Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On November 17, 2009, AMB Property Corporation's operating partnership, AMB
Property, L.P. (the "Operating Partnership"), offered $250 million aggregate
principal amount of its new series of 6.125% notes due 2016 and $250 million
aggregate principal amount of its new series of 6.625% notes due 2019 in an
underwritten registered public offering. The offering was made pursuant to an
effective shelf registration statement filed with the Securities and Exchange
Commission on August 14, 2009. The offering is expected to close on November 20,
2009, subject to customary closing conditions. The notes are senior unsecured
obligations of the Operating Partnership and are fully and unconditionally
guaranteed by AMB Property Corporation. The notes are governed by the terms of
an Indenture dated as of June 30, 1998 between the Operating Partnership, AMB
Property Corporation and U.S. Bank National Association (as
successor-in-interest to State Street Bank and Trust Company of California,
N.A.), and, with respect to the 6.125% notes due 2016, an Eighth Supplemental
Indenture to be dated November 20, 2009 between the Operating Partnership, AMB
Property Corporation and U.S. Bank National Association, filed as Exhibit 4.1
hereto, and, with respect to the 6.625% notes due 2019, a Ninth Supplemental
Indenture to be dated November 20, 2009 between the Operating Partnership, AMB
Property Corporation and U.S. Bank National Association, filed as Exhibit 4.2
hereto.
The notes are subject to redemption at the Operating Partnership's option at
any time in whole or, from time to time, in part, at a price equal to the
greater of: (i) 100% of the principal amount of the notes to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued to such redemption
date) discounted to such redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50
basis points, plus accrued and unpaid interest on the principal amount being
redeemed to such redemption date; provided that installments of interest on the
notes which are due and payable on an interest payment date falling on or prior
to the relevant redemption date shall be payable to the holders of such of the
notes registered at the close of business on the relevant record date according
to their terms and the provisions of the Indenture.
The estimated net proceeds to the Operating Partnership were approximately
$493.4 million after deducting the underwriting discounts and estimated
transaction expenses payable by the Operating Partnership of $3.8 million. The
Operating Partnership intends to use the net proceeds to pay the purchase price
for and accrued and unpaid interest on up to $250 million of our outstanding
6.30% Series C Medium-Term Notes due 2013, our 5.90% Series C Medium-Term Notes
due 2013, our 7.00% Medium-Term Notes due 2011 and our 6.75% Medium-Term Notes
due 2011 and to repay borrowings under the Operating Partnership's $230 million
term loan due 2010. Any remaining net proceeds from the offering would be used
to reduce borrowings under our $500 million unsecured credit facility.
In connection with the offering of the notes, AMB Property Corporation
entered into an underwriting agreement dated November 17, 2009 with Banc of
America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated, as representatives of the several underwriters, which is filed as
Exhibit 1.1 hereto.
In connection with the filing of the underwriting agreement, we are filing as
Exhibit 5.1 hereto an opinion of our counsel, Ballard Spahr, LLP, regarding
certain Maryland law issues. Additionally, in connection with the filing of the
underwriting agreement, we are filing Exhibit 5.2 hereto an opinion of our
counsel, Latham & Watkins LLP, regarding the validity of the securities being
registered.
The description in this current report of the notes and the supplemental
indentures is not intended to be a complete description of those instruments,
and the description is qualified in its entirety by the full text of the
documents which are attached as exhibits to, and incorporated by reference in,
this Current Report.
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Item 9.01 Financial Statements and Exhibits.
AMB Property Corporation and AMB Property L.P. hereby file the following
exhibits to, and incorporate such exhibits by reference in, the Registration
Statement which was filed on August 14, 2009 and supplemented by the Prospectus
Supplement dated November 17, 2009, filed with the Securities and Exchange
Commission by AMB Property Corporation and AMB Property L.P. on November 19,
2009:
1.1 Underwriting Agreement, dated November 17, 2009, among AMB Property
Corporation, AMB Property, L.P., Banc of America Securities LLC, J.P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as
representatives of the several underwriters.
4.1 Eighth Supplemental Indenture, to be dated as of November 20, 2009, AMB
Property Corporation, AMB Property, L.P. and U.S. Bank National Association
(as successor-in-interest to State Street Bank and Trust Company of
California, N.A.).
4.2 Ninth Supplemental Indenture, to be dated as of November 20, 2009, AMB
Property Corporation, AMB Property, L.P. and U.S. Bank National Association
(as successor-in-interest to State Street Bank and Trust Company of
California, N.A.).
4.3 Form of 6.125% Note due 2016 attaching the AMB Property Corporation
Guarantee
4.4 Form of 6.625% Note due 2019 attaching the AMB Property Corporation
Guarantee
5.1 Opinion of Ballard Spahr LLP.
5.2 Opinion of Latham & Watkins LLP.
23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1).
23.2 Consent of Latham & Watkins LLP (included in Exhibit 5.2).
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