d8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15 (d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
January
28, 2010
KILROY
REALTY CORPORATION
(Exact
name of registrant as specified in its charter)
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Maryland
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1-12675
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95-4598246
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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12200
W. Olympic Boulevard, Suite 200, Los Angeles, California 90064
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (310) 481-8400
N/A
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2.):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AND ITEM 2.03 CREATION OF A
DIRECT FINANCIAL OBLIGATION
On
January 28, 2010, Kilroy Realty Corporation’s (the “Company”) operating
subsidiary, Kilroy Realty, L.P. (the “Operating Partnership”), entered into a
mortgage loan transaction (the “Loan”) pursuant to which The Northwestern Mutual
Life Insurance Company (the “Lender”) provided financing in the principal amount
of $71,000,000 secured by, among other things, a first lien deed of trust and
security agreement (the “Deed of Trust”) encumbering five (5) parcels of land
located in Los Angeles and San Diego Counties, together with the buildings and
other improvements located thereon (collectively, the “Properties” and each, a
“Property”).
The Loan
is evidenced by a Promissory Note (the “Note”), which matures on February 1,
2017, bears interest at an annual rate of 6.51% and requires monthly payments
based on a 30-year amortization period. The Operating Partnership has
used the proceeds of the Loan to repay certain existing indebtedness and for
general operating purposes.
The Note,
the Deed of Trust and the other loan documents entered into in connection with
the Loan contain covenants and restrictions including, among other things,
requirements that the Operating Partnership provide certain financial and
operating information to the Lender, restrictions on the ability of the
Operating Partnership to prepay the Loan and restrictions on the transfer of any
or all of the Properties during the term of the Loan. In addition,
the Deed of Trust prohibits transfers of direct and indirect ownership interests
in the Operating Partnership if, as a result of such transfers, the Company no
longer controls the Operating Partnership. Non-compliance with one or
more of the covenants could result in the Lender having the right to accelerate
the principal balance of the Loan.
The Loan
is generally non-recourse to the Operating Partnership, but the Lender has
recourse for customary recourse provisions for a non-recourse
loan. In connection with the Loan, the Company guaranteed the
recourse provisions and also agreed to guarantee the Loan if the Operating
Partnership files or becomes subject to a bankruptcy or liquidation
proceeding.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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KILROY
REALTY CORPORATION
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Date:
February 2, 2010
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By:
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/s/
Heidi R. Roth
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Heidi
R. Roth
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Senior
Vice President and Controller
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