Obligation Alexandrian Realty 3.9% ( US015271AD13 ) en USD

Alexandrian Realty

100 % ▼

Etats-unis

US015271AD13 ( en USD )

3.9% par an ( paiement semestriel )

14/06/2023 - Obligation échue

Prospectus brochure de l'obligation Alexandria Real Estate US015271AD13 en USD 3.9%, échue

2 000 USD

500 000 000 USD

015271AD1

NR

NR

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 US015271AD13, paye un coupon de 3.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2023

L'Obligation émise par Alexandrian Realty ( Etats-unis ) , en USD, avec le code ISIN US015271AD13, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Alexandrian Realty ( Etats-unis ) , en USD, avec le code ISIN US015271AD13, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 a2215489z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

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

Registered

Price Per Unit

Offering Price

Registration Fee

Alexandria Real Estate Equities, Inc. 3.90% Senior
Notes due 2023

$500,000,000
99.712%

$498,560,000
$68,003.59(1)

Alexandria Real Estate Equities, L.P. Guarantee of
3.90%
Notes
due
2023
(2)
(2)
(2)
(2)

(1)
The filing fee of $68,003.59 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 June 5, 2012.
(2)
No separate consideration will be received for the guarantee. Pursuant to Rule 457(n) under the Act, no separate fee is payable with respect to
the guarantee being registered hereby.
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Filed Pursuant to Rule 424(b)5
Registration File No: 333-181881
PROSPECTUS SUPPLEMENT
(To prospectus dated June 4, 2012)
$500,000,000
Alexandria Real Estate Equities, Inc.
3.90% Senior Notes due 2023
Fully and Unconditionally Guaranteed by Alexandria Real Estate Equities, L.P.
We are offering $500,000,000 of 3.90% senior notes due 2023.
The notes will bear interest at the rate of 3.90% per year. Interest on the notes is payable on December 15 and June 15 of each year, beginning on December 15,
2013. The notes will mature on June 15, 2023. 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 90 days prior to the maturity date, the redemption price will not include a make-whole
provision. We will issue the notes only in registered form in 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 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-11.

Per
Note

Total(1)

Public offering price
99.712% $ 498,560,000

Underwriting discounts and commissions
0.650% $
3,250,000

Proceeds, before expenses, to us
99.062% $ 495,310,000

(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 against payment on or about June 7,
2013.
J.P. Morgan

RBC Capital Markets

RBS
Barclays

Goldman, Sachs & Co.

Mitsubishi UFJ

PNC Capital

Scotiabank
Securities
Markets LLC
BBVA Securities

BNY Mellon Capital Markets, LLC

Credit Agricole CIB

Credit Suisse
Fifth Third Securities, Inc.

HSBC
Huntington Investment Company

JMP Securities

TD Securities
The date of this prospectus supplement is May 29, 2013.
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TABLE OF CONTENTS

Page

Prospectus Supplement

Forward-Looking Statements

ii

Summary
S-1

Risk Factors
S-11

Alexandria Real Estate Equities, Inc.
S-14

Properties
S-25

Use of Proceeds
S-36

Capitalization
S-37

Description of Notes and Guarantee
S-38

Federal Income Tax Considerations
S-51

Underwriting (Conflicts of Interest)
S-55

Legal Matters
S-60

Experts
S-60

Prospectus

About this Prospectus

ii

Risk Factors

1

Where You Can Find More Information

1

The Company

3

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

5

Description of Stock

6

Description of Rights

12

Description of Warrants

13

Description of Debt Securities and Related Guarantees

14

Description of Global Securities

20

Provisions of Maryland Law and of Our Charter and Bylaws

23

Federal Income Tax Considerations

27

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.
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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.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify the forward-
looking statements by their use of forward-looking words, such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "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:
·
Negative worldwide economic, financial, and banking conditions, and the recent slowdown of the United States ("U.S.") economy;
·
Worldwide economic recession, lack of confidence, and/or high structural unemployment;
·
Potential defaults on national debt by certain countries;
·
Potential and further downgrade of the U.S. credit rating;
·
The continuation of the ongoing economic crisis in Europe;
·
Failure of the U.S. government to agree on a debt ceiling or deficit reduction plan;
·
Inability of the U.S. government to avoid the fiscal cliff or sequestration;
·
Potential and further downgrades of the credit ratings of major financial institutions, or their perceived creditworthiness;
·
Financial, banking, and credit market conditions;
·
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;
·
Inflation or deflation;
·
Prolonged period of stagnant growth;
·
Increased interest rates and operating costs;
·
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;
·
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 financial condition of our insurance carriers;
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·
General and local economic conditions;
·
Government changes to the healthcare system and its negative impact on our client tenants;
·
Adverse developments concerning the life science industry and/or our life science client tenants;
·
Client tenant base concentration within life science industry;
·
Potential decreases in U.S. National Institute of Health funding;
·
U.S. government client tenants may not receive government funding;
·
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;
·
The nature and extent of future competition;
·
Lower rental rates and/or higher vacancy rates;
·
Failure to renew or replace expiring leases;
·
Defaults on or non-renewal of leases by client tenants;
·
Availability of and our ability to attract and retain qualified personnel;
·
Our failure to comply with laws or changes in law;
·
Compliance with environmental laws;
·
Extreme weather conditions or climate change;
·
Our failure to maintain our status as a real estate investment trust ("REIT") for federal tax purposes;
·
Changes in laws, regulations, and financial accounting standards;
·
Certain ownership interests outside the U.S. 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;
·
Changes in the method of determining the London Interbank Offered Rate ("LIBOR"); and
·
Negative impact on economic growth resulting from the combination of federal income tax increases and government spending restrictions.
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 and the other information contained in our
publicly available filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and
our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013. We do not undertake any responsibility to update any of these factors or to announce
publicly any revisions to forward-looking statements, whether as a result of new information, future events, or otherwise.
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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," "we," "us," and "our" refer to Alexandria Real Estate
Equities, Inc. and its subsidiaries, and "GAAP" refers to accounting principles generally accepted in the United States. Unless otherwise indicated, the
information in this prospectus supplement is as of March 31, 2013.
Alexandria Real Estate Equities, Inc.
Overview
We are a self-administered and self-managed investment grade REIT. We are the largest and leading REIT focused principally on owning, operating, developing,
redeveloping, and acquiring high-quality, sustainable real estate for the broad and diverse life science industry. Founded in 1994, we are the first REIT to identify and
pursue the laboratory niche and have since had the first-mover advantage in the core life science cluster locations, including Greater Boston, San Francisco Bay Area,
San Diego, New York City, Seattle, Suburban Washington, D.C., and Research Triangle Park. Our high-credit client tenants span the life science industry, including
renowned academic and medical institutions, multinational pharmaceutical companies, public and private biotechnology entities, U.S. government research agencies,
medical device companies, industrial biotech companies, venture capital firms, and life science product and service companies.
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. The key elements to our strategy include our consistent focus on high-quality assets and operations in
the top life science cluster locations with our properties located in close proximity to life science entities, driving growth and technological advances within each
cluster. These locations are characterized by high barriers to entry for new landlords, high barriers to exit for client tenants, and limited supply of available space. The
represent highly desirable locations for tenancy by life science entities because of the close proximity to concentrations of specialized skills, knowledge, institutions,
and related businesses. Our strategy also includes drawing upon our deep and broad life science and real estate relationships in order to attract new and leading life
science client tenants and value-added real estate.
Recent Developments:
·
On May 17, 2013, we completed a common stock offering of 7,590,000 shares at a price of $73.50 per share, including 990,000 shares issued pursuant
to the exercise in full of the underwriters' option to purchase additional shares. The net proceeds of approximately $535.6 million were used to reduce
the outstanding balance on our $1.5 billion unsecured senior line of credit ("unsecured senior line of credit").
·
We increased the availability of capital through our unsecured senior line of credit. Approximately $1.5 billion was available as of March 31, 2013 on
pro forma basis after giving effect to our May 2013 common stock offering.
·
We reduced our unhedged debt as a percentage of total debt to approximately 15% as of March 31, 2013, on a pro forma basis, after giving effect to our
May 2013 common stock offering.
·
On May 28, 2013, we announced the execution of a 10-year lease with a leading mid-cap life science company at our 499 Illinois Street development in
the Mission Bay submarket of San

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Francisco. The lease is for 97,700 rentable square feet ("RSF"), or 45%, of the 219,600 RSF at this building. The client-tenant will open a state-
of-the-art research and development center at this facility.
·
We continue to improve our credit metrics. We also continue to target achieving a net debt to adjusted EBITDA ratio of approximately 6.5x and a fixed
charge coverage ratio of approximately 3.0x as of December 31, 2013.
·
We have re-evaluated our previous decision to execute a partial sale of our interest in our 75/125 Binney Street development project and now plan to
retain 100% ownership of the project. This reassessment will allow us to fully capture the potential upside from this project and will increase our
planned investment to the extent of our incremental projected ownership retention of the project.
As of March 31, 2013:
·
We had 173 properties aggregating approximately 16.7 million RSF, composed of approximately 14.2 million RSF of operating properties,
approximately 2.1 million RSF undergoing active development, and approximately 0.4 million RSF undergoing active redevelopment;
·
Our properties were located in leading life science markets, including: Greater Boston, San Francisco Bay Area, San Diego, New York City, Seattle,
Suburban Washington, D.C., and Research Triangle Park;
·
Our operating properties were approximately 93.0% leased;
·
We had six active ground-up development projects in process in North America, including an unconsolidated joint venture development project,
aggregating approximately 1,854,859 RSF. We also had seven active projects undergoing conversion into laboratory space through redevelopment in
North America, aggregating approximately 331,380 RSF;
·
We have a diverse group of client tenants, with our largest single tenant, Novartis AG, accounting for 7.1% of our annualized base rent;
·
Investment-grade client tenants represented 46% of our total annualized base rent; and
·
Approximately 94% of our leases (on a RSF basis) were triple net leases, requiring client tenants to pay substantially all real estate taxes, insurance,
utilities, common area expenses, and other operating expenses (including increases thereto) in addition to base rent. Additionally, approximately 96% o
our leases (on a RSF basis) contained effective annual rent escalations that were either fixed or indexed based on a consumer price index or another
index, and approximately 92% of our leases (on a RSF basis) provided for the recapture of certain capital expenditures.
Growth and Core Operating Strategies
We continue to demonstrate the strength and durability of our core operations, providing life science laboratory space to the broad and diverse life science
industry. Our internal growth has been consistent, as demonstrated by our same property net operating income ("NOI") performance, high and relatively stable
occupancy, and continuing improvement of cash flows from the leasing activity of our core operating assets. In addition, we continue to focus on our external growth
through the conversion of non-income-producing assets into income-producing assets, which results in cash flow contribution from ground-up development and from
redevelopment of non-laboratory space into laboratory space. We intend to selectively acquire properties that we believe provide long-term value to our stockholders.
Our strategy for acquisitions will focus on the quality of the submarket locations, improvements, tenancy, and overall return. We believe the life science industry will
remain keenly

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focused on locations in close proximity to key innovation drivers in each major life science submarket. Owning and operating the best assets in the best locations
provides the best upside potential and provides the most downside risk mitigation. This being the case, we will also focus on locations that we believe will deliver
high cash flows, stability, and returns as we work to deliver the highest value to our stockholders.
We also intend to continue to focus on the completion and delivery of our existing active development and redevelopment projects in North America, aggregating
approximately 1,854,859 RSF, and 331,380 RSF, respectively. Additionally, we intend to continue with preconstruction activities for certain land parcels for future
ground-up development in order to preserve and create value for these projects. These important preconstruction activities add significant value to our land for future
ground-up development and are required for the ultimate vertical construction of the buildings. We also continue to be very prudent with any future decisions to add new
projects to our active ground-up developments. Future ground-up development projects will likely require significant pre-leasing from high-quality and/or creditworth
entities.
We intend to continue to transition our balance sheet debt from short-term and medium-term unsecured variable rate bank debt to long-term unsecured fixed rate
debt. We are focused on the recycling of sale proceeds from non-core suburban assets for investment into higher-value urban or central business district ("CBD") asset
and teaming with high-quality capital partners, as appropriate. We expect sources of funds for construction activities and repayment of outstanding debt to be provided
by opportunistic sales of real estate, joint ventures, cash flows from operations, new secured or unsecured debt, and the issuance of additional equity securities, as
appropriate. We intend to combine these sources of capital in order to achieve and maintain our overall balance sheet leverage target.
We seek to maximize balance sheet liquidity and flexibility, cash flows, and cash available for distribution to our stockholders through the ownership, operation,
management, and selective acquisition, development, and redevelopment of life science properties, as well as management of our balance sheet. In particular, we seek
to maximize balance sheet liquidity and flexibility, cash flows, and cash available for distribution by:
·
Maintaining significant liquidity through borrowing capacity under our unsecured senior line of credit and cash and cash equivalents;
·
Minimizing the amount of near-term debt maturities in a single year;
·
Maintaining low to modest leverage;
·
Minimizing variable interest rate risk;
·
Maintaining strong and stable operating cash flows;
·
Re-tenanting and re-leasing space at higher rental rates to the extent possible, while minimizing tenant improvement costs;
·
Maintaining solid occupancy while also maintaining high lease rental rates;
·
Realizing contractual rental rate escalations, which are currently provided for in approximately 96% of our leases (on a RSF basis);
·
Implementing effective cost control measures, including negotiating pass-through provisions in client tenant leases for operating expenses and certain
capital expenditures;
·
Improving investment returns through leasing of vacant space and replacement of existing client tenants with new client tenants at higher rental rates;
·
Achieving higher rental rates from existing client tenants as existing leases expire;

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·
Selectively selling properties, including land parcels, to reduce outstanding debt;
·
Selectively acquiring high-quality life science properties in our target life science cluster markets at prices that enable us to realize attractive returns;
·
Selectively redeveloping existing office, warehouse, or shell space, or newly acquired properties, into generic life science laboratory space that can be
leased at higher rental rates in our target life science cluster markets;
·
Selectively developing properties in our target life science cluster markets; and
·
Recycling non-core assets for capital deployment in key "brain trust" clusters for future value.
We continue to target achieving a leverage ratio of net debt to adjusted EBITDA of approximately 6.5x and a fixed charge coverage ratio of approximately 3.0x as of
December 31, 2013.
First Quarter 2013 Highlights
·
Funds from operations ("FFO") per share--diluted, of $1.11, up 3%, for the three months ended March 31, 2013, over the three months ended March 31
2012.
·
Adjusted funds from operations ("AFFO") per share--diluted, of $1.08, up 6%, for the three months ended March 31, 2013, over the three months ended
March 31, 2012.
·
Earnings per share--diluted of $0.36, up 20%, for the three months ended March 31, 2013, over March 31, 2012.
Core Operating Metrics
·
Total revenues were $150.4 million, up 11%, for the three months ended March 31, 2013, compared to total revenues for the three months ended
March 31, 2012, of $135.7 million;
·
NOI was $105.2 million, up 10%, for the three months ended March 31, 2013, compared to NOI for the three months ended March 31, 2012, of
$95.3 million;
·
Investment-grade client tenants represented 46% of total annualized base rent;
·
Investment-grade client tenants represented 78% of top 10 client tenants' annualized base rent;
·
Operating margins remained steady at 70% for the three months ended March 31, 2013;
·
Annual rent escalations in 96% of leases;
·
Same property NOI increased by 8.8% and 0.4% on a cash and GAAP basis, respectively, for the three months ended March 31, 2013, compared to
same property NOI for the three months ended March 31, 2012;
·
Solid leasing activity during the three months ended March 31, 2013;
·
Executed 44 leases for 703,000 RSF, including 457,000 RSF of development and redevelopment space;
·
RSF of remaining expiring leases in 2013 are modest at 4.1% of total RSF;
·
Rental rate increase of 5.9% and 12.7% on a cash and GAAP basis, respectively, on renewed/re-leased space;
·
Key life science space leasing;
·
ARIAD Pharmaceuticals, Inc. leased 244,000 RSF in the greater Boston market;

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