylaws

21
Federal Income Tax Considerations

25
Plan of Distribution

38
Legal Matters

39
Experts

39
Forward-Looking Statements

40
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with any different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of
operations, and prospects may have changed since those dates.
i
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended.
You can identify the forward-looking statements by their use of forward-looking words, such as "believes," "expects," "may," "will," "should," "seeks,"
"intends," "plans," "estimates," or "anticipates," or the negative of those words or similar words. Forward- looking statements involve inherent risks and
uncertainties regarding events, conditions, and financial trends that may affect our future plans of operation, business strategy, results of operations, and
financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by the
forward-looking statements, including, but not limited to the following:
·
Worldwide economic recession, lack of confidence, and/or high structural unemployment;
·
Recent financial and economic trouble in emerging-market economies;
·
Regional and local economic crises which could adversely impact global markets, such as those experienced in China, Greece and Puerto
Rico;
·
Negative impact on economic growth resulting from the combination of federal income tax increases, debt policy and government
spending restrictions;
·
Failure of the U.S. federal government to manage its fiscal matters or to raise or further suspend the debt ceiling, and changes in the
amount of federal debt;
·
Potential and further downgrade of the U.S. credit rating;
·
The continuation of the ongoing economic crisis in Europe;
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·
Monetary policy actions by the Federal Reserve;
·
Potential and further downgrades of the credit ratings of major financial institutions, or their perceived creditworthiness;
·
Changes in laws, regulations, and financial accounting standards;
·
The seizure or illiquidity of credit markets;
·
Failure to meet market expectations for our financial performance;
·
Our inability to obtain capital (debt, construction financing, and/or equity) or refinance debt maturities;
·
Potential negative impact of capital plan objectives to reduce our balance sheet leverage;
·
Our inability to comply with financial covenants in our debt agreements;
·
Increased interest rates and operating costs;
·
Financial, banking, and credit market conditions;
·
Inflation or deflation;
·
Prolonged period of stagnant growth;
·
Adverse economic or real estate developments in our markets;
·
Our failure to successfully complete and lease our existing space held for redevelopment and new properties acquired for that purpose
and any properties undergoing development;
ii
Table of Contents
·
Significant decreases in our active development, active redevelopment, or preconstruction activities, resulting in significant increases in
our interest, operating, and payroll expenses;
·
Our failure to successfully operate or lease acquired properties;
·
The nature and extent of future competition;
·
General and local economic conditions;
·
Adverse developments concerning the science and technology industries and/or our science and technology tenants;
·
Tenant base concentration within the science and technology industries;
·
Risks affecting our life science industry tenants, including, but not limited to, high levels of regulation, the safety and efficacy of their
products, funding requirements for product research and development, and changes in technology, patent expiration and intellectual
property protection;
·
Risks affecting our technology industry tenants, including, but not limited to, an uncertain regulatory environment, rapid technological
changes, a dependency on the maintenance and security of the Internet infrastructure, significant funding requirements for product
research and development, and inadequate intellectual property protections;
·
Potential decreases in government funding for our U.S. government tenants;
·
Government-driven changes to the healthcare system that may reduce pricing of drugs, negatively impact healthcare coverage, or
negatively impact reimbursement of healthcare services and products;
·
Potential decreases in U.S. National Institute of Health funding;
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·
Lower rental rates and/or higher vacancy rates;
·
Failure to renew or replace expiring leases;
·
Defaults of leases by tenants;
·
Our failure to comply with laws or changes in the law;
·
Compliance with environmental laws;
·
The financial condition of our insurance carriers;
·
Extreme weather conditions or climate change;
·
Terrorist attacks;
·
Availability of and our ability to attract and retain qualified personnel;
·
Our failure to maintain our status as a real estate investment trust ("REIT") for federal tax purposes;
·
Certain ownership interests outside the U.S. that may subject us to different or greater risks than those associated with our domestic
operations;
·
Fluctuations in foreign currency exchange rates;
·
Security breaches through cyber-attacks or cyber-intrusions;
·
The ability of our third-party managers to provide quality services and amenities with respect to our properties; and
iii
Table of Contents
·
Changes in the method of determining the London Interbank Offered Rate.
This list of risks and uncertainties is not exhaustive. For a discussion of these and other factors that could cause actual results to differ from those
contemplated in the forward-looking statements, please see the discussion under "Risk Factors" contained in this prospectus supplement and the other
information contained in our publicly available filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for
the fiscal year ended December 31, 2015, and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016. We do not undertake
any responsibility to update any of these factors or to announce publicly any revisions to forward-looking statements, whether as a result of new
information, future events, or otherwise.
iv
Table of Contents
SUMMARY
The following summary may not contain all of the information that is important to you. You should read this entire prospectus supplement, the
accompanying prospectus, and the documents incorporated by reference into the accompanying prospectus carefully before deciding whether to invest
in the notes. In this prospectus supplement and the accompanying prospectus, unless otherwise indicated, the "Company," "Alexandria," "we," "us," and
"our" refer to Alexandria Real Estate Equities, Inc. and its subsidiaries, and "GAAP" refers to generally accepted accounting principles in the United
States. Unless otherwise indicated, the information in this prospectus supplement is as of March 31, 2016.
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Alexandria Real Estate Equities, Inc.
Overview
We are a Maryland corporation formed in October 1994 that has elected to be taxed as a REIT for federal income tax purposes. We are an urban
office REIT uniquely focused on world-class collaborative science and technology campuses in AAA innovation cluster locations with a total market
capitalization of $11.1 billion and an asset base in North America of 24.5 million square feet as of March 31, 2016. The asset base in North America
includes 18.9 million rentable square feet ("RSF") of operating properties and development and redevelopment projects (under construction or pre-
construction) and 5.6 million square feet of future ground-up development projects. We pioneered this niche in 1994 and have since established a
dominant market presence in key locations, including Greater Boston, San Francisco, New York City, San Diego, Seattle, Maryland, and Research
Triangle Park. We are known for our high-quality and diverse tenant base, with approximately 52% of total Annualized Base Rent ("ABR") as of
March 31, 2016, generated from investment-grade tenants. Among our top 20 tenants, approximately 81% of total ABR as of March 31, 2016 is
generated from investment-grade tenants. We have a longstanding and proven track record of developing Class A assets clustered in urban science and
technology campuses that provide our innovative tenants with highly dynamic and collaborative environments that enhance their ability to successfully
recruit and retain world-class talent and inspire productivity, efficiency, creativity, and success. We believe these advantages result in higher occupancy
levels, longer lease terms, higher rental income, higher returns, and greater long-term asset value.
Our primary business objective is to maximize stockholder value by providing our stockholders with the greatest possible total return and long-
term asset value based on a multifaceted platform of internal and external growth. A key element of our strategy is our unique focus on Class A assets
clustered in urban campuses. These key urban campus locations are characterized by high barriers to entry for new landlords, and a limited supply of
available space. They represent highly desirable locations for tenancy by science and technology entities because of their close proximity to
concentrations of specialized skills, knowledge, institutions, and related businesses. Our strategy also includes drawing upon our deep and broad real
estate, science, and technology relationships in order to identify and attract new and leading tenants and to source additional value-creation real estate
opportunities.
S-1
Table of Contents

The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important
limitations and exceptions. The section entitled "Description of Notes and Guarantee" of this prospectus supplement contains a more detailed
description of the terms and conditions of the notes and the indenture governing the notes. As used in this section, unless stated otherwise, the terms
"we," "us," "our," and the "Company" refer to Alexandria Real Estate Equities, Inc. and not to any of its subsidiaries, and references to the "Operating
Partnership" or "guarantor" refer solely to Alexandria Real Estate Equities, L.P. and not to any of its subsidiaries.
Issuer
Alexandria Real Estate Equities, Inc.
Guarantor
Alexandria Real Estate Equities, L.P.
Issuer/Guarantor Structure
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(1)
As of March 31, 2016. For purposes of this chart, the operating properties have been classified at the lowest level at which a majority ownership
is held for the entities shown.
(2)
Comprised of our 2.75% unsecured senior notes payable due 2020 (the "2.75% unsecured senior notes payable"), 4.60% unsecured senior notes
payable due 2022 (the "4.60% unsecured senior notes payable"), 3.90% unsecured senior notes payable due 2023 (the "3.90% unsecured senior
notes payable"), 4.30% unsecured senior notes payable due 2026 (the "4.30% unsecured senior notes payable"), and 4.50% unsecured senior
notes payable due 2029 (the "4.50% unsecured senior notes payable").
(3)
Comprised of our unsecured senior bank term loan with an outstanding principal balance of $600 million (as of March 31, 2016) and a maturity
date of January 3, 2019 (the "2019 unsecured senior bank term loan") and our unsecured senior bank term loan with an outstanding principal
balance of $350 million (as of March 31, 2016) and a maturity date of January 15, 2021 (the "2021 unsecured senior bank term loan"). The
maturity dates for these two term loans assume that we exercise (i) the two six-month extension options available on each loan and (ii) the third
extension option available on the 2021 unsecured senior bank term loan to extend the term to January 15, 2021.
S-2
Table of Contents
Securities Offered
$350,000,000 principal amount of 3.95% notes due 2027
Ranking
As of March 31, 2016, we had outstanding $816.6 million of secured indebtedness and $3.27 billion of
senior unsecured indebtedness (debt amounts net of $28.5 million of unamortized deferred financing costs
and exclusive of trade payables, distributions payable, accrued expenses and committed letters of credit) on a
consolidated basis. In addition, as of March 31, 2016, we had an interest in an unconsolidated joint venture
with $180.0 million of secured indebtedness, with our share of this secured indebtedness totaling
$49.5 million based on our ownership interest in this unconsolidated joint venture. All of our outstanding
secured indebtedness as of March 31, 2016 was attributable to indebtedness of our subsidiaries other than
Alexandria Real Estate Equities, L.P.

The notes will be our senior unsecured obligations and will rank equally with each other and with all of our
existing and future other senior unsecured indebtedness. However, the notes will be effectively subordinated
to our existing and future mortgages and other secured indebtedness (to the extent of the value of the
collateral securing such indebtedness) and to all existing and future preferred equity and liabilities, whether
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secured or unsecured, of our subsidiaries other than Alexandria Real Estate Equities, L.P.
Guarantee
The notes will be fully and unconditionally guaranteed by Alexandria Real Estate Equities, L.P. The
guarantee will be a senior unsecured obligation of Alexandria Real Estate Equities, L.P. and will rank
equally in right of payment with other senior unsecured obligations of Alexandria Real Estate Equities, L.P.
Interest
The notes will bear interest at a rate of 3.95% per year.
Interest Payment Dates
Interest on the notes will be payable semi-annually in arrears on January 15 and July 15 of each year,
beginning on January 15, 2017.
Maturity
The notes will mature on January 15, 2027 unless previously redeemed by us at our option prior to such
date.
Our Redemption Rights
At any time before October 15, 2026, we may redeem the notes at our option and in our sole discretion, in
whole or from time to time in part, at the redemption price specified herein. If the notes are redeemed on or
after October 15, 2026, the redemption price will be equal to the sum of 100% of the principal amount of the
notes being redeemed, plus accrued and unpaid interest thereon.

See "Description of Notes and Guarantee--Our Redemption Rights" in this prospectus supplement.
S-3
Table of Contents
Certain Covenants
The indenture governing the notes contains certain covenants that, among other things, limit our, our
guarantor's and our subsidiaries' ability to:

· consummate a merger, consolidation or sale of all or substantially all of our assets, and

· incur secured or unsecured indebtedness.

These covenants are subject to a number of important exceptions and qualifications. See "Description of
Notes and Guarantee" in this prospectus supplement.
Use of Proceeds
We expect that the net proceeds of this offering will be approximately $344.7 million, after deducting the
underwriters' discount and our estimated offering expenses. We intend to use the net proceeds from this
offering for the reduction of the outstanding balance on our unsecured senior line of credit. We may then
also borrow from time to time under our unsecured senior line of credit to provide funds for general
working capital and other corporate purposes, which may include the reduction of the outstanding balances
under our unsecured senior bank term loans, the repayment of other debt and selective development,
redevelopment or acquisition of properties. Affiliates of RBC Capital Markets, LLC, Barclays Capital Inc.,
BBVA Securities Inc., Mizuho Securities USA Inc., Capital One Securities, Inc., Goldman, Sachs & Co.,
Mitsubishi UFJ Securities (USA), Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc.,
TD Securities (USA) LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, BNP Paribas
Securities Corp., PNC Capital Markets LLC, Regions Securities LLC, Santander Investment Securities Inc.,
SunTrust Robinson Humphrey, Inc., Fifth Third Securities, Inc. and The Huntington Investment Company
are lenders under our unsecured senior line of credit and will receive a portion of the net proceeds from this
offering. See "Underwriting--Conflicts of Interest" and "Underwriting--Other Relationships" in this
prospectus supplement.
Trading
The notes are a new issue of securities with no established trading market. We do not intend to apply for
listing of the notes on any securities exchange or for quotation of the notes on any automated dealer
quotation system. The underwriters have advised us that they intend to make a market in the notes.
However, the underwriters will have no obligation to do so, and we cannot assure you that a market for the
notes will develop or be maintained.
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S-4
Table of Contents
Book-Entry Form
The notes will be issued in the form of one or more fully-registered global notes in book-entry form, which
will be deposited with, or on behalf of, The Depository Trust Company, commonly known as DTC.
Beneficial interests in the global certificate representing the notes will be shown on, and transfers will be
effected only through, records maintained by DTC and its direct and indirect participants and such interests
may not be exchanged for certificated notes, except in limited circumstances.
Additional Notes
We may, without the consent of holders of the notes, increase the principal amount of the notes by issuing
additional notes in the future on the same terms and conditions as the notes, except for any difference in the
issue price and interest accrued prior to the issue date of the additional notes, and with the same CUSIP
number as the notes offered hereby so long as such additional notes are fungible for U.S. federal income tax
purposes with the notes offered hereby.
Conflicts of Interest
Affiliates of RBC Capital Markets, LLC, Barclays Capital Inc., BBVA Securities Inc., Mizuho Securities
USA Inc., Capital One Securities, Inc., Goldman, Sachs & Co., Mitsubishi UFJ Securities (USA), Inc.,
Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, BB&T
Capital Markets, a division of BB&T Securities, LLC, BNP Paribas Securities Corp., PNC Capital
Markets LLC, Regions Securities LLC, Santander Investment Securities Inc., SunTrust Robinson
Humphrey, Inc., Fifth Third Securities, Inc. and The Huntington Investment Company are lenders under our
unsecured senior line of credit and will receive a portion of the net proceeds from this offering. See
"Underwriting--Conflicts of Interest" and "Underwriting--Other Relationships" in this prospectus
supplement.
Risk Factors
In analyzing an investment in the notes we are offering pursuant to this prospectus supplement, you should
carefully consider, along with other matters included or incorporated by reference in this prospectus
supplement, the information set forth under "Risk Factors" beginning on page S-6.
S-5
Table of Contents
RISK FACTORS
An investment in our notes involves risks. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they
may affect our financial performance. You should carefully consider the risks referred to in the section of the accompanying prospectus entitled
"Forward-Looking Statements," as well as the risks identified in this prospectus supplement and our Annual Report on Form 10-K for the fiscal year
ended December 31, 2015, which is incorporated herein by reference.
Risks Relating to this Offering
Our business operations may not generate the cash needed to service our indebtedness.
We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will enable us to pay our
indebtedness, including the notes we are offering in this prospectus supplement. If our cash flows and future borrowings are insufficient to fund our
debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or
refinance our indebtedness, including the notes. We cannot assure you that we would be able to take any of these actions, that these actions would be
successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future
debt agreements. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose
of material assets or operations to meet our debt service and other obligations.
The effective subordination of the notes and guarantee may limit our ability to satisfy our obligations under the notes.
The notes are unsecured and therefore effectively will be subordinated to any of our and our subsidiaries' existing and future secured obligations.
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As a result, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding of our Company and/or the guarantor of the notes,
our assets and the assets of the guarantor will be available to satisfy obligations of our secured debt before any payment may be made on the notes. To
the extent that our assets and the assets of the guarantor cannot satisfy in full our secured debt, the holders of such debt would have a claim for any
shortfall that would rank equally in right of payment with the notes. In such an event, we may not have sufficient assets remaining to pay amounts on
any or all of the notes.
The notes will be issued by us and guaranteed only by the guarantor. Any claims of holders of the notes to the assets of our subsidiaries other than
the guarantor derive from our direct and indirect equity interests in those subsidiaries. Claims of those subsidiaries' creditors (including general creditors
and taxing authorities) will generally have priority as to the assets of those subsidiaries over our own equity interest claims and will therefore have
priority over the holders of the notes. Consequently, the notes will be effectively subordinated to all liabilities, whether or not secured, of such
subsidiaries, and possibly of any subsidiaries that we may in the future acquire or establish, as well as any indebtedness that may be incurred or
guaranteed by certain of our existing and future subsidiaries other than the guarantor.
All of our outstanding secured indebtedness, as of March 31, 2016, was attributable to indebtedness of our subsidiaries other than the guarantor. As
of March 31, 2016, all of our outstanding senior unsecured indebtedness was attributable only to the Company and the guarantor, and will rank pari
passu with the notes.
S-6
Table of Contents
We will continue to have the ability to incur debt after this offering; if we incur substantial additional debt, these higher levels of debt may affect
our ability to pay principal and interest on the notes.
Although the agreements governing our unsecured senior line of credit and certain other indebtedness limit, and the indenture governing the notes
will limit, our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain
circumstances, debt incurred in compliance with these restrictions could be substantial. If we incur substantial additional indebtedness in the future,
these higher levels of indebtedness could have important consequences to you, because:
·
it could affect our ability to satisfy our obligations under the notes;
·
a substantial portion of our available funds would have to be dedicated to interest and principal payments and may not then be available
for operations, working capital, capital expenditures, the selective redevelopment, development and acquisition of properties, or general
corporate or other purposes;
·
it may impair our ability to obtain additional financing in the future;
·
it may limit our flexibility in planning for, or reacting to, changes in our business and industry; and
·
it may make us more vulnerable to downturns in our business, our industry or the economy in general.
The indenture governing the notes will contain certain covenants that limit our operating flexibility.
The indenture governing the notes will contain certain covenants that, among other things, will restrict our, our guarantor's, and our subsidiaries'
ability to take specific actions, even if we believe them to be in our best interest, including restrictions on our ability to:
·
consummate a merger, consolidation or sale of all or substantially all of our assets, and
·
incur secured or unsecured indebtedness.
In addition, our 4.60% unsecured senior notes payable, 3.90% unsecured senior notes payable, 2.75% unsecured senior notes payable, 4.50%
unsecured senior notes payable, 4.30% unsecured senior notes payable, unsecured senior line of credit, 2019 unsecured senior bank term loan, and 2021
unsecured senior bank term loan require us to meet specified financial ratios and the indenture governing the notes will require us to maintain at all
times a specified ratio of unencumbered assets to unsecured debt. These covenants may restrict our ability to expand or fully pursue our business
strategies. Our ability to comply with these and other provisions of the indenture governing the notes, the indenture governing the 4.60% unsecured
senior notes payable, 3.90% unsecured senior notes payable, 2.75% unsecured senior notes payable, 4.50% unsecured senior notes payable, 4.30%
unsecured senior notes payable, and our unsecured senior line of credit, 2019 unsecured senior bank term loan, and 2021 unsecured senior bank term
loan may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory
developments or other events beyond our control. The breach of any of these covenants, including those contained in our unsecured senior line of credit,
the indenture governing the notes and the indenture governing the 4.60% unsecured senior notes payable, 3.90% unsecured senior notes payable, 2.75%
unsecured senior notes payable, 4.50% unsecured senior notes payable and 4.30% unsecured senior notes payable, could result in a default under our
indebtedness, which could cause those and other obligations to become due and payable. If any of our indebtedness is accelerated, we may not be able
http://www.sec.gov/Archives/edgar/data/1035443/000104746916013621/a2228862z424b5.htm[6/6/2016 9:47:33 AM]

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