Filed by Kilroy Realty Corporation
Commission File No. 1-12675
Pursuant
to Rule 425 Under the Securities Act of 1933
And Deemed Filed
Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Kilroy Realty Corporation
Commission 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.
LOS ANGELES--(BUSINESS WIRE)--Jul. 21, 2014--
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.
Source: Kilroy Realty Corporation
Kilroy Realty Corporation
Tyler H. Rose
Executive Vice
President and Chief Financial Officer
(310) 481-8484
or
Michelle
Ngo
Senior Vice President and Treasurer
(310) 481-8581
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