01/15/2026 | Press release | Distributed by Public on 01/15/2026 15:16
ITEM 8.01 Other Events.
On January 6, 2026, the Operating Partnership entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and RBC Capital Markets, LLC, as representatives of the underwriters named therein (collectively, the "Underwriters"), in connection with the public offering of $800,000,000 aggregate principal amount of the Operating Partnership's 4.300% notes due 2031 (the "Notes"). The Underwriting Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition, the Operating Partnership has agreed to indemnify the Underwriters against certain liabilities on customary terms. The Underwriters have performed, and expect in the future to perform, investment banking and advisory services for which they have received, and may continue to receive, customary fees and expenses, and affiliates of the Underwriters have performed, and expect in the future to perform, commercial lending services, for the Operating Partnership and its affiliates from time to time.
The Notes were issued on January 13, 2026 pursuant to the Operating Partnership's Indenture (the "Base Indenture"), dated as of November 26, 1996, between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase Manhattan Bank), as trustee (the "Trustee"), as amended and supplemented by the Forty-Eighth Supplemental Indenture, dated as of January 13, 2026 (the "Forty-Eighth Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Operating Partnership and the Trustee, setting forth the terms of the Notes.
The Notes bear interest at a rate of 4.300% per annum and mature on January 15, 2031. Interest on the Notes is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2026 (each, an "Interest Payment Date"). Interest will be paid to holders of record of such Notes registered at the close of business on the fifteenth calendar day preceding the related Interest Payment Date.
The Operating Partnership may redeem the Notes at its option at any time, in whole or from time to time in part, on not less than 10 and not more than 60 days' prior written notice mailed to the holders of the Notes to be redeemed. The Notes will be redeemable at a price equal to the principal amount of such Notes being redeemed, plus unpaid interest accrued to, but not including, the date of redemption and a "make-whole" premium calculated under the Forty-Eighth Supplemental Indenture with respect to the Notes (unless the Notes are redeemed on or after December 15, 2030, in which case no "make-whole" premium will be payable).
The Notes will be subject to customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in the Indenture for a period of 90 days after notice, and certain events of bankruptcy, insolvency and reorganization.
The foregoing descriptions are qualified in their entirety by the Underwriting Agreement and the Forty-Eighth Supplemental Indenture (including the forms of notes attached thereto) which are filed as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein. The Form of Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.