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): September 9, 2014
BioMed Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 1-32261 | 20-1142292 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
17190 Bernardo Center Drive
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities.
On various dates from August 6, 2014 through September 9, 2014, at the request of the holders that exercised their exchange right pursuant to the terms of BioMed Realty, L.P.’s 3.75% Exchangeable Senior Notes due 2030 (the “Exchangeable Senior Notes”), BioMed Realty Trust, Inc. issued 2,341,874 shares of its common stock in exchange for approximately $39.9 million in aggregate principal amount of the Exchangeable Senior Notes. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 15, 2014 |
BIOMED REALTY TRUST, INC. | |||
| By: | /s/ Greg N. Lubushkin | |||
| Name: Greg N. Lubushkin | ||||
| Title: Chief Financial Officer | ||||