Kilroy Realty Executes Agreement to Acquire Central SOMA Development Opportunity
2014年7月22日 - 5:52AM
ビジネスワイヤ(英語)
Filed by Kilroy Realty CorporationCommission
File No. 1-12675Pursuant to Rule 425 Under the Securities Act of
1933And Deemed Filed Pursuant to Rule 14a-12Under the Securities
Exchange Act of 1934
Subject Company: Kilroy Realty
CorporationCommission File No. 1-12675
This filing relates to the proposed merger of
Kilroy Realty Corporation, a Maryland corporation (“KRC”), and San
Francisco Flower Growers' Association, a California corporation
(“SFFGA”), pursuant to the terms of that certain Agreement and Plan
of Merger, dated as of July 11, 2014, by and between KRC and
SFFGA.
Kilroy Realty Corporation (NYSE: KRC) today announced that on
July 11, 2014 it executed a merger agreement to acquire all the
outstanding shares of San Francisco Flowers Growers’ Association
(“SFFGA”), a privately owned entity whose only material asset as of
the closing of the proposed merger is anticipated to be a 1.9 acre
land site in Central SOMA, in a transaction valued at approximately
$27.0 million. The acquisition will be financed by KRC directly
issuing approximately $22.0 million of its common stock to SFFGA
shareholders and the immediate repayment of approximately $4.6
million of outstanding debt and transaction related expenses. The
1.9 acre land site is located at the corner of Brannan Street and
6th Street in Central SOMA, a prime San Francisco area between
Showplace Square and the South Financial district.
KRC’s acquisition of SFFGA is contingent upon the adoption of
the merger agreement and the approval of the principal terms of the
merger by SFFGA’s shareholders holding a majority of the
outstanding shares of SFFGA common stock. The transaction will be
structured as a merger that qualifies as a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986
at the request of SFFGA to allow the SFFGA shareholders to defer a
portion of the U.S. federal income tax that would have otherwise
resulted from a taxable sale of the real property followed by a
distribution of the proceeds of the sale to the SFFGA shareholders.
In connection with the proposed transaction, KRC expects to file
with the SEC a registration statement on Form S-4 that will include
a proxy statement of SFFGA that also constitutes a prospectus of
KRC. It is anticipated that the proposed transaction will close by
the end of the year.
About Kilroy Realty Corporation. With more than 65 years’
experience owning, developing, acquiring and managing real estate
assets in West Coast real estate markets, Kilroy Realty Corporation
(KRC), a publicly traded real estate investment trust and member of
the S&P MidCap 400 Index, is one of the region’s premier
landlords. The company provides physical work environments that
foster creativity and productivity, and serves a roster of dynamic,
innovation-driven tenants, including technology, entertainment,
digital media and health care companies.
At March 31, 2014, the company’s stabilized portfolio totaled
13.3 million square feet of office properties, all located in the
coastal regions of greater Seattle, the San Francisco Bay Area, Los
Angeles, Orange County and San Diego. 41% of the company’s
properties were LEED certified and 55% of the eligible properties
were ENERGY STAR certified. In addition, KRC has approximately 2.5
million square feet of new office development under construction
with a total estimated investment of approximately $1.5 billion.
More information is available at http://www.kilroyrealty.com.
About San Francisco Flower Growers’ Association. SFFGA is
a California corporation headquartered in San Francisco,
California. SFFGA was incorporated in 1923 as a cooperative
organized by local flower and fern growers. Its primary business is
to own and operate a portion of the real estate on which the San
Francisco Flower Mart is situated.
Additional Information and Where You Can Find It. In
connection with the proposed transaction, KRC expects to file with
the SEC a registration statement on Form S-4 that will include a
proxy statement of SFFGA that also constitutes a prospectus of KRC.
SFFGA and KRC also plan to file other relevant documents with the
SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the
proxy statement/prospectus (if and when it becomes available) and
other relevant documents filed by SFFGA and KRC with the SEC at the
SEC’s website at www.sec.gov. Copies of the documents filed by
SFFGA with the SEC will be available free of charge by contacting
SFFGA at (415) 781-8410. Copies of the documents filed by KRC with
the SEC will be available free of charge by contacting KRC Investor
Relations at (310) 481-8400.
SFFGA and KRC and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. You can find information about KRC’s
executive officers and directors in KRC’s definitive proxy
statement filed with the SEC on April 11, 2014. Additional
information regarding the interests of such potential participants
will be included in the proxy statement/prospectus and other
relevant documents filed with the SEC if and when they become
available. You may obtain free copies of these documents from SFFGA
or KRC using the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
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/A for the year ended December 31, 2013
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.
Neither KRC nor SFFGA assume any 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.
Kilroy Realty CorporationTyler H. RoseExecutive Vice President
and Chief Financial Officer(310) 481-8484orMichelle NgoSenior Vice
President and Treasurer(310) 481-8581
Kilroy Realty (NYSE:KRC)
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