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Section 1: 424B7 (424B7)

424B7

FILED PURSUANT TO RULE 424(b)(7)

UNDER THE SECURITIES ACT OF 1933

IN CONNECTION WITH

REGISTRATION NO. 333-233822

CALCULATION OF REGISTRATION FEE

 

 

Title Of Each Class Of

Securities To Be Registered

 

Amount

To Be

Registered

 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount Of

Registration Fee

Common Stock, $.01 par value per share

  1,744,201(1)   $77.18(2)   $1(3)   $—(4)

 

 

(1)

Including an indeterminate number of shares which may be issued by the registrant with respect to such shares of common stock by way of a stock dividend, stock split or in connection with a stock combination, recapitalization, merger, consolidation or otherwise.

(2)

Based upon the average of the high and low prices of the common stock reported on the New York Stock Exchange on September 17, 2019, pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the “Securities Act”).

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act.

(4)

Pursuant to Rule 415(a)(6) under the Securities Act, the registrant is carrying forward to this prospectus supplement (and the registration statement (Nos. 333-233822 and 333-233822-01) of the registrant filed on September 18, 2019, of which this prospectus supplement forms a part) 1,744,201 shares of common stock that were previously registered on registration statement (Nos. 333-213864 and 333-213864-01) of the registrant filed on October 2, 2013 and registration fees of $12,678 and $5,465 that were previously paid in connection with those securities pursuant to Rule 457(a) upon the filing of prospectus supplements on October 2, 2013 and June 9, 2016, respectively. Such securities and registration fees were previously carried forward to a prospectus supplement dated June 15, 2017 (and the registration statement (Nos. 333-213864 and 333-213864-01) of the registrant filed on September 29, 2016, of which it formed a part). Registration statement (nos. 333-213864 and 333-213864-01) of the registrant terminated effective upon the filing of registration statement (Nos. 333-233822 and 333-233822-01) filed on September 18, 2019.


PROSPECTUS SUPPLEMENT

dated September 18, 2019

(to Prospectus dated September 18, 2019)

KILROY REALTY CORPORATION

1,744,201 Shares of Common Stock

 

 

This prospectus supplement supplements the prospectus of Kilroy Realty Corporation, a Maryland corporation (“we” or “our”), dated September 18, 2019 and relates to the possible offer and sale of shares of our common stock held by the stockholders identified herein and the possible issuance of shares of our common stock to the holders of common units representing common limited partnership interests (“common units”) in Kilroy Realty, L.P., our operating partnership, identified herein and the possible resale of shares of common stock by such holders. Holders of common units identified in this prospectus supplement were issued common units in a private placement transaction and are entitled to tender their common units to our operating partnership for cash redemption. We may elect to exchange such tendered common units for shares of our common stock on a one-for-one basis. We will not receive any of the proceeds from the issuance of the common stock to the holders of common units or from the resale of the shares of common stock by the stockholder or the holders of common units.

You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the prospectus, including any amendments or supplements to it. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement supplements information contained in the prospectus.

 

 

Before you invest in our common stock, you should consider the risks discussed in “Risk Factors” beginning on page 1 of the prospectus as well as the risk factors relating to our business that are incorporated by reference in the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

 

September 18, 2019

 

1


The section entitled “Selling Securityholders” in the prospectus is hereby supplemented as follows:

SELLING SECURITYHOLDERS

The “selling securityholders” are persons named below who hold shares of our common stock or may receive shares of our common stock registered pursuant to the registration statement of which this prospectus supplement and the accompanying prospectus form a part. The following table sets forth information, as of September 18, 2019 with respect to the selling securityholders named below and provides the number of shares of our common stock owned prior to an exchange, the maximum number of shares of our common stock issuable to the selling securityholders in an exchange, the aggregate number of shares of our common stock that will be owned by each selling securityholder after an exchange and the aggregate number of shares of our common stock that may be resold pursuant to this prospectus supplement and the accompanying prospectus. The maximum number of shares of common stock issuable in the exchange on the following table represents the number of shares of our common stock into which common units held by the selling securityholders named below are exchangeable. Because the selling securityholders may sell all, some or none of their shares, we cannot estimate the aggregate number of shares that the selling securityholders will offer pursuant to this prospectus supplement and the accompanying prospectus or that the selling securityholders will own upon completion of the offering to which this prospectus supplement relates.

The selling securityholders named below may from time to time offer the shares of our common stock offered by this prospectus supplement and the accompanying prospectus:

 

Name(1)

  Shares of
Common
Stock
Owned
Prior to the
Exchange
    Maximum
Number of
Shares of
Common Stock
Issuable in the
Exchange and
Available for
Resale
    Shares of Common
Stock Owned
Following the
Exchange(2)
    Number of
Shares of
Common
Stock to be
Resold
    Shares of Common
Stock Owned after
Resale(3)
 
  Shares     Percent     Shares     Percent  

John Kilroy

    94,441       782,059       876,500       0.7     876,500       —         —    

Zappettini Properties LLC(4)

    —         867,701       867,701       0.8     867,701       —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total:

    94,441       1,649,760       1,744,201       1.5     1,744,201       —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Additional selling securityholders not named in this prospectus supplement will not be able to use this prospectus supplement and the accompanying prospectus for resales until they are named in the selling securityholder table by a prospectus supplement or post-effective amendment to the registration statement of which this prospectus and the accompanying prospectus supplement forms a part.

(2)

Assumes that we exchange the common units of the selling securityholders for shares of our common stock. The percentage ownership is determined for each selling securityholder by taking into account the issuance and sale of shares of our common stock issued in exchange for common units of only such selling securityholder. Also assumes that no transactions with respect to our common stock or common units occur other than the exchange.

(3)

Assumes the selling securityholders sell all of their shares of our common stock offered pursuant to this prospectus supplement and the accompanying prospectus. The percentage ownership is determined for each selling securityholder by taking into account the issuance and sale of shares of our common stock issued in exchange for common units of only such selling securityholder.

(4)

William and Paula Zappettini Family LLC has the sole voting and disposition power of such securities and may be deemed to have beneficial ownership over such securities. On June 12, 2017, Zappettini Properties LLC and Citibank, N.A. entered into the (i) Term Credit and Security Agreement (the “Term Agreement”) and (ii) the Demand Revolving Credit and Security Agreement (the “Revolving Agreement”, and together with the Term Agreement, the “Loan and Security Agreements”). The Loan and Security Agreements grant Citibank, N.A. a first priority security interest in the 867,701 common units set forth in the table above and any shares of our common stock issued upon redemption of such common units. Pursuant to the terms of the Loan and Security Agreements, Citibank, N.A. (or its agent), may be a selling shareholder of such common units and any such shares of our common stock.

 

2

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