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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kilroy Realty Corporation | NYSE:KRC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.31 | 0.91% | 34.24 | 34.72 | 34.03 | 34.51 | 253,423 | 18:53:46 |
Maryland (State or other jurisdiction of incorporation) | 001-12675 (Commission File Number) | 95-4598246 (IRS Employer Identification No.) |
12200 W. Olympic Boulevard, Suite 200, Los Angeles, California (Address of principal executive offices) | 90064 (Zip Code) |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
5.1* | Opinion of Ballard Spahr LLP in connection with the offering of shares of common stock. |
23.1* | Consent of Ballard Spahr LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
_______________ | |
*Filed herewith |
KILROY REALTY CORPORATION | ||
By: | /s/ Heidi R. Roth | |
Heidi R. Roth Executive Vice President, Chief Accounting Officer and Controller |
5.1* | Opinion of Ballard Spahr LLP in connection with the offering of shares of common stock. |
23.1* | Consent of Ballard Spahr LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
_______________ | |
*Filed herewith |
Re: | Kilroy Realty Corporation, a Maryland corporation (the “Company”) – issuance and sale of 3,773,766 shares (the “Shares”) of common stock, par value $0.01 per share of the Company (the “Common Stock”), pursuant to a Registration Statement on Form S-3 (Registration Nos. 333-191524 and 333-191524-01) (the “Registration Statement”) |
(i) | The corporate charter of the Company (the “Charter”) represented by Articles of Amendment and Restatement filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on January 21, 1997, Articles Supplementary filed with the Department on February 6, 1998, Articles Supplementary filed with the Department on April 20, 1998, Articles Supplementary filed with the Department on October 15, 1998, Articles Supplementary filed with the Department on November 25, 1998, Certificate of Correction filed with the Department on March 4, 1999, Articles Supplementary filed with the Department on December 10, 1999, Articles Supplementary filed with the Department on December 30, 1999, Articles Supplementary filed with the Department on October 23, 2003, Articles Supplementary filed with the Department on March 11, 2004, Articles Supplementary filed with the Department on March 11, 2004, Articles Supplementary filed with the Department on December 3, 2004, Articles Supplementary filed with the Department on December 3, 2004, Articles Supplementary filed with the |
Atlanta | Baltimore | Bethesda | Denver | Las Vegas | Los Angeles | New Jersey | New York | Philadelphia | Phoenix | Salt Lake City | San Diego | Washington, DC | Wilmington | www.ballardspahr.com |
(ii) | the Second Amended and Restated Bylaws of the Company, adopted as of December 11, 2008, as amended by the Amendment No. 1 to the Second Amended and Restated Bylaws, adopted as of May 27, 2009, and the Amendment No. 2 to the Second Amended and Restated Bylaws, adopted as of May 22, 2014, and as further amended and restated by the Third Amended and Restated Bylaws of the Company, adopted as of December 9, 2014 (the “Bylaws”); |
(iii) | the Written Organizational Action of the Board of Directors (the “Board of Directors”) of the Company, dated as of September 13, 1996 (the “Organizational Minutes”); |
(iv) | resolutions adopted by the Board of Directors, or a committee thereof, on October 9, 2014 and June 29, 2015 (the “Directors’ Resolutions”); |
(v) | the Registration Statement, including all amendments thereto, filed by the Company with the Commission under the Act, and the related final prospectus supplement, dated June 29, 2015, and the final base prospectus, dated October 2, 2013; |
(vi) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland; |
(vii) | a certificate of two officers of the Company, dated as of the date hereof (the “Officers’ Certificate”), to the effect that, among other things, the Charter, the Bylaws, the Organizational Minutes, and the Directors’ Resolutions are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officers’ Certificate and certifying as to the manner of adoption of the Directors’ Resolutions and the authorization of the issuance of the Shares; and |
(viii) | such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the limitations, assumptions, and qualifications noted below. |
(a) | each person executing any of the Documents on behalf of any party (other than the Company) is duly authorized to do so; |
(b) | each natural person executing any of the Documents is legally competent to do so; |
(c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered; any of the Documents submitted to us as certified, facsimile or photostatic copies conform to the original document; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all statements and information contained in the Documents are true and complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise; and |
(d) | none of the Shares will be issued or transferred in violation of the provisions of Article IV, Section E of the Charter relating to restrictions on ownership and transfer of capital stock. |
(1) | The Company is a corporation duly incorporated and validly existing as a corporation in good standing under the laws of the State of Maryland. |
(2) | The issuance of the Shares has been duly authorized by all necessary corporate action on the part of the Company and when such Shares are issued and delivered by the Company in exchange for the consideration therefor as provided in the Directors’ Resolutions, such Shares will be validly issued, fully paid and non-assessable. |
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