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Alexandria Real Estate (NYSE: ARE) raises $1B at 7.25% in 2057 subordinated notes

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ALEXANDRIA REAL ESTATE EQUITIES, INC. (ARE) issued and sold $1,000,000,000 aggregate principal amount of 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 in a registered public offering under an effective Form S-3 shelf. The Notes bear interest at 7.250% per year to February 15, 2032, then reset every five years to the Five-year U.S. Treasury Rate plus 2.889%, with a floor of 7.250%. They mature on February 15, 2057, pay interest semi-annually beginning February 15, 2027, and are fully and unconditionally guaranteed on a subordinated unsecured basis by Alexandria Real Estate Equities, L.P. The Notes are junior subordinated unsecured obligations, ranking below all existing and future Senior Debt. The company may redeem them at par in specified windows around and after the first reset date, or upon certain tax or rating agency events, subject to stated redemption premiums and accrued interest, and the Indenture includes covenants and customary events of default.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Aggregate principal amount $1,000,000,000 Issued August 21, 2026 in registered public offering
Initial interest rate 7.250% per year From original issuance date to but excluding February 15, 2032
Reset spread 2.889% Added to Five-year U.S. Treasury Rate for each Reset Period after February 15, 2032
Maturity date February 15, 2057 Stated maturity of the Notes
Redemption price on Tax Event 100% of principal Plus accrued and unpaid interest within 120 days after a Tax Event
Redemption price on Rating Agency Event 102% of principal Plus accrued and unpaid interest within 120 days after a Rating Agency Event
Acceleration threshold 25% in principal amount Holders needed to declare all Notes due upon certain payment defaults
First interest payment date February 15, 2027 Semi-annual interest payments on February 15 and August 15
Fixed-to-Fixed Reset Rate financial
"7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes"
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.
Five-year U.S. Treasury Rate financial
"rate per year equal to the Five-year U.S. Treasury Rate as of the"
Junior Subordinated Notes financial
"7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due"
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.
Senior Debt financial
"rank subordinate and junior in right of payment to all of the Company’s existing and future Senior Debt"
Senior debt is borrowing that has first claim on a company's cash and assets if the company can't pay its bills, so lenders holding senior debt are repaid before other creditors and equity holders. Think of it as being first in line at a checkout; that priority makes senior debt lower risk and typically carries lower interest, and its size and terms matter to investors because they affect the safety of creditors and the potential upside or vulnerability of shareholders.
Tax Event financial
"at any time within 120 days after the occurrence of a Tax Event"
A tax event is any transaction or corporate action that creates a tax obligation, such as selling an investment, receiving a dividend, exercising options, or certain mergers and reorganizations. It matters to investors because it changes the amount of money they actually keep after taxes and can create unexpected bills or paperwork — like making a purchase that later produces a receipt you must pay — so timing and structure of transactions can affect net returns and cash flow.
Rating Agency Event financial
"within 120 days after the occurrence of a Rating Agency Event"

FAQ

What type of securities did ARE issue in this Form 8-K?

ARE issued $1,000,000,000 aggregate principal amount of 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 in a registered public offering under an effective Form S-3 shelf registration.

What is the interest rate on ARE’s new 2057 junior subordinated notes?

The Notes pay interest at 7.250% per year from issuance to February 15, 2032, then reset every five years to the Five-year U.S. Treasury Rate + 2.889%, with a minimum interest rate of 7.250% during any reset period.

When do ARE’s 7.250% junior subordinated notes mature?

ARE’s 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes mature on February 15, 2057. Interest is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027.

Are ARE’s new notes guaranteed and how do they rank?

Yes. The Notes are fully and unconditionally guaranteed on a subordinated unsecured basis by Alexandria Real Estate Equities, L.P. They are junior subordinated unsecured obligations of ARE and rank subordinate to all existing and future Senior Debt.

Under what conditions can ARE redeem the 2057 notes?

ARE may redeem the Notes at 100% of principal plus accrued interest in a 90‑day window before and including February 15, 2032 and on interest payment dates thereafter, at 100% within 120 days after a Tax Event, or at 102% within 120 days after a Rating Agency Event.

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Learn about SEC filing dates
false 0001035443 0001035443 2026-08-21 2026-08-21 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 21, 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 1.01Entry Into a Material Agreement

 

On August 21, 2026, Alexandria Real Estate Equities, Inc. (the “Company”) issued and sold $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”) in a registered public offering pursuant to an effective shelf registration statement on Form S-3 on file with the Securities and Exchange Commission.

 

The Notes are governed by the terms of an Indenture, dated as of February 13, 2025 (the “Base Indenture”), by and among the Company, as issuer, Alexandria Real Estate Equities, L.P., as guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 3, dated as of August 21, 2026 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, the Guarantor and the Trustee. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Third Supplemental Indenture.

 

The Notes bear interest (i) from and including the original issuance date to, but excluding February 15, 2032 (the “First Reset Date”), at a rate of 7.250% per year and (ii) from and including the First Reset Date, during each Reset Period, at a rate per year equal to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 2.889%, to be reset on each Reset Date; provided, that the interest rate during any Reset Period will not reset below 7.250% (which equals the initial interest rate on the notes). Subject to the Company’s right to defer interest payments as described in the Third Supplemental Indenture, the Company will pay interest on the notes semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027. The Notes mature on February 15, 2057. The Notes are fully and unconditionally guaranteed on a subordinated unsecured basis by the Guarantor (the ‘Guarantee’), are junior subordinated unsecured obligations of the Company and rank subordinate and junior in right of payment to all of the Company’s existing and future Senior Debt.

 

The Company has the option to redeem the Notes (i) in whole or from time to time in part, on one or more occasions, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, (a) on any day during the period commencing on the date falling 90 days prior to the First Reset Date and ending on and including the First Reset Date and (b) after the First Reset Date, on any Interest Payment Date, (ii) in whole, but not in part, at any time within 120 days after the occurrence of a Tax Event, at a Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, and (iii) in whole, but not in part, at any time within 120 days after the occurrence of a Rating Agency Event, at a Redemption Price equal to 102% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

 

The Indenture contains covenants that, among other things, limit the ability of the Company and the Guarantor to (i) consummate a merger, consolidation or sale of all or substantially all of the Company’s assets and (ii) declare or pay dividends or make certain other payments during any Optional Deferral Period . These covenants are subject to a number of important exceptions and qualifications.

 

The Indenture also provides for customary events of default. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal of and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If an event of default resulting from a payment default under the Indenture with respect to the Notes occurs and is continuing, the Trustee or holders of not less than 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If an event of default resulting from the breach of any other covenant or warranty occurs and is continuing, neither the Trustee nor any holder of the Notes will be entitled to declare the principal of or accrued and unpaid interest on the Notes immediately due and payable, although they may exercise any other rights and remedies available under the Indenture.

 

The foregoing descriptions of the Notes and the Indenture do not purport to be complete and are qualified in their entirety by the full text of the Base Indenture, the Third Supplemental Indenture and the form of the Notes and Guarantee, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information provided in Item 1.01 of this Current Report on Form 8-K pertaining to the Notes and the Indenture is incorporated by reference into this Item 2.03.

 

Item 9.01Financial Statements and Exhibits

 

(d)           Exhibits

 

4.1*Indenture, dated as of February 13, 2025, among Alexandria Real Estate Equities, Inc., Alexandria Real Estate Equities, L.P. and U.S. Bank Trust Company, National Association, as trustee, filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025.

 

4.2Supplemental Indenture No. 3, dated as of August 21, 2026, by and among Alexandria Real Estate Equities, Inc., Alexandria Real Estate Equities, L.P. and U.S. Bank Trust Company, National Association, as trustee.

 

4.3Form of 7.250% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (included in Exhibit 4.2 above).

 

5.1Opinion of Venable LLP.

 

5.2Opinion of Morrison & Foerster LLP.

 

8.1Tax Opinion of Morrison & Foerster LLP.

 

23.1Consent of Venable LLP (included in opinion filed as Exhibit 5.1).

 

23.2Consent of Morrison & Foerster LLP (included in opinion filed as Exhibit 5.2).

 

23.3Consent of Morrison & Foerster LLP (included in opinion filed as Exhibit 8.1).

 

104.1Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

(*) Incorporated by reference.

 

 

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 21, 2026 By:  /s/ Marc E. Binda
    Marc E. Binda
    Chief Financial Officer and Treasurer

 

 

Filing Exhibits & Attachments

7 documents