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): August 16, 2006
BioMed Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
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1-32261
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20-1142292 |
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(State or Other Jurisdiction of
Incorporation)
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Commission File No.)
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(I.R.S. Employer
Identification No.) |
17140 Bernardo Center Drive, Suite 222
San Diego, California 92128
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:(858) 485-9840
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):
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))
TABLE OF CONTENTS
Item 8.01 Other Events.
On
August 16, 2006, BioMed Realty Trust, Inc. (the “Company”) entered into an underwriting
agreement with Raymond James & Associates, Inc., as the representative of the underwriters (the
“Underwriters”), pursuant to which the Company agreed to
issue and sell 6,950,000 shares of the
Company’s common stock, par value $0.01 per share (“Common Stock”), plus up to an additional
1,042,500 shares of Common Stock pursuant to the
Underwriters’ over-allotment option, at a price to the public of
$28.75 per share. The Underwriters exercised their
over-allotment option in full on August 18, 2006. The offering closed on August 21, 2006. Gross proceeds from
the offering of an aggregate of 7,992,500 shares were approximately
$229.8 million. After the closing of this offering, the
number of shares of Common Stock outstanding is
65,221,232 shares.
The
Company expects to use the net proceeds of this offering to repay a
portion of the outstanding indebtedness under its existing
$500.0 million revolving credit facility and for other general
corporate and working capital purposes.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed herewith:
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Description of Exhibit |
1.1
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Underwriting Agreement, dated as of
August 16, 2006, between the Company, BioMed
Realty, L.P. and Raymond James & Associates, Inc. as representative of the
Underwriters |
5.1
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Opinion of Venable LLP |
8.1
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Opinion of Latham & Watkins LLP |
23.1
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Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto) |
23.2
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Consent of Latham & Watkins LLP
(contained in the opinion filed as Exhibit 8.1 hereto) |