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): November 14, 2011
BioMed Realty Trust,
Inc.
(Exact name of registrant as
specified in its charter)
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| Maryland |
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1-32261 |
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20-1142292 |
| (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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17190 Bernardo Center
Drive
San Diego, CA
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92128 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number,
including area code: (858) 485-9840
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| (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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 7.01. Regulation FD Disclosure.
On November 14, 2011, BioMed Realty Trust, Inc. (the “Company”) entered into an underwriting
agreement with UBS Securities LLC (“UBS”), pursuant to which the Company agreed to issue and sell
to UBS 22,562,922 shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”). The price to the public is $17.92 per share. Gross proceeds from the offering are
expected to be approximately $404.3 million. The offering is subject to customary closing
conditions.
The Company intends to use the net proceeds of the offering to repay the outstanding
indebtedness under its $750.0 million unsecured line of credit and for other general corporate and
working capital purposes.
The Company estimates that the offering will result in a reduction to net income per diluted
share and funds from operations (“FFO”) per diluted share on a quarterly basis of approximately
$0.03. The Company expects to update its net income per diluted share and FFO per diluted share
guidance for the full year 2012 in its press release announcing the Company’s results for the
fourth quarter and year ended December 31, 2011.
The Company presents FFO available to common shares because the Company considers it an
important supplemental measure of its operating performance and believes it is frequently used by
securities analysts, investors and other interested parties in the evaluation of real estate
investment trusts (“REITs”), many of which present FFO when reporting their results. FFO is
intended to exclude GAAP historical cost depreciation and amortization of real estate and related
assets, which assumes that the value of real estate assets diminishes ratably over time.
Historically, however, real estate values have risen or fallen with market conditions. Because FFO
excludes depreciation and amortization unique to real estate, gains and losses from property
dispositions and extraordinary items, it provides a performance measure that, when compared year
over year, reflects the impact to operations from trends in occupancy rates, rental rates,
operating costs, development activities and interest costs, providing perspective not immediately
apparent from net income. The Company computes FFO in accordance with standards established by the
Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) in its
March 1995 White Paper (as amended in November 1999 and April 2002). As defined by NAREIT, FFO
represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of
property, plus real estate related depreciation and amortization (excluding amortization of loan
origination costs) and after adjustments for unconsolidated partnerships and joint ventures. The
Company’s computation may differ from the methodology for calculating FFO utilized by other equity
REITs and, accordingly, may not be comparable to such other REITs. Further, FFO does not represent
amounts available for management’s discretionary use because of needed capital replacement or
expansion, debt service obligations, or other commitments and uncertainties. FFO should not be
considered as an alternative to net income (loss) (computed in accordance with GAAP) as an
indicator of the Company’s financial performance or to cash flow from operating activities
(computed in accordance with GAAP) as an indicator of the Company’s liquidity, nor is it indicative
of funds available to fund the Company’s cash needs, including its ability to pay dividends or make
distributions.
The statements in this Current Report contain 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, the use of debt to fund acquisitions and developments, and the ability to refinance
indebtedness as it comes due; failure to maintain the Company’s investment grade credit ratings
with the ratings agencies; reductions in asset valuations and related impairment charges; failure
to manage effectively the Company’s growth and expansion into new markets, or to complete or
integrate acquisitions and developments 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.
The information contained in this Current Report is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. Such information shall not be incorporated by reference
into any filing of the Company, whether made before or after the date hereof, regardless of any
general incorporation language in such filing.