prospectus.htm
FILED PURSUANT TO RULE 424(b)(7)
UNDER THE SECURITIES ACT OF
1933 IN CONNECTION WITH
REGISTRATION NO. 333-144190
 
PROSPECTUS SUPPLEMENT
dated May 5, 2008
(to Prospectus dated June 29, 2007)
 
KILROY REALTY CORPORATION
6,269,570 Shares of Common Stock
 
 
 
 
This prospectus supplement supplements the prospectus dated June 29, 2007, as previously supplemented on March 12, 2008, relating to the resale by selling securityholders of shares of our common stock that may be issuable upon exchange of the 3.250% Exchangeable Senior Notes Due 2012, of our Operating Partnership, Kilroy Realty, L.P.
 
You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the prospectus, including any amendments or supplements to it. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement supersedes information contained in the prospectus.
 
You should consider carefully the risk factors beginning on page 2 of the prospectus as well as the risk factors relating to our business that are incorporated by reference in the prospectus before investing in the shares of common stock that may be issuable upon exchange of the notes.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
 
 
May 5, 2008

 
 
 


The section entitled “Selling Securityholders” in the prospectus is hereby supplemented and, as appropriate, amended by the following information.
 
SELLING SECURITYHOLDERS
 
The 3.250% Exchangeable Senior Notes Due 2012, were originally issued by Kilroy Realty, L.P., our operating partnership, and sold by the initial purchasers of the notes in transactions exempt from the registration requirements of the Securities Act to persons reasonably believed by the initial purchasers to be qualified institutional buyers as defined by Rule 144A under the Securities Act. Under certain circumstances, we may issue shares of our common stock upon the exchange of the notes. In such circumstances, the recipients of shares of our common stock, whom we refer to as the selling securityholders, may use this prospectus and any accompanying prospectus supplement to resell from time to time the shares of our common stock that we may issue to them upon the exchange of the notes. Information about selling securityholders is set forth in this prospectus, and information about additional selling securityholders may be set forth in a prospectus supplement, in a post-effective amendment, or in filings we make with the SEC under the Exchange Act that are incorporated by reference in this prospectus.
 
The following table sets forth information, as of May 5, 2008, with respect to the selling securityholders and the maximum number of shares of our common stock that could become beneficially owned by each selling securityholder should we issue shares of our common stock to such selling securityholder that may be offered pursuant to this prospectus upon the exchange of the notes. The information is based on information provided by or on behalf of the selling securityholders. The selling securityholders may offer all, some or none of the shares of our common stock which we may issue upon the exchange of the notes. The number of shares of our common stock issuable upon the exchange of the notes shown in the table below assumes exchange of the full amount of notes held by each selling securityholder at an assumed maximum exchange rate of 13.6295 shares of our common stock per $1,000 principal amount of notes and a cash payment in lieu of any fractional share. The exchange rate on the notes is subject to adjustment in certain events. Accordingly, the maximum number of shares of our common stock issuable upon the exchange of the notes may increase or decrease from time to time. In addition, due to the exchange settlement provisions of the notes, we may not be required to issue the maximum number of shares of our common stock upon any exchanges of notes. The shares of common stock beneficially owned following the exchange is based on 32,728,312 shares of common stock outstanding as of May 5, 2008.
 
                               
Name(1)
  
Shares of
Common
Stock
Beneficially
Owned Prior
to the
Exchange
  
Maximum
Number of
Shares of
Common
Stock
Issuable
Upon
Exchange of
Outstanding
Notes(2)
  
Shares of
Common Stock
Beneficially
Owned
Following the
Exchange
    
Number of
Shares of
Common
Stock
Offered(4)
  
Common
Stock
Beneficially
Owned
after Resale
     
Shares
  
Percent(3)
      
Shares
  
Percent
HBK Master Fund L.P. (5)
  
3,800 
  
793,918
  
797,718
  
2.4%
    
793,918
  
3,800
  
*
JP Morgan Securities Inc.
  
3,329 
  
68,379
  
71,708
  
*
    
68,379
  
3,329
  
*
Bayerische Hypo-und Vereinsbank AG
  
—
  
163,554
  
163,554
  
*
    
163,554
  
—
  
*
Wachovia Capital Markets LLC
  
—
  
2,725
  
2,725
  
*
    
2,725
  
—
  
*
Polygon Global Opportunities Master Fund (6)
  
—
  
265,775
  
265,775
  
*
    
265,775
  
—
  
*
Total
  
7,129
  
1,294,351
  
1,301,480
  
3.8%
    
1,294,351
  
7,129
  
*
 

 *
Less than one percent of the outstanding shares of common stock.

(1)
Additional selling securityholders not named in this prospectus will not be able to use this prospectus for resales until they are named in the selling securityholder table by prospectus supplement or post-effective amendment to the registration of which this prospectus is a part.

(2)
The maximum aggregate number of shares of common stock that may be sold under this prospectus is 6,269,570 based on an assumed maximum exchange rate of 13.6295 common shares per $1,000 principal amount of notes. Certain selling securityholders may have transferred shares of common stock pursuant to Rule 144A or otherwise reduced their position prior to selling pursuant to this prospectus supplement.

(3)
Calculated based on Rule 13d-3(d)(1)(i) under the Exchange Act using 32,728,312 shares of common stock outstanding as of May 5, 2008. In calculating this percentage for a particular holder, we treated as outstanding the number of shares of common stock held by that particular holder and excluded the number of shares of common stock held by any other holder.

(4)
Assumes that all of the shares of common stock issued in exchange for the notes have been sold by the selling securityholders.

(5)
HBK Investments L.P., a Delaware limited partnership, has shared voting and dispositive power over the securities pursuant to an Investment Management Agreement between HBK Investments L.P. and the selling securityholder.  HBK Investments L.P. has delegated discretion to vote and dispose of the securities to HBK Services LLC.  The following individuals may be deemed to have control over HBK Investments L.P.:  Jamiel A. Akhtar, Richard L. Booth, David C. Haley, Laurence H. Lebowitz, and William E. Rose.
 
(6)
 
Polygon Investment Partner LLP and Polygon Investment Partners LP (the “Investment Managers”), Polygon Investments Ltd. (the “Manager”), Alexander E. Jackson, Reade E. Griffith, and Patrick G. G. Dear share voting and dispositive power of the securities held by Polygon Global Opportunities Master Fund.  The Investment Managers, the Manager, Alexander E. Jackson, Reade E. Griffith, and Patrick G. G. Dear disclaim beneficial ownership of the securities held by Polygon Global Opportunities Master Fund.