Obligation Alexandrian Realty 4.85% ( US015271AQ26 ) en USD

Alexandrian Realty

100 % ▲

Etats-unis

US015271AQ26 ( en USD )

4.85% par an ( paiement semestriel )

14/04/2049

Prospectus brochure de l'obligation Alexandria Real Estate US015271AQ26 en USD 4.85%, échéance 14/04/2049

2 000 USD

300 000 000 USD

015271AQ2

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/10/2025 ( Dans 99 jours )

Alexandria Real Estate Equities, Inc. est une société d'investissement immobilier américain spécialisée dans la propriété, le développement et la gestion de propriétés de recherche scientifique et technologique de haute qualité, principalement situées dans des marchés clés des sciences de la vie aux États-Unis.

L'Obligation émise par Alexandrian Realty ( Etats-unis ) , en USD, avec le code ISIN US015271AQ26, paye un coupon de 4.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2049

L'Obligation émise par Alexandrian Realty ( Etats-unis ) , en USD, avec le code ISIN US015271AQ26, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Alexandrian Realty ( Etats-unis ) , en USD, avec le code ISIN US015271AQ26, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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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 of Securities
Amount to be
Offering Price
Aggregate Offering
Amount of
to be Registered

Registered

Per Unit

Price

Registration Fee

Alexandria Real Estate Equities, Inc.
4.000% Senior Notes due 2024

$200,000,000

102.368%

$204,736,000

$24,814.00(1)

Alexandria Real Estate Equities, Inc.
3.800% Senior Notes due 2026

$350,000,000

99.893%

$349,625,500

$42,374.61(1)

Alexandria Real Estate Equities, Inc.
4.850% Senior Notes due 2049

$300,000,000

99.949%

$299,847,000

$36,341.46(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 3.800% Senior Notes
due 2026

(2)

(2)

(2)

(2)

Alexandria Real Estate Equities, L.P.
Guarantee of 4.850% Senior Notes
due 2049

(2)

(2)

(2)

(2)

(1)
The total filing fee of $103,530.07 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.
$200,000,000 4.000% Senior Notes due 2024
$350,000,000 3.800% Senior Notes due 2026
$300,000,000 4.850% Senior Notes due 2049
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Fully and Unconditionally Guaranteed by Alexandria Real Estate Equities, L.P.
We are offering $200,000,000 of 4.000% Senior Notes due 2024 (the "new 2024 notes"), $350,000,000 of 3.800% Senior Notes due 2026 (the "2026 notes"), and $300,000,000 of
4.850% Senior Notes due 2049 (the "2049 notes" and, together with the new 2024 notes and the 2026 notes, the "notes").
The new 2024 notes offered hereby will become part of the same series as our outstanding 4.000% Senior Notes due 2024, $450 million aggregate principal amount of which were
originally issued on June 21, 2018 (the "existing 2024 notes"). We refer to the new 2024 notes and the existing 2024 notes, collectively, as the "2024 notes." The new 2024 notes and the
existing 2024 notes will collectively be treated as a single series of senior debt securities under the indenture and, immediately upon settlement, the new 2024 notes will have the same CUSIP
number as, and will be fungible for U.S. federal income tax purposes with, the existing 2024 notes.
Each of the 2026 notes and the 2049 notes offered hereby are a new issue of securities.
The new 2024 notes will bear interest at the rate of 4.000% per year, the 2026 notes will bear interest at the rate of 3.800% per year and the 2049 notes will bear interest at the rate
of 4.850% per year. Interest on the new 2024 notes is payable on January 15 and July 15 of each year, beginning on July 15, 2019, the 2026 notes is payable on April 15 and October 15 of
each year, beginning on October 15, 2019, and interest on the 2049 notes is payable on April 15 and October 15 of each year, beginning on October 15, 2019.
The 2024 notes will mature on January 15, 2024, the 2026 notes will mature on April 15, 2026 and the 2049 notes will mature on April 15, 2049. 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 2024 notes are redeemed on or after December 15, 2023, the redemption price will not
include a make-whole provision. If the 2026 notes are redeemed on or after February 15, 2026, the redemption price will not include a make-whole provision. If the 2049 notes are redeemed
on or after October 15, 2048, 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 initially use the proceeds of the offering of the new 2024 and the 2026 notes to reduce the outstanding
balance on our unsecured senior line of credit, and then allocate these proceeds to fund, in whole or in part, Eligible Green Projects (as defined herein), including the development and
redevelopment of such projects, and to repay a secured note payable related to a recently completed class A development property which was awarded LEED Gold certification, and the
proceeds of the offering of the 2049 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-10.

Per 2024
Per 2026
Per 2049

Note

Total

Note

Total

Note

Total

Public offering price(1)(2)

102.368%
$204,736,000
99.893%
$349,625,500
99.949%
$299,847,000

Underwriting discount

0.600%
$1,200,000
0.625%
$2,187,500
0.875%
$2,625,000

Proceeds, before expenses, to us(1)

101.768%
$203,536,000
99.268%
$347,438,000
99.074%
$297,222,000

(1)
Plus accrued interest, if any, from the original date of issue.
(2)
The public offering price set forth above for the new 2024 notes does not include accrued interest of $1,466,666.67 in the aggregate from January 15, 2019 up to,
but not including, the date of delivery of the new 2024 notes, which will be paid by the purchasers of the new 2024 notes. On July 15, 2019, we will pay this pre-
issuance accrued interest to the holders of the new 2024 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 March 21, 2019.
Joint Book-Running Managers
Goldman Sachs & Co. LLC
Citigroup

J.P. Morgan

SMBC Nikko
Co-Managers
Barclays

BB&T Capital Markets

BBVA

BNP PARIBAS
Capital One Securities

Evercore ISI

Fifth Third Securities

Mizuho Securities
PNC Capital Markets LLC
RBC Capital Markets

Regions Securities LLC
Ramirez & Co., Inc.
Scotiabank
SunTrust Robinson Humphrey
TD Securities

US Bancorp
Wells Fargo Securities
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The date of this prospectus supplement is March 12, 2019.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Forward-Looking Statements

ii
Summary
S-1
Risk Factors
S-10
Use of Proceeds
S-14
Capitalization
S-17
Description of Notes and Guarantees
S-18
Federal Income Tax Considerations
S-32
Underwriting (Conflicts of Interest)
S-38
Legal Matters
S-44
Experts
S-44
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
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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;
·
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;
·
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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 and technology industries and/or our 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;
·
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;
·
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;
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·
Security breaches through cyber-attacks or cyber-intrusions;
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·
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-9 and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 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
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 December 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® company and an urban office REIT uniquely focused on collaborative life science and technology campuses in AAA innovation cluster
locations with a total market capitalization of $18.4 billion and an asset base in North America of 33.1 million square feet as of December 31, 2018.
The asset base in North America includes 22.4 million rentable square feet ("RSF") of operating properties and 3.9 million RSF of development and
redevelopment of new Class A properties currently undergoing construction and pre-construction activities with target delivery dates ranging from 2019
through 2020. Additionally, the asset base in North America includes 6.8 million square feet of intermediate-term and 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 Park. We are known for our high-quality and diverse tenant base, with
approximately 52% of our annual rental revenue as of December 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 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 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 located in AAA innovation
cluster locations. 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
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Sale of partial interest in core Class A property
In February 2019, we sold a 60% interest in 75/125 Binney Street, a Class A property in our Cambridge submarket, for a sales price of
$438 million, or $1,880 per RSF, representing a 4.3% capitalization rate on net operating income (cash basis) for the three months ended December 31,
2018, annualized. We retained control over the joint venture and continued to reflect the asset at its
S-1
Table of Contents
current book value. Under the accounting standards, we also recognized additional paid-in capital for the difference between the consideration received
and the partial interest at book value. We expect to reinvest the proceeds from this sale into our value-creation pipeline.
Recent acquisitions
Subsequent to December 31, 2018, we acquired nine properties located in our existing markets in four separate transactions for an aggregate
purchase price of $300.7 million, including a $65 million purchase installment payment in January 2019 related to a purchase completed in 2018. These
acquisitions consisted of value-add operating properties which will provide future development and redevelopment opportunities.
S-2
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 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 December 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, 4.60% unsecured senior notes payable due 2022, 3.90% unsecured senior notes payable due 2023, 3.45%
unsecured senior notes payable due 2025, 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, 4.70% unsecured senior notes payable due 2030 and existing 2024 notes (collectively, the "existing unsecured senior
notes")
(3)
Represents our unsecured senior bank term loan with an outstanding principal balance of $350 million (as of December 31, 2018) and a maturity date of January 28, 2024 (the "2024
unsecured senior bank term loan").
S-3
Table of Contents
Securities Offered

$200,000,000 principal amount of 4.000% notes due
2024.

$350,000,000 principal amount of 3.800% notes due
2026.

$300,000,000 principal amount of 4.850% notes due
2049.

The additional 4.000% notes due 2024 offered hereby will
be issued under the same indenture and will form a single
series with the $450,000,000 aggregate principal amount
outstanding of the existing 2024 notes. Immediately upon
settlement, the additional 4.000% notes due 2024 offered
hereby will have the same CUSIP number and will trade
interchangeably with the outstanding 4.000% notes due
2024.

Ranking
As of December 31, 2018, we had outstanding
$630.5 million of secured indebtedness and $4.8 billion of
senior unsecured indebtedness (debt amounts net of
$20.2 million of unamortized deferred financing costs,
premiums and discounts, and exclusive of trade payables,
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distributions payable, accrued expenses and committed
letters of credit) on a consolidated basis. In addition, as of
December 31, 2018, we had an interest in unconsolidated
joint ventures with $337.8 million of secured
indebtedness, with our share of this secured indebtedness
totaling $88 million based on our ownership interest in
these unconsolidated joint ventures. All of our outstanding
secured indebtedness as of December 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.

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 2024 notes will bear interest at a rate of 4.000% per
year.
S-4
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The 2026 notes will bear interest at a rate of 3.800% per
year.

The 2049 notes will bear interest at a rate of 4.850% per
year.

Interest Payment Dates
Interest on the new 2024 notes is payable on January 15
and July 15 of each year, beginning on July 15, 2019.

Interest on the 2026 notes will be payable semi-annually
in arrears on April 15 and October 15 of each year,
beginning on October 15, 2019.

Interest on the 2049 notes will be payable semi-annually
in arrears on April 15 and October 15 of each year,
beginning on October 15, 2019.

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

The 2026 notes will mature on April 15, 2026 unless
previously redeemed by us at our option prior to such
date.

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The 2049 notes will mature on April 15, 2049 unless
previously redeemed by us at our option prior to such
date.

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 February 15, 2026, we may redeem
the 2026 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 2026 notes are redeemed on
or after February 15, 2026, the redemption price will be
equal to the sum of 100% of the principal amount of the
notes being redeemed, plus accrued and unpaid interest
thereon.
S-5
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At any time before October 15, 2048, we may redeem the
2049 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 2049 notes are redeemed on
or after October 15, 2048, 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
The new 2024 notes

We expect that the net proceeds from the sale of the new
2024 notes in this offering will be approximately $203.0
million, after deducting underwriters' discounts and our
estimated offering expenses. The net proceeds of the
offering of the new 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, as described under "Use of Proceeds" in
https://www.sec.gov/Archives/edgar/data/1035443/000104746919001263/a2238051z424b5.htm[3/15/2019 1:14:02 PM]

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