| Item 1.01 | Entry
Into a Material Agreement |
On February 16, 2022, Alexandria
Real Estate Equities, Inc. (the “Company”) issued and sold $800,000,000 aggregate principal amount of the Company’s
2.950% Senior Notes due 2034 (the “2034
Notes”) and $1,000,000,000 aggregate principal amount of the Company’s 3.550%
Senior Notes due 2052 (the “2052 Notes,” and together with the 2034 Notes, 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 March 3, 2017 (the “Base Indenture”), by and among the Company, as issuer, Alexandria
Real Estate Equities, L.P., as guarantor (the “Guarantor”), and Truist
Bank (formerly known as Branch Banking and Trust Company), as trustee (the “Trustee”), as supplemented by Supplemental
Indenture No. 16, dated as of February 16, 2022 (the “Sixteenth Supplemental Indenture”) and Supplemental Indenture
No. 17, dated as of February 16, 2022 (the “Seventeenth Supplemental Indenture” and, together with the Base Indenture
and Sixteenth Supplemental Indenture, the “Indenture”), by and among the Company, the Guarantor and the Trustee.
The 2034 Notes bear interest
at a rate of 2.950% per year, from and including February 16, 2022 or the most recent interest payment date to which interest has been
paid, and are payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2022. The 2034 Notes
mature on March 15, 2034. The 2052 Notes bear interest at a rate of 3.550% per year, from and including February 16, 2022 or the most
recent interest payment date to which interest has been paid, and are payable semi-annually in arrears on March 15 and September 15 of
each year, beginning on September 15, 2022. The 2052 Notes mature on March 15, 2052. Each series of the Notes is fully and unconditionally
guaranteed on a senior basis by the Guarantor (each a “Guarantee”), is the unsecured senior obligations of the Company and
ranks equally with each other and the Company’s existing and future unsecured senior indebtedness.
The Company has the option
to redeem all or a part of the Notes at any time or from time to time.
Before December 15, 2033,
the redemption price for the 2034 Notes will equal the sum of (i) 100% of the principal amount of the 2034 Notes being redeemed, (ii)
accrued and unpaid interest thereon, if any, to, but excluding, the date of the redemption, and (iii) a make-whole amount. On or after
December 15, 2033, the redemption price for the 2034 Notes will be equal to the sum of 100% of the principal amount of the 2034 Notes
being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. Before September 15, 2051,
the redemption price for the 2052 Notes will equal the sum of (i) 100% of the principal amount of the 2052 Notes being redeemed, (ii)
accrued and unpaid interest thereon, if any, to, but excluding, the date of the redemption, and (iii) a make-whole amount. On or after
September 15, 2051, the redemption price for the 2052 Notes will be equal to the sum of 100% of the principal amount of the 2052 Notes
being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption.
The Indenture contains covenants
that, among other things, limit the ability of the Company, the Guarantor and the Company’s subsidiaries to (i) consummate a merger,
consolidation or sale of all or substantially all of the Company’s assets and (ii) incur secured or unsecured indebtedness. 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 any other event of default under the Indenture with respect to a series of the Notes occurs and is continuing, the
Trustee or holders of not less than 25% in principal amount of the then outstanding Notes of such series may declare all the Notes of
such series to be due and payable immediately.
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 Sixteenth Supplemental Indenture, the form of the 2034 Notes and Guarantee, the Seventeenth Supplemental Indenture and the form of
the 2052 Notes and Guarantee, which are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.