Obbligazione Alexandrian Realty 3.95% ( US015271AK55 ) in USD

Alexandrian Realty

100 USD ▼

Stati Uniti

US015271AK55 ( in USD )

3.95% per anno ( pagato 2 volte l'anno)

14/01/2028

Prospetto opuscolo dell'obbligazione Alexandria Real Estate US015271AK55 en USD 3.95%, scadenza 14/01/2028

2 000 USD

425 000 000 USD

015271AK5

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/07/2025 ( In 7 giorni )

Alexandria Real Estate Equities, Inc. è una società di investimento immobiliare statunitense specializzata nello sviluppo, nell'acquisto e nella gestione di proprietà immobiliari per la ricerca scientifica e tecnologica.

The Obbligazione issued by Alexandrian Realty ( United States ) , in USD, with the ISIN code US015271AK55, pays a coupon of 3.95% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/01/2028

The Obbligazione issued by Alexandrian Realty ( United States ) , in USD, with the ISIN code US015271AK55, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Alexandrian Realty ( United States ) , in USD, with the ISIN code US015271AK55, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5 1 a2231045z424b5.htm 424B5
Use these links to rapidly review the document
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 2028

$425,000,000

99.855%

$424,383,750

$49,186.08(1)

Alexandria Real Estate Equities, L.P.
Guarantee of 3.95% Notes due 2028
(2)

(2)

(2)

(2)

(1)
The filing fee of $49,186.08 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
Filed pursuant to Rule 424(b)(5)
Registration No. 333-207762
PROSPECTUS SUPPLEMENT
(To prospectus dated November 3, 2015)
$425,000,000
Alexandria Real Estate Equities, Inc.
3.95% Senior Notes due 2028
Fully and Unconditionally Guaranteed by Alexandria Real Estate Equities, L.P.
We are offering $425,000,000 of 3.95% senior notes due 2028 (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 July
15, 2017. The notes will mature on January 15, 2028. 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, 2027, 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
https://www.sec.gov/Archives/edgar/data/1035443/000104746917000956/a2231045z424b5.htm[2/24/2017 5:01:29 PM]

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.
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)

99.855%

$424,383,750

Underwriting discount

0.650%

$2,762,500

Proceeds, before expenses, to us(1)

99.205%

$421,621,250

(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 March 3, 2017.
Goldman, Sachs & Co.
Mizuho Securities
Scotiabank
Evercore ISI

TD Securities
BB&T Capital Markets

BBVA
BNP PARIBAS
Capital One Securities
MUFG

PNC Capital Markets LLC
RBC Capital Markets
Regions Securities LLC

SMBC Nikko

UBS Investment Bank

The date of this prospectus supplement is February 22, 2017.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Forward-Looking Statements

ii
Summary
S-1
Risk Factors
S-6
Consolidated Ratio of Earnings to Fixed Charges
S-9
Use of Proceeds
S-10
Capitalization
S-11
Description of Notes and Guarantee
S-12
Federal Income Tax Considerations
S-25
Underwriting (Conflicts of Interest)
S-30
Legal Matters
S-35
https://www.sec.gov/Archives/edgar/data/1035443/000104746917000956/a2231045z424b5.htm[2/24/2017 5:01:29 PM]

Experts
S-35

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;
https://www.sec.gov/Archives/edgar/data/1035443/000104746917000956/a2231045z424b5.htm[2/24/2017 5:01:29 PM]

·
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;
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;
https://www.sec.gov/Archives/edgar/data/1035443/000104746917000956/a2231045z424b5.htm[2/24/2017 5:01:29 PM]

·
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 Adminstration, 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
Table of Contents
·
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-6 and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 beginning on page 6, 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.
iv
Table of Contents
https://www.sec.gov/Archives/edgar/data/1035443/000104746917000956/a2231045z424b5.htm[2/24/2017 5:01:29 PM]

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 December 31, 2016.
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 collaborative life science and technology campuses in AAA innovation cluster locations with a total market
capitalization of $14.2 billion and an asset base in North America of 25.2 million square feet as of December 31, 2016. The asset base in North
America includes 19.9 million rentable square feet ("RSF") of operating properties and development and redevelopment of new Class A properties
(under construction or pre-construction) and 5.3 million square feet of future ground-up 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 49% of our annual
rental revenue as of December 31, 2016, generated from investment-grade 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.
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 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, science, and technology relationships in order to identify and attract new and leading tenants and to source
additional value-creation real estate.
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

https://www.sec.gov/Archives/edgar/data/1035443/000104746917000956/a2231045z424b5.htm[2/24/2017 5:01:29 PM]

(1)
As of December 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"), 3.95% unsecured senior notes
payable due 2027 (the "3.95% 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 $400 million (as of December 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
S-2
Table of Contents
principal balance of $350 million (as of December 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.
Securities Offered
$425,000,000 principal amount of 3.95% notes due 2028

Ranking
As of December 31, 2016, we had outstanding $1.01 billion of secured
indebtedness and $3.15 billion of senior unsecured indebtedness (debt
amounts net of $11.4 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 December 31, 2016, we had an interest in an
unconsolidated joint venture with $185.78 million of secured indebtedness,
with our share of this secured indebtedness totaling $51.1 million based on
our ownership interest in this unconsolidated joint venture. All of our
outstanding secured indebtedness as of December 31, 2016 was attributable
https://www.sec.gov/Archives/edgar/data/1035443/000104746917000956/a2231045z424b5.htm[2/24/2017 5:01:29 PM]

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 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 July 15, 2017.

Maturity
The notes will mature on January 15, 2028 unless previously redeemed by us
at our option prior to such date.
S-3
Table of Contents
Our Redemption Rights
At any time before October 15, 2027, 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, 2027, 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.

Use of Proceeds
We expect that the net proceeds of this offering will be approximately $420.3
million, after deducting the underwriters' discount and our estimated offering
expenses. We intend to use the net proceeds from this offering for general
corporate purposes and 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 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
https://www.sec.gov/Archives/edgar/data/1035443/000104746917000956/a2231045z424b5.htm[2/24/2017 5:01:29 PM]

and selective development, redevelopment or acquisition of properties.
Affiliates of each of Goldman, Sachs & Co., Mizuho Securities USA Inc.,
Scotia Capital (USA) Inc., TD Securities (USA) LLC, BB&T Capital
Markets, a division of BB&T Securities, LLC, BBVA Securities Inc., BNP
Paribas Securities Corp., Capital One Securities, Inc., MUFG Securities
Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC,
Regions Securities LLC and SMBC Nikko Securities America, Inc. 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.
S-4
Table of Contents
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.

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 each of Goldman, Sachs & Co., Mizuho Securities USA Inc.,
Scotia Capital (USA) Inc., TD Securities (USA) LLC, BB&T Capital
Markets, a division of BB&T Securities, LLC, BBVA Securities Inc., BNP
Paribas Securities Corp., Capital One Securities, Inc., MUFG Securities
Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC,
Regions Securities LLC and SMBC Nikko Securities America, Inc. 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 and in
our Annual Report on Form 10-K for the fiscal year ended December 31,
2016 beginning on page 6.
S-5
Table of Contents
https://www.sec.gov/Archives/edgar/data/1035443/000104746917000956/a2231045z424b5.htm[2/24/2017 5:01:29 PM]

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, 2016, 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.
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 December 31, 2016, was attributable to indebtedness of our subsidiaries other than the guarantor.
As of December 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
https://www.sec.gov/Archives/edgar/data/1035443/000104746917000956/a2231045z424b5.htm[2/24/2017 5:01:29 PM]

Document Outline

#1">
- #1">