SAN DIEGO, Sept. 20 /PRNewswire-FirstCall/ -- BioMed Realty Trust, Inc.
(NYSE: BMR) today announced that its operating partnership subsidiary, BioMed
Realty, L.P., priced a private placement of $150.0 million aggregate principal
amount of 4.50% Exchangeable Senior Notes due 2026 (the "Notes"). The
operating partnership has granted to the initial purchasers of the Notes a
30-day option to purchase up to an additional $25.0 million aggregate
principal amount of Notes to cover over-allotments, if any. The Notes will be
senior unsecured obligations of the operating partnership, will be fully and
unconditionally guaranteed by BioMed Realty Trust and will be exchangeable for
cash or a combination of cash and shares of BioMed Realty Trust common stock.
The operating partnership intends to use the net proceeds from the sale of
Notes to repay the outstanding indebtedness under its unsecured revolving
credit facility and for other general corporate and working capital purposes.
Prior to September 1, 2026, upon the occurrence of specified events, the
Notes will be exchangeable at the option of the holder into cash and, in
certain circumstances, shares of BioMed Realty Trust common stock at an
initial exchange rate of 26.4634 shares per $1,000 principal amount of Notes.
The initial exchange price of approximately $37.79 represents a 20% premium
over the last reported sale price per share of BioMed Realty Trust's common
stock on September 19, 2006, which was $31.49 per share. On or after
September 1, 2026, the Notes will be exchangeable at any time prior to the
business day prior to maturity at the option of the holder into cash and, in
certain circumstances, shares of BioMed Realty Trust common stock at the above
initial exchange rate. The initial exchange rate is subject to adjustment in
Prior to October 6, 2011, the Notes will not be redeemable at the option
of the operating partnership, except to preserve BioMed Realty Trust's status
as a real estate investment trust. On or after October 6, 2011, the operating
partnership may redeem all or a portion of the Notes at a redemption price
equal to the principal amount plus accrued and unpaid interest (including
additional interest), if any.
The holders of the Notes may require the operating partnership to
repurchase all or a portion of the Notes at a purchase price equal to the
principal amount plus accrued and unpaid interest (including additional
interest), if any, on the Notes on each of October 1, 2011, 2016 and 2021, and
upon certain designated events.
The Notes will be sold to qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended. The Notes and the
common stock issuable upon exchange of the Notes have not been registered
under the Securities Act or any state securities laws and may not be offered
or sold in the United States absent registration or an applicable exemption
from registration requirements. BioMed Realty Trust has agreed to file a
registration statement regarding resales of the shares of common stock of
BioMed Realty Trust issuable upon exchange of the Notes with the Securities
and Exchange Commission within 180 days of the closing of this private
placement. This release shall not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 based on current
expectations, forecasts and assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially. These
risks and uncertainties include, without limitation: general risks affecting
the real estate industry (including, without limitation, the inability to
enter into or renew leases, dependence on tenants' financial condition, and
competition from other developers, owners and operators of real estate);
adverse economic or real estate developments in the life science industry or
the company's target markets; risks associated with the availability and terms
of financing and the use of debt to fund acquisitions and developments;
failure to manage effectively the company's growth and expansion into new
markets, or to complete or integrate acquisitions successfully; risks and
uncertainties affecting property development and construction; risks
associated with downturns in the national and local economies, increases in
interest rates, and volatility in the securities markets; potential liability
for uninsured losses and environmental contamination; risks associated with
the company's potential failure to qualify as a REIT under the Internal
Revenue Code of 1986, as amended, and possible adverse changes in tax and
environmental laws; and risks associated with the company's dependence on key
personnel whose continued service is not guaranteed. For a further list and
description of such risks and uncertainties, see the reports filed by the
company with the Securities and Exchange Commission, including the company's
most recent annual report on Form 10-K and quarterly reports on Form 10-Q.
The company disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
SOURCE BioMed Realty Trust, Inc.
CONTACT: Kent Griffin, Chief Financial Officer of BioMed Realty Trust,