Kilroy Realty Corporation (NYSE:KRC) announced that it intends to file with the Securities and Exchange Commission, on or after September 17, 2013, a registration statement on Form S-3 and a prospectus supplement to the prospectus that forms a part of the registration statement that will cover resales of its common stock that may be issued from time to time upon exchange of the 4.25% Exchangeable Senior Notes due 2014 (the “Notes”) issued by Kilroy Realty, L.P., its operating partnership. The registration statement is anticipated to be immediately effective upon filing.
Holders of Notes who wish to be named in the prospectus supplement to the prospectus that forms part of the registration statement in order to sell the common stock issuable to them upon exchange of their Notes should complete a selling stockholder notice and questionnaire contained in the offering memorandum for the Notes and return it, no later than September 3, 2013, to: Kilroy Realty Corporation, 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064, Attention: Corporate Legal Counsel.
This release is being issued in order to comply with the terms of the indenture and registration rights agreement relating to the Notes. Kilroy Realty Corporation will not receive any of the proceeds from the resale of the common stock issuable upon exchange of the Notes. This release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Kilroy Realty Corporation’s or Kilroy Realty, L.P.’s securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Forward-Looking Statements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated in forward-looking statements, and you should not rely on forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in forward-looking statements, including, among others, risks associated with: investment in real estate assets, which are illiquid; trends in the real estate industry; significant competition, which may decrease the occupancy and rental rates of properties; the ability to successfully complete acquisitions and dispositions on announced terms; the ability to successfully operate acquired properties; the availability of cash for distribution and debt service and exposure of risk of default under debt obligations; adverse changes to, or implementations of, applicable laws, regulations or legislation; and the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts. These factors are not exhaustive. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2012 and our other filings with the Securities and Exchange Commission. All forward-looking statements are based on information that was available, and speak only, as of the date on which they are made. We assume no obligation to update any forward-looking statement made in this press release that becomes untrue because of subsequent events, new information or otherwise, except to the extent required in connection with ongoing requirements under U.S. securities laws.