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): August 3, 2020
KILROY REALTY CORPORATION
KILROY REALTY, L.P.
(Exact name of registrant as specified in its charter)
Kilroy Realty Corporation | Maryland | 001-12675 | 95-4598246 | |||
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
Kilroy Realty, L.P. | Delaware | 000-54005 | 95-4612685 | |||
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
12200 W. Olympic Boulevard, Suite 200, Los Angeles, California, 90064
(Address of principal executive offices) (Zip Code)
(310) 481-8400
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Registrant | Title of each class | Name of each exchange on which registered | Ticker Symbol | |||
Kilroy Realty Corporation | Common Stock, $.01 par value | New York Stock Exchange | KRC |
Securities registered pursuant to Section 12(g) of the Act:
Registrant | Title of each class | |
Kilroy Realty, L.P. | Common Units Representing Limited Partnership Interests |
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.):☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Kilroy Realty Corporation:
Emerging growth company ☐
Kilroy Realty, L.P.:
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Kilroy Realty Corporation | Kilroy Realty, L.P. |
ITEM 8.01 | OTHER EVENTS |
United States Federal Income Tax Considerations
The information included under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 hereto supersedes and replaces, in its entirety, the discussion under the heading “United States Federal Income Tax Considerations” in the prospectus dated September 18, 2019, which is (i) a part of Kilroy Realty Corporation’s (the “Company’s”) and Kilroy Realty, L.P.’s (the “operating partnership’s”) Registration Statement onfiled with the Securities and Exchange Commission (the “SEC”) on September 18, 2019 and (ii) attached to each of the two prospectus supplements dated September 18, 2019 filed by the Company with the SEC on September 18, 2019 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
Form S-3
(File Nos.333-233822
and333-233822-01)
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
99.1* | United States Federal Income Tax Considerations | |
104 | Cover Page Interactive Date File (embedded within the Inline XBRL) |
* | Filed herewith |
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.
Kilroy Realty Corporation | ||||||
Date: August 3, 2020 | ||||||
By: | /s/ Merryl E. Werber | |||||
Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller |
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.
Kilroy Realty, L.P. | ||||||
Date: August 3, 2020 | ||||||
By: | Kilroy Realty Corporation, Its general partner |
By: | /s/ Merryl E. Werber | |||||
Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller |