Bond Alexandrian Realty 2.75% ( US015271AT64 ) in USD

Issuer Alexandrian Realty
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  US015271AT64 ( in USD )
Interest rate 2.75% per year ( payment 2 times a year)
Maturity 14/12/2029



Prospectus brochure of the bond Alexandria Real Estate US015271AT64 en USD 2.75%, maturity 14/12/2029


Minimal amount 2 000 USD
Total amount 400 000 000 USD
Cusip 015271AT6
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Next Coupon 15/12/2025 ( In 160 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 US015271AT64, pays a coupon of 2.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/12/2029

The Bond issued by Alexandrian Realty ( United States ) , in USD, with the ISIN code US015271AT64, 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 US015271AT64, 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
CALCULATION OF REGISTRATION FEE









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

Registered

Per Unit

Price

Registration Fee

Alexandria Real Estate Equities, Inc. 2.750%
Senior Notes due 2029

$400,000,000

99.842%

$399,368,000

$48,403.40(1)

Alexandria Real Estate Equities, Inc. 4.000%
Senior Notes due 2050

$200,000,000

110.380%

$220,760,000

$26,756.11(1)

Alexandria Real Estate Equities, L.P.
Guarantee of 2.750% Senior Notes due 2029
(2)

(2)

(2)

(2)

Alexandria Real Estate Equities, L.P.
Guarantee of 4.000% Senior Notes due 2050
(2)

(2)

(2)

(2)

(1)
The total filing fee of $75,159.51 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
Filed pursuant to Rule 424(b)(5)
Registration Nos. 333-222136 and 333-222136-01
PROSPECTUS SUPPLEMENT
(To prospectus dated December 18, 2017)
Alexandria Real Estate Equities, Inc.
$400,000,000 2.750% Senior Notes due 2029
$200,000,000 4.000% Senior Notes due 2050
Fully and Unconditionally Guaranteed by Alexandria Real Estate
Equities, L.P.
We are offering $400,000,000 of 2.750% Senior Notes due 2029 (the "2029 notes") and $200,000,000 of 4.000% Senior Notes due 2050 (the "new 2050 notes" and, together with the
2029 notes, the "notes").
The 2029 notes offered hereby are a new issue of securities. The new 2050 notes offered hereby will become part of the same series as our outstanding 4.000% Senior Notes due 2050,
$500 million aggregate principal amount of which were originally issued on July 15, 2019 (the "existing 2050 notes"). We refer to the new 2050 notes and the existing 2050 notes, collectively,
as the "2050 notes." The new 2050 notes and the existing 2050 notes will collectively be treated as a single series of senior debt securities under the indenture and, immediately upon
settlement, the new 2050 notes will have the same CUSIP number as, and will be fungible for U.S. federal income tax purposes with, the existing 2050 notes.
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The 2029 notes will bear interest at the rate of 2.750% per year, and the new 2050 notes will bear interest at the rate of 4.000% per year. Interest on the 2029 notes is payable on
June 15 and December 15 of each year, beginning on June 15, 2020, and interest on the new 2050 notes is payable on February 1 and August 1 of each year, beginning on February 1, 2020.
The 2029 notes will mature on December 15, 2029. The 2050 notes will mature on February 1, 2050. 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 Guarantees--Our Redemption Rights." If the 2029 notes are redeemed on or after September 15, 2029, the redemption price will not include a make-whole provision. If the 2050
notes are redeemed on or after August 1, 2049, 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.
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 2029 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 2029
Per New 2050


Note

Total

Note

Total

Public offering price(1)(2)

99.842%
$399,368,000
110.380%
$220,760,000

Underwriting discount

0.650%
$ 2,600,000
0.875%
$ 1,750,000

Proceeds, before expenses, to us(1)

99.192%
$396,768,000
109.505%
$219,010,000

(1)
Plus accrued interest, if any, from the original date of issue.
(2)
The public offering price set forth above for the new 2050 notes does not include accrued interest of $1,266,666.67 in the aggregate from July 15, 2019 up to, but
not including, the date of delivery of the new 2050 notes, which will be paid by the purchasers of the new 2050 notes. On February 1, 2020, we will pay this pre-
issuance accrued interest to the holders of the new 2050 notes.
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 September 12, 2019.
Joint Book-Running Managers
J.P. Morgan
Citigroup
Mizuho Securities
TD Securities
Co-Managers
BTIG

Evercore ISI

Barclays

BB&T Capital Markets
BBVA

Capital One Securities
RBC Capital Markets
Regions Securities LLC
Scotiabank
SMBC Nikko

US Bancorp

Wells Fargo Securities

The date of this prospectus supplement is September 3, 2019.
Table of Contents
TABLE OF CONTENTS


Page
Prospectus Supplement


Forward-Looking Statements

ii
Summary

S-1
Risk Factors

S-8
Use of Proceeds

S-11
Capitalization

S-12
Description of Notes and Guarantees

S-13
Federal Income Tax Considerations

S-27
Underwriting (Conflicts of Interest)

S-33
Legal Matters

S-39
Experts

S-39
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Page
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
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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," "anticipates," or "goals" 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;
·
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;
·
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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 when desired, on favorable terms or at all, or refinance debt maturities when desired, on favorable terms or
at all;
·
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;
·
Global factors such as negative economic, political, financial, banking, and/or 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;
·
Our failure to operate our business successfully in comparison to market expectations or in comparison to our competitors;
·
The nature and extent of future competition;
·
General and local economic conditions;
·
Adverse developments concerning the life science, technology, and agricultural technology ("agtech") industries and/or our tenants;
·
Tenant base concentration within the life science, technology, and agtech 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;
·
Risks affecting our agtech industry tenants, including, but not limited to, governmental policies affecting the agricultural industry,
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seasonality in business, changes in costs or constraints on supplies or energy used in operations, unavailability of transportation
mechanisms for carrying products and raw materials, strikes or labor slowdowns or labor contract negotiations, and technological
improvements in agriculture;
·
Any unfavorable effects resulting from federal, state, local, and/or foreign government policies, laws, and/or funding levels;
·
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;
iii
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·
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;
·
Changes in the method of determining the London Interbank Offered Rate ("LIBOR") 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, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 beginning on page 6 and in our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2019 beginning on page 127 and the other information contained in our reports filed with the Securities and
Exchange Commission (the "SEC"). 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
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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 June 30, 2019.
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 and the first and longest-tenured owner, operator, and developer uniquely focused on collaborative life science,
technology, and agtech campuses in AAA innovation cluster locations, with a total market capitalization of $22.2 billion and an asset base in North
America of 34.3 million square feet as of June 30, 2019. The asset base in North America includes 23.6 million rentable square feet ("RSF") of
operating properties and 1.5 million RSF of Class A properties undergoing construction, with projected initial occupancy in 2019, 1.9 million RSF of
Class A properties undergoing construction or pre-construction, with projected initial occupancy in 2020, 4.4 million RSF of Class A properties
undergoing or nearing pre-construction, with projected initial occupancy in 2021 or 2022, and 2.9 million RSF of future 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. We have a longstanding and proven track record of developing Class A
properties clustered in urban life science, technology, and agtech 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 also provide strategic capital to transformative life science, technology, and agtech companies through our venture capital arm. 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
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 generally represent highly desirable locations for tenancy by life science, technology, and
agtech 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, technology and agtech relationships in order to identify and attract new and leading
tenants and to source additional value-creation real estate.
Our principal executive offices are located at 26 North Euclid Avenue, Pasadena, California 91101 and our telephone number is (626) 578-0777.
Recent Developments
Sales of Partial Interest in Joint Ventures
In August 2019, we completed the sale of a 49% interest in 5200 Illumina Way, a Class A campus in our University Town Center submarket of
San Diego aggregating 792,687 RSF across six operating buildings and a land parcel available for future development of approximately 452,000 square
feet. The
S-1
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total sales price of $286.7 million for the 49% partial interest comprises $264.6 million, or $681 per RSF, for the operating buildings and $22.1 million,
or $100 per RSF, for the developable land parcel. The operating buildings are 100% occupied by Illumina, Inc. with a remaining lease term of 12 years.
·
This transaction values the campus at $585.2 million and represents a value in excess of book basis aggregating $269.6 million.
·
The portion of the sales price for the operating buildings of $264.6 million represents capitalization rates of 5.7% and 4.7% (cash basis)
using net operating income for the quarter ended June 30, 2019, annualized.
In August 2019, we completed the sale of a 90% interest in 500 Forbes Boulevard, in our South San Francisco submarket aggregating 155,685
RSF, for a sales price of $139.5 million, or $996 per RSF. The sales price represents a capitalization rate of 4.2% and 4.4% (cash basis) on net operating
income for the quarter ended June 30, 2019, annualized. The property has been leased to a single investment-grade tenant since 2009.
S-2
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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 Guarantees" 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 June 30, 2019. 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 3.90% unsecured senior notes payable due 2023, 4.000% unsecured senior notes payable due 2024, 3.45% unsecured senior notes payable due 2025, 3.800%
unsecured senior notes payable due 2026, 4.30% unsecured senior notes payable due 2026, 3.95% unsecured senior notes payable due 2027, 3.95% unsecured senior notes payable
due 2028, 4.50% unsecured senior notes payable due 2029, 4.700% unsecured senior notes payable due 2030, 3.375% unsecured senior notes payable due 2031, 4.850% unsecured
senior notes payable due 2049, and existing 2050 notes (collectively, the "existing unsecured senior notes").
(3)
Represents our unsecured senior bank term loan with an outstanding principal balance of $175.0 million (as of September 3, 2019) and a maturity date of January 2, 2025 (the
"unsecured senior bank term loan").
S-3
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Securities Offered
$400,000,000 principal amount of 2.750% senior notes due 2029.

$200,000,000 principal amount of 4.000% senior notes due 2050.

The new 2050 notes will be issued under the same indenture and will form a
single series with the $500,000,000 aggregate principal amount outstanding
of the existing 2050 notes. Immediately upon settlement, the new 2050 notes
will have the same CUSIP number and will trade interchangeably with the
outstanding existing 2050 notes.

Ranking
As of June 30, 2019, we had outstanding $354.2 million of secured
indebtedness and $6.0 billion of senior unsecured indebtedness (debt amounts
net of $23.6 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 June 30, 2019, we had an interest in unconsolidated joint ventures with
$434.4 million of secured indebtedness, with our share of this secured
indebtedness totaling $117.1 million based on our ownership interest in these
unconsolidated joint ventures. All of our outstanding secured indebtedness as
of June 30, 2019 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.

Guarantees
The notes will be fully and unconditionally guaranteed by Alexandria Real
Estate Equities, L.P. The guarantees will be senior unsecured obligations 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 2029 notes will bear interest at a rate of 2.750% per year.

The 2050 notes will bear interest at a rate of 4.000% per year.

Interest Payment Dates
Interest on the 2029 notes will be payable semi-annually in arrears on June 15
and December 15 of each year, beginning on June 15, 2020.
S-4
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Table of Contents
Interest on the 2050 notes is payable semi-annually in arrears on February 1
and August 1 of each year, beginning on February 1, 2020.

Maturity
The 2029 notes will mature on December 15, 2029 unless previously
redeemed by us at our option prior to such date.

The 2050 notes will mature on February 1, 2050 unless previously redeemed
by us at our option prior to such date.

Our Redemption Rights
At any time before September 15, 2029, we may redeem the 2029 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 2029 notes are redeemed on or
after September 15, 2029, 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 August 1, 2049, we may redeem the 2050 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 2050 notes are redeemed on or after
August 1, 2049, 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 Guarantees--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 Guarantees" in this prospectus
supplement.

Use of Proceeds
We expect that the net proceeds from the sale of 2029 notes in this offering
will be approximately $395.8 million and the sale of the new 2050 notes in
this offering will be approximately $218.5 million, in each case after
deducting underwriters' discounts and our estimated offering expenses. The
net proceeds of the offering of the notes will be used to repay the outstanding
balance on our unsecured senior bank term loan and to reduce the outstanding
balance on our unsecured senior line of credit, with any remaining proceeds
to be used for general corporate purposes, as described under "Use of
Proceeds" in this prospectus supplement.
S-5
Table of Contents
As of September 3, 2019, the unsecured senior bank term loan had a balance
of $175.0 million with a weighted average interest rate of approximately
3.62% and a maturity date of January 2, 2025. As of June 30, 2019, we had
approximately $514.0 million outstanding under our unsecured senior line of
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credit with a weighted average interest rate of approximately 3.53%. Our
unsecured line of credit matures on January 28, 2024, provided that we
exercise any extension options that we control. We may 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 repayment of other debt, redemption of
preferred stock and selective development, redevelopment or acquisition of
properties.

Affiliates of Citigroup Global Markets Inc., Mizuho Securities USA LLC,
TD Securities (USA) LLC, Barclays Capital Inc., BB&T Capital Markets, a
division of BB&T Securities, LLC, BBVA Securities Inc., Capital One
Securities, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia
Capital (USA) Inc., SMBC Nikko Securities America, Inc., U.S. Bancorp
Investments, Inc., and Wells Fargo Securities, LLC are lenders under our
unsecured senior bank term loan and may receive a portion of the net
proceeds from this offering. Affiliates of J.P. Morgan Securities LLC,
Citigroup Global Markets Inc., Mizuho Securities USA LLC, TD Securities
(USA) LLC, Barclays Capital Inc., BB&T Capital Markets, a division of
BB&T Securities, LLC, BBVA Securities Inc., Capital One Securities, Inc.,
RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA)
Inc., SMBC Nikko Securities America, Inc., U.S. Bancorp Investments, Inc.,
and Wells Fargo Securities, LLC are lenders under our unsecured senior line
of credit and may receive a portion of the net proceeds from this offering. See
"Underwriting (Conflicts of Interest)" in this prospectus.

Trading
The 2029 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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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 any of the series,
increase the principal amount of any of the 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 Citigroup Global Markets Inc., Mizuho Securities USA LLC,
TD Securities (USA) LLC, Barclays Capital Inc., BB&T Capital Markets, a
division of BB&T Securities, LLC, BBVA Securities Inc., Capital One
Securities, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia
Capital (USA) Inc., SMBC Nikko Securities America, Inc., U.S. Bancorp
https://www.sec.gov/Archives/edgar/data/1035443/000104746919005016/a2239620z424b5.htm[9/6/2019 10:14:48 AM]


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