PASADENA, Calif., Jan. 27, 2026
/PRNewswire/ -- Alexandria Real Estate Equities, Inc. ("Alexandria" or the "Company") (NYSE: ARE) today
announced the commencement of cash tender offers ("Tender Offers") to purchase up to an aggregate principal
amount that will not result in an aggregate purchase price that exceeds $800,000,000 (subject to increase or
decrease by the Company, the "Aggregate Maximum Tender Amount") of its outstanding 3.000% Senior Notes due
2051 (the "2051 Notes"), 3.550% Senior Notes due 2052 (the "2052 Notes") and 4.000% Senior Notes due 2050
(the "2050 Notes", and, together with the 2051 Notes and the 2052 Notes, the "Notes" and, each series, a
"series of Notes"), subject to the order of priority (the "Acceptance Priority Levels" as set forth in the
table below under "Acceptance Priority Level"). The Notes are fully and unconditionally guaranteed by
Alexandria Real Estate Equities, L.P.
The price offered in the Tender Offers and other information relating to the Tender Offers are set forth in
the table below.
|
Title of Notes
|
CUSIP Number
(1)
|
Aggregate Principal Amount
Outstanding
(2)
|
Acceptance Priority Level (3)
|
Reference U.S. Treasury
Security
|
Bloomberg Reference Page (4)
|
Fixed Spread (basis points)
|
Early Tender Premium (5)
|
|
3.000% Senior Notes due 2051
|
015271 AX7
|
$850,000,000
|
1
|
4.750% UST due August 15, 2055
|
FIT1
|
+75
|
$50
|
|
|
|
|
|
|
|
|
|
3.550% Senior Notes due 2052
|
015271 AZ2
|
$1,000,000,000
|
2
|
4.750% UST due August 15, 2055
|
FIT1
|
+75
|
$50
|
|
|
|
|
|
|
|
|
|
4.000% Senior Notes due 2050
|
015271 AS8
|
$700,000,000
|
3
|
4.750% UST due August 15, 2055
|
FIT1
|
+80
|
$50
|
|
|
|
|
|
|
|
|
|
______________________________________
|
|
(1)
|
No representation is made as to the correctness
or accuracy of the CUSIP Numbers listed in this press release or printed on the
Notes. They are provided solely for the convenience of the Holders (as defined
below) of the Notes.
|
|
(2)
|
As of January 27, 2026.
|
|
(3)
|
Subject to the Aggregate Maximum Tender Amount
and proration, the principal amount of each series of Notes that is purchased in the
Tender Offers will be determined in accordance with the applicable Acceptance
Priority Level (in numerical priority order with 1 being the highest Acceptance
Priority Level and 3 being the lowest) specified in this column.
|
|
(4)
|
The applicable page on Bloomberg from which the
Dealer Managers (as defined below) will quote the bid side prices of the applicable
U.S. Treasury Security. In the above table, "UST" denotes a U.S. Treasury
Security.
|
|
(5)
|
Per $1,000 principal amount of Notes validly
tendered at or prior to the Early Tender Date (as defined below) (and not validly
withdrawn) and accepted for purchase by the Company.
|
The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated January 27, 2026 (as the same may be amended or supplemented from time to time, the "Offer
to Purchase"), including the Financing Condition (as defined below). The Tender Offers are open to all
registered holders (the "Holders") of the Notes. The Company reserves the right, but is under no obligation,
to increase the Aggregate Maximum Tender Amount at any time, including on or after the Price Determination
Date (as defined below), without extending withdrawal rights except as required by law. Notes of a series
may be subject to proration (as described in the Offer to Purchase) if the aggregate principal amount of the
Notes of such series validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender
Amount to be exceeded.
Subject to the terms and conditions of the Tender Offers, each Holder who validly tenders and does not
subsequently validly withdraw its Notes at or prior to 5:00 p.m., New York City time, on February 9, 2026
(the "Early Tender Date") will be entitled to receive the applicable total consideration ("Total
Consideration"), which includes an early tender premium of $50 per $1,000 principal amount of the Notes
accepted for purchase ("Early Tender Premium"), plus accrued and unpaid interest up to, but not including,
the Early Settlement Date (as defined below) if and when such Notes are accepted for payment. The Total
Consideration for each series of Notes validly tendered and accepted for purchase will be determined in the
manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to
maturity based on the bid side price of the applicable Reference U.S. Treasury Security specified in the
table above and in the Offer to Purchase. In calculating the applicable Total Consideration for a series of
Notes, the application of the par call date will be in accordance with standard market practice. Holders who
validly tender their Notes after the Early Tender Date but at or prior to 5:00 p.m., New York City time, on
February 25, 2026, or such other date as the Company extends the Tender Offers (such date and time, as it
may be extended, the "Expiration Date") will be entitled to receive only tender offer consideration (the
"Tender Offer Consideration") equal to the Total Consideration less the Early Tender Premium, plus accrued
and unpaid interest up to, but not including, the applicable settlement date, if and when such Notes are
accepted for payment. The Total Consideration and Tender Offer Consideration will be determined at 10:00
a.m., New York City time, February 10, 2026, unless extended by the Company (the "Price Determination
Date").
Payments for the Notes purchased will include accrued and unpaid interest from and including the last
interest payment date applicable to the relevant series of Notes up to, but not including, the applicable
settlement date for such Notes accepted for purchase. The settlement date for the Notes that are validly
tendered on or prior to the Early Tender Date is expected to be February 12, 2026, three business days
following the scheduled Early Tender Date (the "Early Settlement Date"). The settlement date for the Notes
that are validly tendered following the Early Tender Date but on or prior to the Expiration Date is expected
to be February 27, 2026, two business days following the scheduled Expiration Date (the "Final Settlement
Date").
Subject to the Aggregate Maximum Tender Amount and proration, all Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Date having a higher Acceptance Priority Level (with 1 being the
highest) will be accepted before any validly tendered Notes having a lower Acceptance Priority Level (with 3
being the lowest), and all Notes validly tendered following the Early Tender Date having a higher Acceptance
Priority Level will be accepted before any Notes validly tendered following the Early Tender Date having a
lower Acceptance Priority Level. If the Tender Offers are not fully subscribed at the Early Tender Date,
subject to the Aggregate Maximum Tender Amount and proration, Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Date will be accepted for purchase in priority to Notes validly
tendered following the Early Tender Date even if such Notes validly tendered following the Early Tender Date
have a higher Acceptance Priority Level than Notes validly tendered at or prior to the Early Tender Date.
If the Tender Offers are fully subscribed at the Early Tender Date, Holders who validly tender Notes
following the Early Tender Date but on or prior to the Expiration Date will not have any of their Notes
accepted for purchase regardless of their Acceptance Priority Level.
The Company's obligation to accept for purchase, and to pay for, the Notes validly tendered pursuant to the
Tender Offers is subject to, and conditioned upon, among other things, the receipt by the Company of gross
proceeds of at least $500,000,000 from one or more other capital markets financing transactions on terms and
conditions satisfactory to the Company (the "Financing Condition"). The Tender Offers are not contingent
upon the tender of any minimum principal amount of the Notes.
The Company has retained Citigroup Global Markets Inc., Barclays Capital Inc. and J.P. Morgan Securities LLC
to serve as Lead Dealer Managers for the Tender Offers. Global Bondholder Services Corporation has been
retained to serve as the Depositary and Information Agent for the Tender Offers. Questions regarding the
Tender Offers may be directed to Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York
10013, (800) 558-3745, Barclays Capital Inc. at 745 Seventh Avenue, 5th Floor, New York, New York
10019, (800) 438-3242, and J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, (866)
834-4666. Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at 65
Broadway – Suite 404, New York, New York 10006, Attn: Corporate Actions, (212) 430-3774 (for banks and
brokers) or (855) 654-2014 (for all others). The Company is making the Tender Offers only by, and pursuant
to, the terms of the Offer to Purchase. None of the Company, the Guarantor, the Lead Dealer Managers, or the
Depositary and Information Agent make any recommendation as to whether Holders should tender or refrain from
tendering their Notes. Holders must consult their own investment and tax advisors and make their own
decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender. The
Tender Offers are not being made to holders of the Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to
be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company
by the Lead Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws
of such jurisdiction.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities
described above, nor shall there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such state or jurisdiction.
About Alexandria Real Estate Equities, Inc.
Alexandria, an S&P 500® company, is a
best-in-class, mission-driven life science REIT making a positive and lasting impact on the world. With our
founding in 1994, Alexandria pioneered the life science real estate niche. Alexandria is the preeminent and
longest-tenured owner, operator, and developer of collaborative Megacampus™ ecosystems in AAA
life science innovation cluster locations, including Greater Boston, the San Francisco Bay Area, San Diego,
Seattle, Maryland, Research Triangle and New York City.
Forward-Looking Statements
This press release includes "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. Such forward-looking statements include, without limitation, statements regarding
timing and consummation of the purchase of the Notes, risks and uncertainties related to the satisfaction of
the Financing Condition and other conditions related to the purchase of the Notes. These forward-looking
statements are based on the Company's present intent, beliefs or expectations, but forward-looking
statements are not guaranteed to occur and may not occur. Actual results may differ materially from those
contained in or implied by the Company's forward-looking statements as a result of a variety of factors,
including, without limitation, the risks and uncertainties detailed in its filings with the Securities and
Exchange Commission. All forward-looking statements are made as of the date of this press release, and the
Company assumes no obligation to update this information. For more discussion relating to risks and
uncertainties that could cause actual results to differ materially from those anticipated in the Company's
forward-looking statements, and risks and uncertainties to the Company's business in general, please refer
to the Company's filings with the Securities and Exchange Commission, including its most recent annual
report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q.
Contact: Joel Marcus, Executive Chairman & Founder, (626) 578-0777, jmarcus@are.com
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SOURCE Alexandria Real Estate Equities, Inc.