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Alexandria Real Estate Equities (ARE) prices $1B 7.25% junior subordinated notes

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Alexandria Real Estate Equities, Inc. entered into an underwriting agreement for a public offering of $1,000,000,000 aggregate principal amount of 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057, fully and unconditionally guaranteed on a subordinated unsecured basis by Alexandria Real Estate Equities, L.P.

The notes were priced at 100.000% of principal and will bear interest at 7.250% per year until February 15, 2032, then reset every five years at the five-year U.S. Treasury Rate plus 2.889%, subject to a 7.250% floor. Closing is expected on or about August 21, 2026, under an effective Form S-3 shelf registration, with net proceeds intended for general corporate purposes, including potential debt repayment and property-related investments.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes Offering Size $1,000,000,000 aggregate principal amount Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057
Initial Coupon Rate 7.250% per year Interest rate through, but excluding, February 15, 2032
Reset Spread 2.889% Added to the five-year U.S. Treasury Rate after February 15, 2032
Interest Rate Floor 7.250% Minimum interest rate after reset dates
Issue Price 100.000% of principal amount Pricing of the Series A junior subordinated notes
Expected Closing Date on or about August 21, 2026 Delivery of the notes to purchasers, subject to customary conditions
Final Maturity 2057 Stated maturity year of the Series A junior subordinated notes
Fixed-to-Fixed Reset Rate financial
"7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057"
A fixed-to-fixed reset rate is a coupon structure where a security pays one fixed interest rate for an initial period and then switches at a scheduled reset date to a new fixed rate for the next period, often determined by prevailing market rates plus a set margin. Investors care because it combines predictable income between resets with the ability to adjust to changing interest-rate conditions, affecting yield, price sensitivity and income planning—think of swapping to a new preset thermostat setting at regular intervals.
junior subordinated notes financial
"Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057"
Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.
shelf registration statement regulatory
"offered by the Company pursuant to an effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
aggregate principal amount financial
"public offering of $1,000,000,000 aggregate principal amount of 7.250% Series A"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
general corporate purposes financial
"use the net proceeds from the notes for general corporate purposes, which may include"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
Megacampus technical
"preeminent and longest-tenured owner, operator, and developer of collaborative Megacampus ecosystems"
A megacampus is a very large, purpose-built complex that groups together offices, research labs, manufacturing, logistics and often employee services like housing or cafeterias, all on a single site—think of it as a small city for one company. For investors, it matters because such a concentration can lower operating costs, speed collaboration, and increase production capacity, but it also requires substantial upfront spending and concentrates risk in one location.
Offering Type shelf
Use of Proceeds Net proceeds are intended for general corporate purposes, which may include working capital, reducing the outstanding balance on the unsecured senior line of credit, reducing indebtedness under the commercial paper program, repaying other debt and selectively developing, redeveloping or acquiring properties.

FAQ

What did Alexandria Real Estate Equities (ARE) announce in this Form 8-K?

Alexandria Real Estate Equities (ARE) disclosed it has priced a $1,000,000,000 public offering of 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057. The notes are junior subordinated unsecured obligations guaranteed by Alexandria Real Estate Equities, L.P.

What are the key terms of Alexandria’s (ARE) new Series A junior subordinated notes?

The notes carry a fixed 7.250% interest rate to February 15, 2032, then reset every five years at the five-year U.S. Treasury Rate + 2.889%, with a 7.250% minimum. They mature in 2057 and were priced at 100.000% of principal.

How much is Alexandria Real Estate Equities (ARE) raising in this debt offering?

Alexandria Real Estate Equities (ARE) is raising $1,000,000,000 aggregate principal amount through its Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes. The notes are expected to close on or about August 21, 2026, subject to customary conditions.

How does Alexandria (ARE) plan to use the net proceeds from the notes?

Alexandria plans to use net proceeds for general corporate purposes, potentially including working capital, reducing its unsecured senior line of credit, commercial paper and other debt, and funding selective development, redevelopment or property acquisitions, with temporary investment in high-quality short-term securities.

Under what registration has Alexandria (ARE) offered these junior subordinated notes?

The Series A junior subordinated notes are being offered under an effective Form S-3 shelf registration statement filed with the SEC. A related prospectus supplement is available from the joint book-running managers listed in the announcement.

Who are the main underwriters for Alexandria Real Estate Equities’ (ARE) notes offering?

J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC act as representatives of the underwriters and joint book-running managers, alongside several additional book-runners and co-managers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001035443 0001035443 2026-08-12 2026-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 12, 2026

 

ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   1-12993   95-4502084

(State or other jurisdiction
of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

  

26 North Euclid Avenue
Pasadena, California
 91101
(Address of principal executive offices)  (Zip Code)

  

Registrant’s telephone number, including area code: (626) 578-0777

 

 

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
¨Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, $.01 par value per share ARE New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company                   ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 8.01Other Events

 

On August 12, 2026, Alexandria Real Estate Equities, Inc. (the “Company”) and Alexandria Real Estate Equities, L.P., as guarantor (the “Guarantor”), entered into an underwriting agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several Underwriters named therein (the “Underwriters”), in connection with the sale of $1,000,000,000 aggregate principal amount of the Company’s 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (the “Notes”). The Notes will be unsecured junior subordinated obligations of the Company and will be fully and unconditionally guaranteed on a subordinated unsecured basis by the Guarantor. Subject to customary closing conditions, the Underwriters expect to deliver the Notes to the purchasers on or about August 21, 2026. The Notes were offered by the Company pursuant to an effective shelf registration statement on Form S-3 on file with the Securities and Exchange Commission. A copy of the underwriting agreement is attached hereto as Exhibit 1.1.

 

On August 12, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01Financial Statements and Exhibits

 

(d)           Exhibits

 

1.1Underwriting Agreement, dated August 12, 2026, among Alexandria Real Estate Equities, Inc., Alexandria Real Estate Equities, L.P. and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC, as representatives of the several Underwriters named therein.

 

99.1Press Release, dated August 12, 2026.

 

104.1Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

 

 

 

 

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.

 

      ALEXANDRIA REAL ESTATE EQUITIES, INC.
         
Date: August 14, 2026   By: /s/ Marc E. Binda
        Marc E. Binda
        Chief Financial Officer and Treasurer

 

 

 

 

Exhibit 99.1

 

 

For Immediate Release

 

Alexandria Real Estate Equities, Inc. Announces
Pricing of Public Offering of

$1,000,000,000 of Series A Fixed-to-Fixed Reset Rate

Junior Subordinated Notes due 2057

 

PASADENA, Calif. — August 12, 2026 — Alexandria Real Estate Equities, Inc. (“Alexandria” or the “Company”) (NYSE: ARE) today announced that it has priced a public offering of $1,000,000,000 aggregate principal amount of 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (the “notes”). J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, BBVA Securities Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc., BNP Paribas Securities Corp. and PNC Capital Markets LLC are acting as joint book-running managers in connection with the public offering, and Fifth Third Securities, Inc., M&T Securities, Inc., Santander US Capital Markets LLC, Capital One Securities, Inc., Huntington Securities, Inc., Regions Securities LLC and Samuel A. Ramirez & Company, Inc. are acting as co-managers in connection with the public offering.

 

The notes were priced at 100.000% of the principal amount. The notes will initially bear interest at 7.250% per year through, but excluding, February 15, 2032, and thereafter at a rate equal to the five-year U.S. Treasury Rate plus 2.889%, reset every five years, subject to a floor of 7.250%. The notes will be junior subordinated unsecured obligations of the Company and fully and unconditionally guaranteed on a subordinated unsecured basis by Alexandria Real Estate Equities, L.P., an indirectly 100% owned subsidiary of the Company. The closing of the sale of the notes is expected to occur on or about August 21, 2026, subject to customary closing conditions.

 

The Company intends to use the net proceeds from the notes for general corporate purposes, which may include working capital, the reduction of the outstanding balance, if any, on the Company’s unsecured senior line of credit, the reduction of the outstanding indebtedness, if any, under the Company’s commercial paper program, the repayment of other debt and the selective development, redevelopment or acquisition of properties. Pending such use, the Company may invest the net proceeds in high-quality short-term securities and/or use such proceeds temporarily for general working capital and other general corporate purposes.

 

The notes are being offered pursuant to an effective registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, including the notes, nor shall there be any sale of such 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 any such state or jurisdiction.

 

Copies of the prospectus supplement relating to this offering, when available, may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-212-834-4533 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; BofA Securities, Inc., by telephone at 1-800-294-1322; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-800-831-9146 or by email at prospectus@citi.com; Goldman Sachs & Co. LLC, Attn: Prospectus Department, at 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, by fax at (212) 902-9316 or by email at prospectus-ny@ny.email.gs.com; or RBC Capital Markets, LLC, by toll-free telephone at (866) 375-6829.

 

 

 

 

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 and advanced technology innovation cluster locations, including Greater Boston, San Diego, the San Francisco Bay Area, 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 the Company’s offering of the notes, the expected closing of the offering and its intended use of the proceeds. 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

 

# # #

 

 

 

Filing Exhibits & Attachments

5 documents