Bond Alexandrian Realty 4.7% ( US015271AN94 ) in USD

Issuer Alexandrian Realty
Market price refresh price now   99.365 %  ▼ 
Country  United States
ISIN code  US015271AN94 ( in USD )
Interest rate 4.7% per year ( payment 2 times a year)
Maturity 30/06/2030



Prospectus brochure of the bond Alexandria Real Estate US015271AN94 en USD 4.7%, maturity 30/06/2030


Minimal amount 2 000 USD
Total amount 450 000 000 USD
Cusip 015271AN9
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Next Coupon 01/01/2026 ( In 177 days )
Detailed description 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 US015271AN94, pays a coupon of 4.7% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/06/2030

The Bond issued by Alexandrian Realty ( United States ) , in USD, with the ISIN code US015271AN94, 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 US015271AN94, 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
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Nos. 333-222136 and 333-222136-01
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. 4.000% Senior
Notes due 2024

$450,000,000

99.933%

$449,698,500

$55,987.47(1)

Alexandria Real Estate Equities, Inc. 4.700% Senior
Notes due 2030

$450,000,000

99.916%

$449,622,000

$55,977.94(1)

Alexandria Real Estate Equities, L.P. Guarantee of
4.000% Senior Notes due 2024

(2)

(2)

(2)

(2)

Alexandria Real Estate Equities, L.P. Guarantee of
4.700% Senior Notes due 2030

(2)

(2)

(2)

(2)

(1)
The total filing fee of $111,965.41 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 December 18, 2017.
(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 December 18, 2017)
Alexandria Real Estate Equities, Inc.
$450,000,000 4.000% Senior Notes due 2024
$450,000,000 4.700% Senior Notes due 2030
Fully and Unconditionally Guaranteed by Alexandria Real Estate Equities, L.P.
We are offering $450,000,000 of 4.000% Senior Notes due 2024 (the "2024 notes") and $450,000,000 of 4.700% Senior Notes due 2030 (the
"2030 notes" and, together with the 2024 notes, the "notes").
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The 2024 notes will bear interest at the rate of 4.000% per year and the 2030 notes will bear interest at the rate of 4.700% per year. Interest on the
2024 notes is payable on January 15 and July 15 of each year, beginning on January 15, 2019, and interest on the 2030 notes is payable on January 1 and
July 1 of each year, beginning on January 1, 2019. The 2024 notes will mature on January 15, 2024, and the 2030 notes will mature on July 1, 2030.
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 2024 notes are redeemed on or after December 15, 2023, the redemption price will not include a make-whole provision. If
the 2030 notes are redeemed on or after April 1, 2030, 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. As described under "Use of Proceeds," we will
use the proceeds of the offering of the 2024 notes to fund, in whole or in part, Eligible Green Projects (as defined herein), including the development
and redevelopment of such projects, and the proceeds of the offering of the 2030 notes for general corporate purposes including the reduction of the
outstanding balance on our unsecured senior line of credit.
Each series of 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.
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-8.







Per 2024 Note

Total

Per 2030 Note

Total

Public offering price(1)

99.933%
$449,698,500
99.916%
$449,622,000

Underwriting discount

0.600%
$2,700,000
0.675%
$3,037,500

Proceeds, before expenses, to us(1)
99.333%
$446,998,500
99.241%
$446,584,500

(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 21, 2018.
Joint Book-Running Managers
J.P. Morgan

BofA Merrill Lynch
Citigroup

Goldman
Green Structuring Agent
Sachs & Co. LLC
Co-Managers
Barclays

BB&T Capital

BBVA

BNP PARIBAS
Markets
BTIG
Capital One Securities
Evercore ISI

Mizuho Securities
PNC Capital Markets LLC
RBC Capital Markets

Regions Securities LLC
Scotiabank

SMBC Nikko

TD Securities

The date of this prospectus supplement is June 12, 2018.
Table of Contents
TABLE OF CONTENTS
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Page
Prospectus Supplement


Forward-Looking Statements

ii
Summary
S-1
Risk Factors
S-8
Consolidated Ratio of Earnings to Fixed Charges
S-12
Use of Proceeds
S-13
Capitalization
S-15
Description of Notes and Guarantee
S-16
Federal Income Tax Considerations
S-30
Underwriting (Conflicts of Interest)
S-35
Legal Matters
S-41
Experts
S-41
Prospectus


About this Prospectus

1
Risk Factors

2
Where You Can Find More Information

2
The Company

3
Securities That May Be Offered

4
Use of Proceeds

5
Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividends
5
Description of Stock

6
Description of Rights

11
Description of Warrants

12
Description of Debt Securities and Related Guarantees

13
Description of Global Securities

19
Provisions of Maryland Law and of Our Charter and Bylaws

21
Federal Income Tax Considerations

25
Plan of Distribution

40
Legal Matters

41
Experts

41
Forward-Looking Statements

41
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," "projects," "forecast," "guidance," 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;
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·
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;
·
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;
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·
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;
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·
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 funding for the U.S. Food & Drug Administration, U.S. National Institute of Health and other government
agencies;
·
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 United States 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;
iii
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·
Changes in the method of determining the London Interbank Offered Rate or the replacement of LIBOR with an alternative reference
rate;
·
Potential changes to the U.S. tax laws; and
·
Potential developments from recent political events.
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 beginning on
page S-8 and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 beginning on page 7, and the other information
contained in our reports filed with the Securities and Exchange Commission. 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.
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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. Unless otherwise indicated, the information in this prospectus supplement is as
of March 31, 2018.
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
S&P 500® urban office REIT uniquely focused on collaborative life science and technology campuses in AAA innovation cluster locations with a total
market capitalization of $17.9 billion and an asset base in North America of 30.2 million square feet as of March 31, 2018. The asset base in North
America includes 20.8 million rentable square feet ("RSF") of operating properties and 3.5 million RSF of development and redevelopment of new
Class A properties currently undergoing construction and pre-construction activities with target delivery dates ranging from 2018 through 2020.
Additionally, the asset base in North America includes 5.9 million square feet of intermediate-term and future development projects, including
3.6 million square feet of intermediate-term development projects. Founded in 1994, we pioneered this niche and have since established a significant
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 57% of our annual rental revenue as of March 31, 2018, generated from
investment-grade or large-cap tenants. We have a longstanding and proven track record of developing Class A properties clustered in urban life 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. Alexandria also provides strategic risk
capital to transformative life science and technology companies through its venture capital arm. We believe our unique business model and diligent
underwriting ensure a high-quality and diverse tenant base that results 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 long-term asset value and stockholder returns based on a multifaceted platform of internal and
external growth. A key element of our strategy is our unique focus on Class A properties clustered in urban campuses. These key urban campus
locations are characterized by high barriers to entry for new landlords, high barriers to exit for tenants, and a limited supply of available space. They
represent highly desirable locations for tenancy by life 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, life science, and
technology relationships in order to identify and attract new and leading tenants and to source additional value-creation real estate.
Recent Developments
Subsequent to March 31, 2018, we acquired 10 properties located in our existing markets in five separate transactions for an aggregate purchase
price of $347.9 million. These acquisitions consisted of (1) 813,000 RSF of 99% occupied operating properties, including 533,000 RSF of leases
currently below market and (2) land supporting the future development of new class A buildings aggregating 425,000 RSF.
S-1
Table of Contents

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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
(1)
As of March 31, 2018. 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 "2020 2.75% unsecured senior notes payable"), 4.60% unsecured senior notes payable due 2022 (the "2022
4.60% unsecured senior notes payable"), 3.90% unsecured senior notes payable due 2023 (the "2023 3.90% unsecured senior notes payable"), 3.45% unsecured senior notes payable
due 2025 (the "2025 3.45% unsecured senior notes payable"), 4.30% unsecured senior notes payable due 2026 (the "2026 4.30% unsecured senior notes payable"), 3.95% unsecured
senior notes payable due 2027 (the "2027 3.95% unsecured senior notes payable"), 3.95% unsecured senior notes payable due 2028 (the "2028 3.95% unsecured senior notes
payable"), and 4.50% unsecured senior notes payable due 2029 (the "2029 4.50% unsecured senior notes payable").
(3)
Comprised of our unsecured senior bank term loan with an outstanding principal balance of $200 million (as of March 31, 2018) 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, 2018) 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

$450,000,000 principal amount of 4.000% notes due
2024.

$450,000,000 principal amount of 4.700% notes due
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2030.

Ranking
As of March 31, 2018, we had outstanding $775.7 million
of secured indebtedness and $4.44 billion of senior
unsecured indebtedness (debt amounts net of
$13.7 million of unamortized deferred financing costs,
premiums and discounts, and exclusive of trade payables,
distributions payable, accrued expenses and committed
letters of credit) on a consolidated basis. In addition, as of
March 31, 2018, we had an interest in unconsolidated
joint ventures with $271.3 million of secured
indebtedness, with our share of this secured indebtedness
totaling $68.3 million based on our ownership interest in
these unconsolidated joint ventures. All of our outstanding
secured indebtedness as of March 31, 2018 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 unsecured senior notes payable are
subordinate to 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 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 2024 notes will bear interest at a rate of 4.000% per
year.

The 2030 notes will bear interest at a rate of 4.700% per
year.

Interest Payment Dates
Interest on the 2024 notes will be payable semi-annually
in arrears on January 15 and July 15 of each year,
beginning on January 15, 2019.

Interest on the 2030 notes will be payable semi-annually
in arrears on January 1 and July 1 of each year, beginning
on January 1, 2019.
S-3
Table of Contents
Maturity

The 2024 notes will mature on January 15, 2024 unless
previously redeemed by us at our option prior to such
date.

The 2030 notes will mature on July 1, 2030 unless
previously redeemed by us at our option prior to such
date.
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Our Redemption Rights
At any time before December 15, 2023, we may redeem
the 2024 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 2024 notes are redeemed on
or after December 15, 2023, 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.

At any time before April 1, 2030, we may redeem the
2030 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 2030 notes are redeemed on
or after April 1, 2030, 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.

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.
S-4
Table of Contents
Use of Proceeds

The 2024 notes

We expect that the net proceeds from the sale of the 2024
notes in this offering will be approximately $445.9
million, after deducting the underwriters' discount and the
pro rata estimated offering expenses for such notes. The
net proceeds of the offering of the 2024 notes will be used
to fund, in whole or in part, Eligible Green Projects (as
defined herein), including the development and
redevelopment of such projects, described under "Use of
Proceeds" in this prospectus supplement. The net
proceeds will initially be used to reduce the outstanding
balance on our unsecured senior line of credit. We will
then allocate these funds to recently completed and future
Eligible Green Projects.

Affiliates of each of J.P. Morgan Securities LLC,
Citigroup Global Markets Inc., Goldman
Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Barclays Capital Inc., BB&T Capital
Markets, a division of BB&T Securities, LLC, BBVA
Securities Inc., BNP Paribas Securities Corp., Capital
One Securities, Inc., Mizuho Securities USA LLC, PNC
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Capital Markets LLC, RBC Capital Markets, LLC,
Regions Securities LLC, Scotia Capital (USA) Inc.,
SMBC Nikko Securities America, Inc. and TD Securities
(USA) LLC 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)" in
this prospectus supplement.

The 2030 notes

We expect that the net proceeds from the sale of the 2030
notes in this offering will be approximately $445.5
million, after deducting the underwriters' discount and the
pro rata estimated offering expenses for such notes. The
net proceeds of the offering of the 2030 notes will be used
for general corporate purposes including 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 general corporate
purposes. General corporate purposes may include the
reduction of the outstanding balances under our unsecured
senior bank term loans, the repayment of other debt,
redemption of preferred stock and selective development,
redevelopment or acquisition of properties.
S-5
Table of Contents
Trading

The notes are new issues 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.

Book-Entry Form
The notes will be issued in the form of 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 of
either series, increase the principal amount of either series
of notes by issuing additional notes in the future on the
same terms and conditions as the notes of such series
offered hereby, 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 of such series offered hereby so long as such
additional notes are fungible for U.S. federal income tax
purposes with the notes of such series offered hereby.

Conflicts of Interest
Affiliates of each of J.P. Morgan Securities LLC,
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Document Outline