Item 8.01. Other Events.
BioMed Realty Trust, Inc. (the "Company") and BioMed Realty, L.P. (the
"Operating Partnership") are disclosing the following information to supersede
the disclosure regarding foreign accounts contained in the section "Material
United States Federal Income Tax Considerations" under the heading "-Foreign
Accounts" in the Company's and the Operating Partnership's Registration
Statement on Form S-3 (File Nos. 333-183669 and 333-183669-01) and in the
Company's Registration Statements on Form S-3 (File Nos. 333-183670, 333-183676
and 333-183677), and any other discussion of foreign accounts in the foregoing
documents:
Foreign Accounts
Withholding taxes may apply to certain types of payments made to "foreign
financial institutions" (as specially defined in the Code) and certain other
non-United States entities. Specifically, a 30% withholding tax may be imposed
on dividends and interest on, and gross proceeds from the sale or other
disposition of, our capital stock or debt securities paid to a foreign financial
institution or to a non-financial foreign entity, unless (1) the foreign
financial institution undertakes certain diligence and reporting, (2) the
non-financial foreign entity either certifies it does not have any substantial
United States owners or furnishes identifying information regarding each
substantial United States owner, or (3) the foreign financial institution or
non-financial foreign entity otherwise qualifies for an exemption from these
rules. If the payee is a foreign financial institution and is subject to the
diligence and reporting requirements in clause (1) above, it must enter into an
agreement with the United States Treasury requiring, among other things, that it
undertake to identify accounts held by certain United States persons or United
States-owned foreign entities, annually report certain information about such
accounts, and withhold 30% on payments to non-compliant foreign financial
institutions and certain other account holders.
Although these rules currently apply to applicable payments made after December
31, 2012 (other than interest payments made on certain debt securities discussed
below), Proposed Treasury Regulations and subsequent IRS guidance provide that
the withholding provisions described above will generally apply to payments of
dividends or interest made on or after January 1, 2014 and to payments of gross
proceeds from a sale or other disposition of stock or debt securities on or
after January 1, 2017. Because we may not know the extent to which a
distribution is a dividend for United States federal income tax purposes at the
time it is made, for purposes of these withholding rules we may treat the entire
distribution as a dividend. In addition, although these rules currently would
not apply to debt securities outstanding on March 18, 2012, the Proposed
Treasury Regulations extend the date of their initial application and indicate
that this withholding tax would not apply to debt securities outstanding on
January 1, 2013.
The guidance described above will not be effective until it is reflected in
final Treasury Regulations. Prospective investors should consult their tax
advisors regarding these withholding provisions.