WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: _/s/Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written: Citigroup Global Markets Inc. By: /s/Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: X.X. Xxxxxx Securities LLC By: /s/Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Investment Banking For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: U.S. Bancorp Investments, Inc. By: /s/Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President For themselves and as Representatives of the Underwriters named in Exhibit A hereto. Name of Underwriter Principal Amount of Securities Citigroup Global Markets Inc. $ 67,000,000 X.X. Xxxxxx Securities LLC $ 67,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 67,000,000 U.S. Bancorp Investments, Inc. $ 67,000,000 BMO Capital Markets Corp. $ 22,000,000 Mizuho Securities USA Inc. $ 22,000,000 RBC Capital Markets, LLC $ 22,000,000 Scotia Capital (USA) Inc. $ 22,000,000 Regions Securities LLC $ 13,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 13,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 6,000,000 BNY Mellon Capital Markets, LLC $ 6,000,000 TD Securities (USA) LLC $ 6,000,000 Total $ 400,000,000 Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: *** Security Type: Senior Unsecured Notes Pricing Date: Xxxxx 0, 0000 Xxxxxxxxxx Date: March 8, 2017 (T+5) Maturity Date: March 15, 2027 Interest Payment Dates: March 15 and September 15 of each year, beginning on September 15, 2017 Principal Amount: $400,000,000 Public Offering Price: 99.009% Net Proceeds to the Issuer, Before Expenses: $393,436,000 Benchmark: 2.250% due February 15, 2027 Benchmark Price / Yield: 98-02 / 2.471% Spread to Benchmark: + 155 basis points Yield to Maturity: 4.021% Coupon: 3.900% Optional Redemption: Make-whole call at T + 25 basis points Par Call: On or after December 15, 2026 (three months prior to the maturity date) CUSIP / ISIN: 11120V AE3 / US11120VAE39 Joint Book-Running Managers: Citigroup Global Markets Inc.X.X. Xxxxxx Securities LLCMerrill Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedU.S. Bancorp Investments, Inc.BMO Capital Markets Corp.Mizuho Securities USA Inc.RBC Capital Markets, LLCScotia Capital (USA) Inc. Co-Managers: Regions Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, Xxx.XX&T Capital Markets, a division of BB&T Securities, LLCBNY Mellon Capital Markets, LLCTD Securities (USA) LLC 1. Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit B hereto, dated March 1, 2017.
Appears in 1 contract
Samples: Underwriting Agreement (Brixmor Property Group Inc.)
WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: _/s/Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written: Citigroup Global Markets Inc. DEUTSCHE BANK SECURITIES INC. By: /s/Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By:/s/Xxxx X. Xxxxx XxXxxx Name: Xxxx X. Xxxxx XxXxxx Title: Vice President For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTEDManaging Director XXXXXXX LYNCH, as of the date first above written: X.X. Xxxxxx Securities LLC By: /s/Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTEDPIERCE, as of the date first above written: Xxxxxxx Lynch, Pierce, Xxxxxx XXXXXX & Xxxxx Incorporated By: /sXXXXX INCORPORATED By:/s/Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Investment Banking RBC CAPITAL MARKETS, LLC By:/s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: U.S. Bancorp Investments, Inc. By: /s/Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President For themselves and as Representatives Representative of the Underwriters named in Exhibit A hereto. Name of Underwriter Principal Amount of Securities Citigroup Global Markets Deutsche Bank Securities Inc. $ 67,000,000 X.X. Xxxxxx Securities LLC $ 67,000,000 $86,250,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 67,000,000 $86,250,000 RBC Capital Markets, LLC $86,250,000 Citigroup Global Markets Inc. $32,500,000 Xxxxxxxxx LLC $32,500,000 X.X. Xxxxxx Securities LLC $32,500,000 U.S. Bancorp Investments, Inc. $ 67,000,000 BMO Capital Markets Corp. $ 22,000,000 Mizuho Securities USA Inc. $ 22,000,000 RBC Capital Markets$32,500,000 Xxxxx Fargo Securities, LLC $ 22,000,000 Scotia $32,500,000 Barclays Capital (USA) Inc. $ 22,000,000 Regions Securities LLC $ 13,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 13,000,000 $11,250,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 6,000,000 $11,250,000 BNY Mellon Capital Markets, LLC $ 6,000,000 TD $11,250,000 Mitsubishi UFJ Securities (USA), Inc. $11,250,000 Regions Securities LLC $11,250,000 Scotia Capital (USA) LLC $ 6,000,000 Inc. $11,250,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $11,250,000 Total $ 400,000,000 $500,000,000 $[•] [•]% Senior Notes due 2022 Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: *** [Xxxxx’x] / [S&P] / [Fitch] Security Type: Senior Unsecured Notes Pricing Date: Xxxxx 0July 30, 0000 Xxxxxxxxxx 2015 Settlement Date: March 8August 10, 2017 2015 (T+5T+7) Maturity Date: March 15[ ] [ ], 2027 2022 Interest Payment Dates: March February 15 and September 15 of each yearAugust 15, beginning on September February 15, 2017 2016 Principal Amount: $400,000,000 [ ] Public Offering Price: 99.009[ ]% Net Proceeds to the Issuer, Before Expenses: $393,436,000 Benchmark: 2.250[ ]% due February 15, 2027 [ ] Benchmark Price / Yield: 98-02 [ ] / 2.471[ ]% Spread to Benchmark: + 155 [ ] basis points Yield to Maturity: 4.021[ ]% Coupon: 3.900[ ]% Optional Redemption: Make-whole call at T + 25 [ ] basis points Par Call: On or after December 15, 2026 (three months prior to the maturity date) CUSIP / ISIN: 11120V AE3 AB9 / US11120VAE39 US11120VAB99 Joint Book-Running Managers: Citigroup Global Markets Inc.X.X. Xxxxxx Deutsche Bank Securities LLCMerrill Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedU.S. IncorporatedRBC Capital Markets, LLCCitigroup Global Markets Inc.Jefferies LLCJ.X. Xxxxxx Securities LLCU.S. Bancorp Investments, Inc.BMO Capital Markets Corp.Mizuho Securities USA Inc.RBC Capital MarketsXxxxx Fargo Securities, LLCScotia Capital (USA) Inc. LLC Co-Managers: Regions Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, Xxx.XX&T Barclays Capital Inc. BB&T Capital Markets, a division of BB&T Securities, LLCBNY Mellon Capital Markets, LLCTD LLCMitsubishi UFJ Securities (USA), Inc.Regions Securities LLCScotia Capital (USA) Inc.SunTrust Xxxxxxxx Xxxxxxxx, Inc. _______________________ Brixmor Operating Partnership has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer or Brixmor Property Group Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting Deutsche Bank by mail at Deutsche Bank Securities Inc., Attention: Prospectus Group, 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, by emailing xxxxxxxxxx.XXXX@xx.xxx or by calling (000) 000-0000; by contacting Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated by mail at Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Attention: Prospectus Department, 000 Xxxxxxxx, Xxx Xxxx, XX 00000 or by emailing xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx; or by contacting RBC Capital Markets, LLC at RBC Capital Markets, LLC, Attention: Debt Capital Markets, Three World Financial Center, 000 Xxxxx Xxxxxx, New York, New York 10281, by emailing xxxxxxxxxxxxxxxxxxxx@xxxxx.xxx or by calling (000) 000-0000..
1. Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit B hereto, dated March 1July 30, 20172015.
Appears in 1 contract
Samples: Underwriting Agreement (Brixmor Operating Partnership LP)
WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: _/s//s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s//s/ Xxxx X. Xxxxx Xxxxxxx Name: Xxxx X. Xxxxx Xxxxxxx Title: Vice President For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTEDXXXXXXX LYNCH, as of the date first above written: X.X. Xxxxxx Securities LLC PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s//s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Investment Banking For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTEDXXXXX FARGO SECURITIES, as of the date first above written: U.S. Bancorp Investments, Inc. LLC By: /s/Xxxxxxx X. Xxxxxxxxx /s/ Xxxxxx Xxx Name: Xxxxxxx X. Xxxxxxxxx Xxxxxx Xxx Title: Senior Vice President Managing Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. Name of Underwriter Principal Amount of Securities Citigroup Global Markets Inc. $ 67,000,000 X.X. Xxxxxx Securities LLC $ 67,000,000 114,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 67,000,000 114,000,000 Xxxxx Fargo Securities, LLC $ 114,000,000 Xxxxxxxxx LLC $ 39,000,000 X.X. Xxxxxx Securities LLC $ 39,000,000 RBC Capital Markets, LLC $ 39,000,000 Barclays Capital Inc. $ 18,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 18,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 18,000,000 U.S. Bancorp Investments, Inc. $ 67,000,000 BMO Capital Markets Corp. $ 22,000,000 Mizuho Securities USA Inc. $ 22,000,000 RBC Capital Markets, LLC $ 22,000,000 Scotia Capital (USA) Inc. $ 22,000,000 Regions Securities LLC $ 13,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 13,000,000 18,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 6,000,000 11,520,000 BMO Capital Markets Corp. $ 11,520,000 BNY Mellon Capital Markets, LLC $ 6,000,000 TD 11,520,000 Mizuho Securities USA Inc. $ 11,520,000 Regions Securities LLC $ 11,520,000 Scotia Capital (USA) LLC Inc. $ 6,000,000 11,400,000 Total $ 400,000,000 600,000,000 Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: *** [Xxxxx’x] / [S&P] / [Fitch] Security Type: Senior Unsecured Notes Pricing Date: Xxxxx 0June 2, 0000 Xxxxxxxxxx 2016 Settlement Date: March 8June 13, 2017 2016 (T+5T+7) Maturity Date: March 15[ ] [ ], 2027 2026 Interest Payment Dates: March June 15 and September December 15 of each year, beginning on September December 15, 2017 2016 Principal Amount: $400,000,000 [ ] Public Offering Price: 99.009[ ]% Net Proceeds to the Issuer, Before Expenses: $393,436,000 Benchmark: 2.250[ ]% due February 15, 2027 [ ] Benchmark Price / Yield: 98-02 [ ] / 2.471[ ]% Spread to Benchmark: + 155 [ ] basis points Yield to Maturity: 4.021[ ]% Coupon: 3.900[ ]% Optional Redemption: Make-whole call at T + 25 [ ] basis points Par Call: On or after December 15, 2026 (three months prior to the maturity date) CUSIP / ISIN: 11120V AE3 AC7 / US11120VAE39 US11120VAC72 Joint Book-Running Managers: Citigroup Global Markets Inc.X.X. Xxxxxx Securities LLCMerrill Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedU.S. Bancorp InvestmentsIncorporated Xxxxx Fargo Securities, Inc.BMO Capital Markets Corp.Mizuho LLCJefferies LLCJ.X. Xxxxxx Securities USA Inc.RBC LLCRBC Capital Markets, LLCScotia Capital (USA) Inc. LLC Co-Managers: Regions Barclays Capital Xxx.Xxxxxxxxxx UFJ Securities LLCSunTrust (USA), Inc.SunTrust Xxxxxxxx Xxxxxxxx, Inc.U.S. Bancorp Investments, Xxx.XX&T Capital Markets, a division of BB&T Securities, LLCBNY LLCBMO Capital Markets Corp.BNY Mellon Capital Markets, LLCTD LLCMizuho Securities USA Inc.Regions Securities LLCScotia Capital (USA) LLCInc. _______________________
1. Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit B hereto, dated March 1June 2, 20172016.
Appears in 1 contract
Samples: Underwriting Agreement (Brixmor Operating Partnership LP)
WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: _/s//s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President [Underwriting Agreement Signature Page] CONFIRMED AND ACCEPTED, as of the date first above written: Citigroup Global Markets Inc. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: X.X. Xxxxxx Securities LLC By: /s/Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s//s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Investment Banking For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED[Signature page to BRX OP Underwriting Agreement] XXXXX FARGO SECURITIES, as of the date first above written: U.S. Bancorp Investments, Inc. LLC By: /s//s/ Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Senior Vice President Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. [Signature page to BRX OP Underwriting Agreement] Name of Underwriter Principal Amount of Securities Citigroup Global Markets Inc. $ 67,000,000 X.X. Xxxxxx Securities LLC $ 67,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 67,000,000 86,250,000 Xxxxx Fargo Securities, LLC $ 86,250,000 BMO Capital Markets Corp $ 50,000,000 Xxxxxxxxx LLC $ 50,000,000 U.S. Bancorp Investments, Inc. $ 67,000,000 BMO 50,000,000 Barclays Capital Markets Corp. Inc $ 22,000,000 25,000,000 Mizuho Securities USA Inc. LLC $ 22,000,000 25,000,000 RBC Capital Markets, LLC $ 22,000,000 25,000,000 Scotia Capital (USA) Inc. $ 22,000,000 25,000,000 Regions Securities LLC $ 13,000,000 20,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 13,000,000 20,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 6,000,000 12,500,000 BNY Mellon Capital Markets, LLC $ 6,000,000 12,500,000 TD Securities (USA) LLC $ 6,000,000 12,500,000 Total $ 400,000,000 500,000,000 Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: *** Baa3 (stable) / BBB- (stable) / BBB- (stable) Security Type: Senior Unsecured Notes Pricing Date: Xxxxx 0May 31, 0000 Xxxxxxxxxx 2017 Settlement Date: March 8June 5, 2017 (T+5T+3) Maturity Date: March June 15, 2027 2024 Interest Payment Dates: March June 15 and September December 15 of each year, beginning on September December 15, 2017 Principal Amount: $400,000,000 500,000,000 Public Offering Price: 99.00999.576% of the principal amount Net Proceeds to the Issuer, Before Expenses: $393,436,000 494,755,000 Benchmark: 2.2502.000% due February 15May 31, 2027 2024 Benchmark Price / Yield: 9899-02 28 / 2.4712.019% Spread to Benchmark: + 155 170 basis points Yield to Maturity: 4.0213.719% Coupon: 3.9003.650% Optional Redemption: Make-whole call at T + 25 30 basis points Par Call: On or after December April 15, 2026 2024 (three two months prior to the maturity date) CUSIP / ISIN: 11120V AE3 AF0 / US11120VAE39 US11120VAF04 Joint Book-Running Managers: Citigroup Global Markets Inc.X.X. Xxxxxx Securities LLCMerrill Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx IncorporatedU.S. IncorporatedWells Fargo Securities, LLCBMO Capital Markets Corp.Jefferies LLCU.S. Bancorp Investments, Xxx.Xxxxxxxx Capital Inc.BMO Capital Markets Corp.Mizuho Securities USA Inc.RBC LLCRBC Capital Markets, LLCScotia Capital (USA) Inc. Senior Co-Managers: Regions Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, Xxx.XX&T Inc. Co-Managers: BB&T Capital Markets, a division of BB&T Securities, LLCBNY Mellon Capital Markets, LLCTD Securities (USA) LLC
1. Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit B hereto, dated March 1May 31, 2017.
Appears in 1 contract
Samples: Underwriting Agreement (Brixmor Operating Partnership LP)
WAIVER OF JURY BY TRIAL. The Operating Partnership hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Operating Partnership in accordance with its terms. Very truly yours, BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: _/s/Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written: Citigroup Global Markets Inc. X.X. XXXXXX SECURITIES LLC By: /s/Xxxx X. Xxxxx Som Xxxxxxxxxxxxx Name: Xxxx X. Xxxxx Som Xxxxxxxxxxxxx Title: Vice President For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: X.X. Xxxxxx Securities LLC BARCLAYS CAPITAL INC. By: /s/Som Xxxxxxxxxxxxx Xxxxxx Xxxxxxx Name: Som Xxxxxxxxxxxxx Xxxxxx Xxxxxxx Title: Executive Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated XXXXXXXXX LLC By: /s/Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Managing Director Investment Banking For themselves and as Representatives of the Underwriters named in Exhibit A hereto. CONFIRMED AND ACCEPTED, as of the date first above written: U.S. Bancorp InvestmentsXXXXX FARGO SECURITIES, Inc. LLC By: /s/Xxxxxxx X. Xxxxxxxxx Xxxxxx Xxx Name: Xxxxxxx X. Xxxxxxxxx Xxxxxx Xxx Title: Senior Vice President Managing Director For themselves and as Representatives of the Underwriters named in Exhibit A hereto. Name of Underwriter Principal Amount of Securities Citigroup Global Markets Inc. $ 67,000,000 X.X. Xxxxxx Securities LLC $ 67,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 67,000,000 U.S. Bancorp Investments, 80,625,000 Barclays Capital Inc. $ 67,000,000 80,625,000 Xxxxxxxxx LLC $ 80,625,000 Xxxxx Fargo Securities, LLC $ 80,625,000 BMO Capital Markets Corp. $ 22,000,000 25,000,000 Mizuho Securities USA Inc. $ 22,000,000 25,000,000 RBC Capital Markets, LLC $ 22,000,000 25,000,000 Scotia Capital (USA) Inc. $ 22,000,000 25,000,000 U.S. Bancorp Investments, Inc. $ 25,000,000 Regions Securities LLC $ 13,000,000 15,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 13,000,000 15,000,000 BB&T Capital Markets, a division of BB&T Securities, LLC $ 6,000,000 7,500,000 BNY Mellon Capital Markets, LLC $ 6,000,000 7,500,000 TD Securities (USA) LLC $ 6,000,000 7,500,000 Total $ 400,000,000 500,000,000 Issuer: Brixmor Operating Partnership LP Expected Ratings: (Xxxxx’x / S&P / Fitch)*: *** / *** / *** Security Type: Senior Unsecured Notes Pricing Date: Xxxxx 0August 15, 0000 Xxxxxxxxxx 2016 Settlement Date: March 8August 24, 2017 2016 (T+5T+7) Maturity Date: March September 15, 2027 2023 Interest Payment Dates: March September 15 and September March 15 of each year, beginning on September March 15, 2017 Principal Amount: $400,000,000 500,000,000 Public Offering Price: 99.00999.736% Net Proceeds to the Issuer, Before Expenses: $393,436,000 Benchmark: 2.2501.250% due February 15July 31, 2027 2023 Benchmark Price / Yield: 9899-02 / 2.4711.392% Spread to Benchmark: + 155 190 basis points Yield to Maturity: 4.0213.292% Coupon: 3.9003.250% Optional Redemption: Make-whole call at T + 25 30 basis points Par Call: On or after December July 15, 2026 2023 (three 2 months prior to the maturity date) CUSIP / ISIN: 11120V AE3 00000XXX0 / US11120VAE39 US11120VAD55 Joint Book-Running Managers: Citigroup Global Markets Inc.X.X. Xxxxxx Securities LLCMerrill LynchLLCBarclays Capital Inc.Jefferies LLCWells Fargo Securities, Pierce, Xxxxxx & Xxxxx IncorporatedU.S. Bancorp Investments, Inc.BMO LLCBMO Capital Markets Corp.Mizuho Securities USA Inc.RBC Capital Markets, LLCScotia Capital (USA) Xxx.XX Bancorp Investments, Inc. Co-Managers: Regions Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, Xxx.XX&T Capital Markets, a division of BB&T Securities, LLCBNY Mellon Capital Markets, LLCTD Securities (USA) LLC Brixmor Operating Partnership LP has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer or Brixmor Property Group Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting X.X. Xxxxxx Securities LLC by mail at X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Investment Grade Syndicate Desk, 3rd Floor, telephone collect at 0-000-000-0000; by contacting Barclays Capital Inc. by mail c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, toll-free at 0-000-000-0000 or by emailing xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; by contacting Xxxxxxxxx LLC by mail at Attention: Debt Capital Markets, 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, or by emailing XXXXxxxxxxxxxxx@Xxxxxxxxx.xxx, or by calling 0-000-000-0000; or by contacting Xxxxx Fargo Securities, LLC by mail at Attention: WFS Customer Service, 000 0xx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, by calling (000) 000-0000 or by emailing: xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx.
1. Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit B hereto, dated March August 15, 2016. The undersigned, the Executive Vice President, Chief Financial Officer, and Treasurer of BPG Subsidiary Inc., a Delaware corporation, which, in turn, is the sole member of Brixmor OP GP LLC, a Delaware limited liability company, which, in turn, is the sole general partner of Brixmor Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”). Capitalized terms used and not defined herein shall have the meaning assigned to such terms in the Underwriting Agreement (as defined below). Pursuant to Section 5(h) of the Underwriting Agreement, dated as of August 15, 2016 (the “Underwriting Agreement”), by and among the Operating Partnership and X.X. Xxxxxx Securities LLC, Barclays Capital Inc., Xxxxxxxxx LLC and Xxxxx Fargo Securities, LLC, as representatives of the several underwriters, relating to the offering and sale by the Operating Partnership of $500,000,000 aggregate principal amount of 3.250% Senior Notes due 2023 (the “Securities”), hereby certifies that she is authorized to execute this certificate (the “Certificate”) in the name and on behalf of the Operating Partnership. The undersigned also hereby certifies, in her capacity as Executive Vice President Chief Financial Officer, and Treasurer of the Operating Partnership, as follows:
(a) I have (1) overseen the preparation of the financial and other data circles on the attached Exhibit A and (2) reviewed the financial data and other data circles on the attached Exhibit B (collectively, 2017the “Financial Information”), which is included in the Registration Statement and the General Disclosure Package.
(b) In connection with the preparation of the Financial Information on Exhibit A or the review of the Financial Information on Exhibit B, as applicable, I have made such review and inquiries as I have deemed necessary to confirm the accuracy and completeness of such data. In the course of such reviews and inquiries, nothing has come to my attention that has caused me to believe that the Financial Information is not accurately derived from the Operating Partnership’s accounting books, the Operating Partnership’s records or from reliable third party sources, or that such Financial Information does not fairly and accurately state the information presented therein.
Appears in 1 contract
Samples: Underwriting Agreement (Brixmor Operating Partnership LP)
