Obbligazione Alexandrian Realty 4.9% ( US015271AU38 ) in USD

Alexandrian Realty

101.22 USD ▼

Stati Uniti

US015271AU38 ( in USD )

4.9% per anno ( pagato 2 volte l'anno)

14/12/2030

Prospetto opuscolo dell'obbligazione Alexandria Real Estate US015271AU38 en USD 4.9%, scadenza 14/12/2030

2 000 USD

700 000 000 USD

015271AU3

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/06/2026 ( In 177 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 US015271AU38, pays a coupon of 4.9% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/12/2030

The Obbligazione issued by Alexandrian Realty ( United States ) , in USD, with the ISIN code US015271AU38, 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 US015271AU38, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Nos. 333-222136 and 333-222136-01
CALCULATION OF REGISTRATION FEE CHART

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

Registered

Unit

Price

Registration Fee

Alexandria Real Estate Equities, Inc. 4.900%
Senior Notes due 2030

$700,000,000

99.933%

$699,531,000

$90,799.13(1)

Alexandria Real Estate Equities, L.P.
Guarantee of 4.900% Senior Notes due
2030

(2)

(2)

(2)

(2)

(1)
The total filing fee of $90,799.13 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.
$700,000,000 4.900% Senior Notes due 2030
Fully and Unconditionally Guaranteed by Alexandria Real Estate Equities, L.P.
We are offering $700,000,000 of 4.900% Senior Notes due 2030 (the "notes").
The notes offered hereby are a new issue of securities. The notes will bear interest at the rate of 4.900% per year. Interest on the notes is payable on
June 15 and December 15 of each year, beginning on June 15, 2020.
The notes will mature on December 15, 2030. The notes will be fully and unconditionally guaranteed by our subsidiary, Alexandria Real Estate
Equities, L.P., a Delaware limited partnership. We may redeem some or all of the notes at any time prior to maturity and as described under the caption
"Description of Notes and Guarantee--Our Redemption Rights." If the notes are redeemed on or after September 15, 2030, the redemption price will not
include a make-whole provision. We will issue the notes only in registered form in minimum denominations of $2,000 and integral multiples of $1,000
in excess thereof.
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
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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-7.

Per Note

Total

Public offering price(1)

99.933%

$699,531,000

Underwriting discount

0.850%

$5,950,000

Proceeds, before expenses, to us(1)

99.083%

$693,581,000

(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 26, 2020.
Joint Book-Running Managers
Citigroup
BofA Securities
Goldman Sachs & Co. LLC

J.P. Morgan
Co-Managers
Barclays

BBVA
Capital One Securities

Evercore ISI
Mizuho Securities
RBC Capital Markets

Regions Securities LLC

Scotiabank
SMBC Nikko
SunTrust Robinson

TD

US Bancorp
Wells Fargo
Humphrey
Securities
Securities
BNP PARIBAS

Fifth Third Securities

The date of this prospectus supplement is March 23, 2020.
Table of Contents
TABLE OF CONTENTS

Page

Prospectus Supplement

Forward-Looking Statements

ii
Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-12
Description of Notes and Guarantee
S-13
Federal Income Tax Considerations
S-26
Underwriting (Conflicts of Interest)
S-31
Legal Matters
S-37
Experts
S-37

Page

Prospectus

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About this Prospectus

1
Risk Factors

2
Where You Can Find More Information

2
The Company

3
Securities That May Be Offered

4
Use of Proceeds

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

Dividends

5
Description of Stock

6
Description of Rights

11
Description of Warrants

12
Description of Debt Securities and Related Guarantees

13
Description of Global Securities

19
Provisions of Maryland Law and of Our Charter and Bylaws

21
Federal Income Tax Considerations

25
Plan of Distribution

40
Legal Matters

41
Experts

41
Forward-Looking Statements

41
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with any different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of
operations, and prospects may have changed since those dates.
i
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). 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 downgrade of the U.S. credit rating;
·
The continuation of the ongoing economic crisis in Europe;
·
Monetary policy actions by the Federal Reserve;
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·
Potential 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;
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;
·
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,
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;
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·
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
Table of Contents
·
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;
·
Debt service obligations that may have adverse consequences on our business operations;
·
Potential changes to the U.S. tax laws;
·
Potential changes to trade policy, including tariff and import/export regulations;
·
Potential developments from recent political events; and
·
Negative impacts from continued spread of COVID-19, including on the global economy or on our and our tenants' businesses, financial
position or results of operations.
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-7, and under "Risk Factors" and "Forward-Looking Statements" contained in the accompanying prospectus and the other information contained
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in our publicly available reports filed with the Securities and Exchange Commission (the "SEC"), including our most recently filed in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2019. Other than as may be required by law, 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, 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 $26.3 billion and an asset base in North
America of 39.2 million square feet ("SF") as of December 31, 2019. As of December 31, 2019, the asset base in North America includes 27.0 million
rentable square feet ("RSF") of operating properties and 2.1 million RSF of Class A properties currently undergoing construction, 6.3 million RSF of
near-term and intermediate-term development and redevelopment projects, and 3.8 million SF 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.
Recent Developments
Forward Equity Sales Agreements
In January 2020, we entered into forward equity sales agreements to sell an aggregate of 6.9 million shares of our common stock (including the
exercise of an underwriters' option) at a public offering price of $155.00 per share, before underwriting discounts.
In March 2020, we issued 3.4 million shares of our common stock to partially settle outstanding forward equity sales agreements and received net
proceeds of $500.0 million. The proceeds were used to fund acquisitions completed in December 2019.
S-1
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Table of Contents
As of March 16, 2020, 3.5 million shares of our common stock remain unsettled under forward equity sales agreements, for which we expect to
receive proceeds of $528.1 million, to be further adjusted as provided in the sales agreements. We expect the remaining outstanding forward equity
sales agreements to be settled in 2020.
At-the-Market Common Stock Offering Program
In February 2020, we established an at-the-market common stock offering program which allows us to sell up to an aggregate of $850.0 million of
our common stock.
Completed Acquisitions
During the first quarter of 2020, we have closed on $484.1 million of total acquisitions, including:
·
One property, aggregating 509,702 RSF, with operating occupancy of 99% located at 275 Grove Street located in our Route 128
submarket for $226.1 million.
·
Two office buildings, aggregating 106,316 RSF, with operating occupancy of 100% at 3330 and 3412 Hillview Avenue located in our
Greater Stanford submarket for $105.0 million.
·
Two properties, aggregating 219,628 RSF, with operating occupancy of 88% at 9808 and 9868 Scranton Road located in our Sorrento
Mesa submarket for $102.3 million.
Additionally, in January 2020, we formed a real estate joint venture with subsidiaries of Boston Properties, Inc., through a non-cash contribution,
and are targeting a 51% ownership interest over time. We are the managing member with the power to direct the activities that most significantly affect
the economic performance of the joint venture, and will consolidate this joint venture pursuant to the applicable accounting standards. Our partner
contributed three office buildings and land supporting 260,000 square feet of future development, and we contributed one office building, one
office/laboratory building, one amenity building, at 701, 681, and 685 Gateway Boulevard, respectively, and land supporting 377,000 square feet of
future development. This future campus in our South San Francisco submarket will aggregate 1.7 million RSF, approximately 50% of which represents
future development and redevelopment opportunities.
Increased Density at 325 Binney Street in Cambridge
In March 2020, we successfully upzoned the square footage available for the ground-up development of office/laboratory space at 325 Binney
Street in our Cambridge submarket to 402,000 square feet from 164,000 square feet.
Refinancing of Unconsolidated Joint Venture Secured Construction Loan
In March 2020, our unconsolidated joint venture at 1655 and 1725 Third Street, in which we own a 10% interest, refinanced an existing secured
construction loan to permanent debt with terms as follows:
Terms

Permanent Loan

Change from Construction Loan
Aggregate borrowings

$600.0 million
Increase of $225.0 million
Maturity date

March 2025

Extended by 45 months
Interest rate

Fixed at 4.5%

Previously Libor + 3.70%
Commercial Paper Program
In March 2020, we increased the aggregate amount, which we may issue from time to time, under our commercial paper program from
$750.0 million to $1.0 billion. Our commercial paper program remains backed by our $2.2 billion unsecured senior line of credit, and any outstanding
balance on our commercial paper will reduce our line of credit borrowing capacity.
S-2
Table of Contents

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The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important
limitations and exceptions. The section entitled "Description of Notes and Guarantee" of this prospectus supplement contains a more detailed
description of the terms and conditions of the notes and the indenture governing the notes. As used in this section, unless stated otherwise, the terms
"we," "us," "our," and the "Company" refer to Alexandria Real Estate Equities, Inc. and not to any of its subsidiaries, and references to the "Operating
Partnership" or "guarantor" refer solely to Alexandria Real Estate Equities, L.P. and not to any of its subsidiaries.
Issuer

Alexandria Real Estate Equities, Inc.
Guarantor

Alexandria Real Estate Equities, L.P.
Issuer/Guarantor Structure
(1)
As of December 31, 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, 2.75% 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 the existing 2050 notes (collectively, the "existing unsecured senior notes").
(3)
As of December 31, 2019, we had approximately $384.0 million outstanding under our unsecured senior line of credit with a weighted average interest rate of approximately 2.89%.
(4)
Our commercial paper program is backed by our unsecured senior line of credit. As of December 31, 2019, we had no borrowings outstanding under our commercial paper program.
(5)
As of December 31, 2019, we had no preferred stock outstanding.
S-3
Table of Contents
Securities Offered

$700,000,000 principal amount of 4.900% senior notes
due 2030.
Ranking

As of December 31, 2019, we had outstanding
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$349.4 million of secured indebtedness and $6.4 billion of
senior unsecured indebtedness (debt amounts net of
$19.0 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, 2019, we had interests in unconsolidated
joint ventures with $543.0 million of secured
indebtedness, with our share of this secured indebtedness
totaling $149.2 million based on our ownership interest in
these unconsolidated joint ventures. All of our outstanding
secured indebtedness as of December 31, 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.
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 4.900% per year.
Interest Payment Dates

Interest on the notes will be payable semi-annually in
arrears on June 15 and December 15 of each year,
beginning on June 15, 2020.
Maturity

The notes will mature on December 15, 2030 unless
previously redeemed by us at our option prior to such
date.
Our Redemption Rights

At any time before September 15, 2030, 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
September 15, 2030, the redemption price will be equal to
the sum of 100% of the principal amount of the notes
being redeemed, plus accrued and unpaid interest thereon.

See "Description of Notes and Guarantee--Our
Redemption Rights" in this prospectus supplement.
Certain Covenants

The indenture governing the notes contains certain
covenants that, among other things, limit our, our
guarantor's and our subsidiaries' ability to:

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

· incur secured or unsecured indebtedness.
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S-4
Table of Contents

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 from this offering will be
approximately $691.6 million after deducting the
underwriters' discount and our estimated offering
expenses.

The net proceeds of the offering will initially be used to
reduce the outstanding indebtedness under our unsecured
senior line of credit and/or commercial paper program, if
any, after which the proceeds will be used for general
corporate purposes, as described under "Use of Proceeds"
in this prospectus supplement.

As of December 31, 2019, we had approximately
$384.0 million outstanding under our unsecured senior
line of credit with a weighted average interest rate of
approximately 2.89%. 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, and
selective development, redevelopment or acquisition of
properties.
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 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
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Document Outline

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