Kilroy Realty Reports Material Agreement & New Financial Obligation

TL;DR

**Kilroy Realty just entered a material agreement and took on a new financial obligation.**

AI Summary

Kilroy Realty Corporation and Kilroy Realty, L.P. filed an 8-K on January 12, 2024, reporting an event that occurred on January 9, 2024. The filing indicates an "Entry into a Material Definitive Agreement" and the "Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement." While the specific details of the agreement and obligation are not provided in this summary, investors should be aware that this could signal a significant change in the company's financial structure or operational strategy, potentially impacting future earnings or debt levels.

Why It Matters

This filing signals a potentially significant financial or operational change for Kilroy Realty, which could affect its debt, assets, or future profitability, directly impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and material agreements without specific details, creating uncertainty about their potential impact on the company's financial health.

Analyst Insight

Investors should monitor subsequent filings or press releases from Kilroy Realty for specific details regarding the material definitive agreement and direct financial obligation to assess their impact on the company's financial health and future prospects.

Key Players & Entities

• KILROY REALTY CORP (company) — registrant of the 8-K filing
• Kilroy Realty, L.P. (company) — co-registrant of the 8-K filing
• January 9, 2024 (date) — date of the earliest event reported
• January 12, 2024 (date) — filing date of the 8-K

FAQ

Key Financial Figures

• $400,000,000 — eted an underwritten public offering of $400,000,000 aggregate principal amount of the Opera

Filing Documents

• d86803d8k.htm (8-K) — 55KB
• d86803dex11.htm (EX-1.1) — 205KB
• d86803dex43.htm (EX-4.3) — 126KB
• d86803dex51.htm (EX-5.1) — 20KB
• d86803dex52.htm (EX-5.2) — 35KB
• g8680379aa.jpg (GRAPHIC) — 5KB
• g86803dsp78aa.jpg (GRAPHIC) — 6KB
• g86803dsp81.jpg (GRAPHIC) — 6KB
• g86803dsp81a.jpg (GRAPHIC) — 4KB
• 0001193125-24-007642.txt ( ) — 720KB
• krc-20240109.xsd (EX-101.SCH) — 5KB
• krc-20240109_cal.xml (EX-101.CAL) — 1KB
• krc-20240109_def.xml (EX-101.DEF) — 13KB
• krc-20240109_lab.xml (EX-101.LAB) — 22KB
• krc-20240109_pre.xml (EX-101.PRE) — 13KB
• d86803d8k_htm.xml (XML) — 5KB

01

ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

03

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT On January 12, 2024, Kilroy Realty, L.P. (the "Operating Partnership") and Kilroy Realty Corporation (the "Company") completed an underwritten public offering of $400,000,000 aggregate principal amount of the Operating Partnership's 6.250% Senior Notes due 2036 (the "Notes"). The Notes are fully and unconditionally guaranteed by the Company (the "Guarantee"). The terms of the Notes are governed by an indenture, dated as of March 1, 2011 (the "Base Indenture"), by and among the Operating Partnership, the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the "Trustee"), as amended and supplemented by a supplemental indenture, dated as of July 5, 2011, among the Issuer, the Company and the Trustee (the "Supplemental Indenture"; the Base Indenture, as amended and supplemented by the Supplemental Indenture, is hereinafter called the "Indenture"), and an officers' certificate, dated as of January 12, 2024, establishing the form and terms of the Notes and Guarantee pursuant to the Indenture (the "Officers' Certificate").The Indenture contains various restrictive covenants, including limitations on the ability of the Operating Partnership and its subsidiaries to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. Copies of the Base Indenture, the Supplemental Indenture and the Officers' Certificate, which are being filed herewith or incorporated by reference, as the case may be, are attached as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K. The Notes are the Operating Partnership's senior unsecured obligations and rank equally in right of payment with all of the Operating Partnership's other existing and future senior unsecured indebtedness. However, the Notes are effectively subordinat

01

ITEM 8.01 OTHER EVENTS On January 9, 2024, the Operating Partnership and the Company entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, PNC Capital Markets LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters (the "Underwriters") listed on Schedule A attac hed thereto, relating to the public offering by the Operating Partnership of $400,000,000 aggregate principal amount of the Notes. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Underwriting Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Underwriting Agreement. On January 12, 2024, the Operating Partnership completed such underwritten public offering of $400,000,000 aggregate principal amount of the Notes, which are fully and unconditionally guaranteed by the Company. The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on September 15, 2022 (Registration Nos. 333-267440 and 333-267440-01), a base prospectus included therein, dated September 15, 2022, and a prospectus supplement, dated January 9, 2024, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of the Operating Partnership's coun s el, Latham & Watkins LLP, regarding the validity of the Notes and related Guarantee, and as Exhibit 5.2 to this Current Report on Form 8-K an opinion of the Company's counsel, Ballard Spahr LLP, regarding certain Maryland law issues.

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. 1.1* Underwriting Agreement, dated January 9, 2024, by and among Kilroy Realty, L.P., Kilroy Realty Corporation and BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, PNC Capital Markets LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named on Schedule A thereto. 4.1 .(1) Indenture, dated March 1, 2011, by and among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee. 4.2 (2) Supplemental Indenture, dated July 5, 2011, by and among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee. 4.3* Officers' Certificate, dated January 12, 2024, pursuant to Sections 102, 201, 301 and 303 of the Indenture dated March 1, 2011, as amended and supplemented, among Kilroy Realty, L.P., as issuer, Kilroy Realty Corporation, as guarantor, and U.S. Bank National Association, as trustee, establishing a series of securities entitled "6.250% Senior Notes due 2036," including the form of 6.250% Senior Note due 2036 and the form of related guarantee. 5.1* Opinion of Latham & Watkins LLP. 5.2* Opinion of Ballard Spahr LLP. 23.1* Consent of Latham & Watkins LLP (included in Exhibit 5.1). 23.2* Consent of Ballard Spahr LLP (included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith (1) Previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as exhibit 4.1 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on October 2, 2013. (2) Previously filed by Kilroy Realty Corporation and Kilroy Realty, L.P. as exhibit 4.2 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on October 2, 2013.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Kilroy Realty Corporation Date: January 12, 2024 By: /s/ Merryl E. Werber Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Kilroy Realty, L.P. Date: January 12, 2024 By: Kilroy Realty Corporation, Its general partner By: /s/ Merryl E. Werber Merryl E. Werber Senior Vice President, Chief Accounting Officer

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View this 8-K filing on SEC EDGAR