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 Instruction
A.2. below):
Item 8.01 Other Events.
On September 4, 2009, BioMed Realty Trust, Inc. and BioMed Realty, L.P. entered into separate
Equity Distribution Agreements (collectively, the Agreements) with each of Raymond James &
Associates, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, each as sales agents and/or
principals (collectively, the Managers). Under the terms of the Agreements, the Company may
issue and sell from time to time through or to the Managers, as sales agents and/or principals,
shares of the Companys common stock, par value $0.01 per share (the Common Stock), having an
aggregate offering price of up to $120 million (the Shares).
Sales of the Shares, if any, under the Agreements will be made in negotiated transactions or
transactions that are deemed to be at the market offerings as defined in Rule 415 under the
Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or
sales made to or through a market maker other than on an exchange. The Managers are not required
to sell any specific number or dollar amount of the Shares, but each Manager will make all sales on
a best efforts basis using its commercially reasonable efforts consistent with its normal trading
and sales practices, on mutually agreed terms between the Managers and the Company. The Company
has no obligation to sell any Shares under the Agreements, and may at any time suspend solicitation
and offers under the Agreements or terminate the Agreements. The compensation payable to the
Managers for sales of Shares pursuant to the Agreements will be equal to 2% of the gross sales
price per common shares for any Shares sold under the Agreements.
The Company intends to use the net proceeds from the sales of the Shares to repay a portion of
the outstanding indebtedness under its $600.0 million unsecured line of credit and for other
general corporate and working capital purposes.
The Shares will be issued pursuant to the Companys automatic shelf registration statement on
Form S-3 (Registration No. 333-161751) (the Universal Shelf), which became effective upon
filing with the Securities and Exchange Commission on September 4, 2009, and a prospectus
supplement. The Company filed the Universal Shelf to replace the Companys previous automatic
shelf registration on Form S-3, which was originally filed on September 15, 2006 and set to expire
on September 14, 2009.
In addition, on September 4, 2009, the Company filed with the Securities and Exchange
Commission an automatic shelf registration statement on Form S-3 registering the sale of the shares
of Common Stock issuable under its Dividend Reinvestment and Stock Purchase Plan (the DRIP Shelf)
and an automatic shelf registration statement on Form S-3 registering the resale of shares of
Common Stock that may be issued from time to time upon exchange or
redemption of BioMed Realty, L.P.s 4.50% Exchangeable Senior Notes due 2026 (the Exchangeable Notes Shelf). The DRIP Shelf and the
Exchangeable Notes Shelf were filed to replace the Companys automatic shelf registration
statements previously filed with the Securities and Exchange Commission on June 11, 2007 and
January 5, 2007, respectively, and which were set to expire next year.
On September 4, 2009, the Company also filed with the Securities and Exchange Commission a
registration statement on Form S-8 (the Form S-8) to register an additional 2,840,000 shares of
common stock (the Additional Plan Shares) under the Companys and BioMed Realty, L.P.s 2004
Incentive Award Plan, as amended and restated (the Amended Plan). The Amended Plan, including
the Additional Plan Shares, was approved by the Companys stockholders at its annual meeting on May
27, 2009.
The foregoing descriptions of the material terms of the Agreements, the Universal Shelf, the
DRIP Shelf, the Exchangeable Notes Shelf and the Form S-8, and the transactions contemplated
thereby, do not purport to be complete and are qualified in their entirety by reference to the
exhibits filed with this Current Report on Form 8-K or the actual registration statements filed
with the Securities and Exchange Commission, as applicable.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed herewith:
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Exhibit |
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Number |
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Description of Exhibit |
1.1
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Equity Distribution Agreement, dated as of September 4, 2009, among the
Company, BioMed Realty, L.P. and Raymond James & Associates, Inc. |
1.2
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Equity Distribution Agreement, dated as of September 4, 2009, among the
Company, BioMed Realty, L.P. and UBS Securities LLC. |
1.3
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Equity Distribution Agreement, dated as of September 4, 2009, among the
Company, BioMed Realty, L.P. and Wells Fargo Securities, LLC. |
5.1
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Opinion of Venable LLP. |
23.1
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Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto). |