PASADENA, Calif., Jan. 27, 2026 /PRNewswire/ -- Alexandria Real Estate Equities, Inc. ("Alexandria" or the "Company") (NYSE: ARE) today announced the commencement of cash tender offers ("Tender Offers") to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $800,000,000 (subject to increase or decrease by the Company, the "Aggregate Maximum Tender Amount") of its outstanding 3.000% Senior Notes due 2051 (the "2051 Notes"), 3.550% Senior Notes due 2052 (the "2052 Notes") and 4.000% Senior Notes due 2050 (the "2050 Notes", and, together with the 2051 Notes and the 2052 Notes, the "Notes" and, each series, a "series of Notes"), subject to the order of priority (the "Acceptance Priority Levels" as set forth in the table below under "Acceptance Priority Level"). The Notes are fully and unconditionally guaranteed by Alexandria Real Estate Equities, L.P.
The price offered in the Tender Offers and other information relating to the Tender Offers are set forth in the table below.
Title of Notes CUSIP Aggregate Acceptance Reference Bloomberg Fixed Spread Early
Number Principal Priority Level U.S. Reference (basis
Amount (3) Treasury points) Tender
Outstanding Security Page (4) Premium (5)
(1)
(2)
3.000% Senior 015271 AX7 $850,000,000 1 4.750% UST FIT1 +75 $50
Notes due 2051 due August
15, 2055
3.550% Senior 015271 AZ2 $1,000,000,000 2 4.750% UST FIT1 +75 $50
Notes due 2052 due August
15, 2055
4.000% Senior 015271 AS8 $700,000,000 3 4.750% UST FIT1 +80 $50
Notes due 2050 due August
15, 2055
______________________________________
(1) No representation is made as to the correctness or accuracy of the CUSIP Numbers listed in this press release or
printed on the Notes. They
are provided solely for the convenience of the Holders (as defined below) of the Notes.
(2)
As of January 27, 2026.
(3) Subject to the Aggregate Maximum Tender Amount and proration, the principal amount of each series of Notes that
is purchased in the Tender
Offers will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority
order with 1 being the highest
Acceptance Priority Level and 3 being the lowest) specified in this column.
(4) The applicable page on Bloomberg from which the Dealer Managers (as defined below) will quote the bid side
prices of the applicable U.S.
Treasury Security. In the above table, "UST" denotes a U.S. Treasury Security.
(5) Per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date (as defined below)
(and not validly withdrawn)
and accepted for purchase by the Company.
The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 27, 2026 (as the same may be amended or supplemented from time to time, the "Offer to Purchase"), including the Financing Condition (as defined below). The Tender Offers are open to all registered holders (the "Holders") of the Notes. The Company reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount at any time, including on or after the Price Determination Date (as defined below), without extending withdrawal rights except as required by law. Notes of a series may be subject to proration (as described in the Offer to Purchase) if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded.
Subject to the terms and conditions of the Tender Offers, each Holder who validly tenders and does not subsequently validly withdraw its Notes at or prior to 5:00 p.m., New York City time, on February 9, 2026 (the "Early Tender Date") will be entitled to receive the applicable total consideration ("Total Consideration"), which includes an early tender premium of $50 per $1,000 principal amount of the Notes accepted for purchase ("Early Tender Premium"), plus accrued and unpaid interest up to, but not including, the Early Settlement Date (as defined below) if and when such Notes are accepted for payment. The Total Consideration for each series of Notes validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity based on the bid side price of the applicable Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase. In calculating the applicable Total Consideration for a series of Notes, the application of the par call date will be in accordance with standard market practice. Holders who validly tender their Notes after the Early Tender Date but at or prior to 5:00 p.m., New York City time, on February 25, 2026, or such other date as the Company extends the Tender Offers (such date and time, as it may be extended, the "Expiration Date") will be entitled to receive only tender offer consideration (the "Tender Offer Consideration") equal to the Total Consideration less the Early Tender Premium, plus accrued and unpaid interest up to, but not including, the applicable settlement date, if and when such Notes are accepted for payment. The Total Consideration and Tender Offer Consideration will be determined at 10:00 a.m., New York City time, February 10, 2026, unless extended by the Company (the "Price Determination Date").
Payments for the Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase. The settlement date for the Notes that are validly tendered on or prior to the Early Tender Date is expected to be February 12, 2026, three business days following the scheduled Early Tender Date (the "Early Settlement Date"). The settlement date for the Notes that are validly tendered following the Early Tender Date but on or prior to the Expiration Date is expected to be February 27, 2026, two business days following the scheduled Expiration Date (the "Final Settlement Date").
Subject to the Aggregate Maximum Tender Amount and proration, all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any validly tendered Notes having a lower Acceptance Priority Level (with 3 being the lowest), and all Notes validly tendered following the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes validly tendered following the Early Tender Date having a lower Acceptance Priority Level. If the Tender Offers are not fully subscribed at the Early Tender Date, subject to the Aggregate Maximum Tender Amount and proration, Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date will be accepted for purchase in priority to Notes validly tendered following the Early Tender Date even if such Notes validly tendered following the Early Tender Date have a higher Acceptance Priority Level than Notes validly tendered at or prior to the Early Tender Date.
If the Tender Offers are fully subscribed at the Early Tender Date, Holders who validly tender Notes following the Early Tender Date but on or prior to the Expiration Date will not have any of their Notes accepted for purchase regardless of their Acceptance Priority Level.
The Company's obligation to accept for purchase, and to pay for, the Notes validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, among other things, the receipt by the Company of gross proceeds of at least $500,000,000 from one or more other capital markets financing transactions on terms and conditions satisfactory to the Company (the "Financing Condition"). The Tender Offers are not contingent upon the tender of any minimum principal amount of the Notes.
The Company has retained Citigroup Global Markets Inc., Barclays Capital Inc. and J.P. Morgan Securities LLC to serve as Lead Dealer Managers for the Tender Offers. Global Bondholder Services Corporation has been retained to serve as the Depositary and Information Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, (800) 558-3745, Barclays Capital Inc. at 745 Seventh Avenue, 5th Floor, New York, New York 10019, (800) 438-3242, and J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, (866) 834-4666. Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at 65 Broadway - Suite 404, New York, New York 10006, Attn: Corporate Actions, (212) 430-3774 (for banks and brokers) or (855) 654-2014 (for all others). The Company is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of the Company, the Guarantor, the Lead Dealer Managers, or the Depositary and Information Agent make any recommendation as to whether Holders should tender or refrain from tendering their Notes. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender. The Tender Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Lead Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Alexandria Real Estate Equities, Inc.
Alexandria, an S&P 500® company, is a best-in-class, mission-driven life science REIT making a positive and lasting impact on the world. With our founding in 1994, Alexandria pioneered the life science real estate niche. Alexandria is the preeminent and longest-tenured owner, operator, and developer of collaborative Megacampus™ ecosystems in AAA life science innovation cluster locations, including Greater Boston, the San Francisco Bay Area, San Diego, Seattle, Maryland, Research Triangle and New York City.
Forward-Looking Statements
This press release includes "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. Such forward-looking statements include, without limitation, statements regarding timing and consummation of the purchase of the Notes, risks and uncertainties related to the satisfaction of the Financing Condition and other conditions related to the purchase of the Notes. These forward-looking statements are based on the Company's present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by the Company's forward-looking statements as a result of a variety of factors, including, without limitation, the risks and uncertainties detailed in its filings with the Securities and Exchange Commission. All forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update this information. For more discussion relating to risks and uncertainties that could cause actual results to differ materially from those anticipated in the Company's forward-looking statements, and risks and uncertainties to the Company's business in general, please refer to the Company's filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q.
Contact: Joel Marcus, Executive Chairman & Founder, (626) 578-0777, jmarcus@are.com
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SOURCE Alexandria Real Estate Equities, Inc.
