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EXHIBIT 1.1
PAN PACIFIC RETAIL PROPERTIES, INC.
("COMPANY")
DEBT SECURITIES
TERMS AGREEMENT
April 6, 2001
To: The Representative of the Underwriters identified herein
Dear Sirs and Mesdames:
The undersigned agrees to sell to the several Underwriters named in
Schedule A hereto for their respective accounts, and the Underwriters agree,
severally but not jointly, to purchase, on and subject to the terms and
conditions of the Underwriting Agreement attached hereto ("UNDERWRITING
AGREEMENT"), the following securities ("OFFERED SECURITIES") on the following
terms:
TITLE OF OFFERED SECURITIES: 7.950% Notes Due 2011
AGGREGATE PRINCIPAL AMOUNT OF OFFERED SECURITIES: $150,000,000
INTEREST: 7.950% per annum, from April 11, 2001 or from the most recent
date to which interest has been paid or duly provided for, payable
semiannually in arrears on each April 15 and October 15, commencing October
15, 2001, to holders of record on the preceding April 1 and October 1, as
the case may be.
MATURITY: April 15, 2011
OPTIONAL REDEMPTION: At the option of the Company at any time, in whole
or in part, at a redemption price equal to the sum of (i) the principal
amount of the Offered Securities (or portion thereof) being redeemed plus
accrued interest thereon to the redemption date and (ii) the make-whole
amount (UST+25), if any, with respect to the Offered Securities (or portion
thereof).
SINKING FUND: None
LISTING: None
PURCHASE PRICE: The purchase price for the Offered Securities to be
paid by the several Underwriters shall be 98.575% of the principal amount,
plus accrued interest, if any, from April 11, 2001, if any.
EXPECTED REOFFERING PRICE: The initial public offering price for the
Offered Securities shall be 99.225% of the principal amount, plus accrued
interest, if any, from April 11, 2001.
CLOSING DATE: 7:00 A.M. (Pacific Time) on April 11, 2001, at the
offices of Xxxxxx & Xxxxxxx, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxx Xxxx,
Xxxxxxxxxx 00000.
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METHOD OF PAYMENT: Wire transfer in Federal (same day) funds.
SECURITIES REMAINING UNDER SHELF: Immediately prior to the issuance of
the Offered Securities on the Closing Date, no securities have been issued
under the Registration Statement.
SETTLEMENT AND TRADING: Book-Entry only via DTC.
BLACKOUT: Until the Closing Date.
UNDERWRITERS:
The names of the Underwriters and the respective aggregate principal
amounts of the Offered Securities to be purchased by each of the
Underwriters are set forth opposite their names in Schedule A hereto.
Notices to Underwriters: Credit Suisse First Boston Corporation,
Eleven Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Transactions Advisory Group.
Banc of America Securities LLC
Bank of America Corporate Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Transaction Management
The provisions of the Underwriting Agreement are incorporated herein by
reference.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of the following information in the Preliminary
Prospectus and the Prospectus furnished on behalf of each Underwriter: (1)
the third paragraph under the caption "Underwriting; (2) the second
sentence in the fifth paragraph under the caption "Underwriting"; and (3)
the eighth paragraph under the caption "Underwriting".
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If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company
and the several Underwriters in accordance with its terms.
Very truly yours,
PAN PACIFIC RETAIL PROPERTIES, INC.
By /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President,
Chief Financial Officer
The foregoing Terms Agreement is
hereby confirmed and accepted as
of the date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
By /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Director
BANC OF AMERICA SECURITIES LLC
By /s/ XXXX XXXXXXXXX
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Name: Xxxx XxXxxxxxx
Title: Managing Director
Acting on behalf of themselves and
as the Representatives of the
several Underwriters.
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SCHEDULE A
AGGREGATE
UNDERWRITER PRINCIPAL
----------- AMOUNT
------
Credit Suisse First Boston Corporation ................... $60,000,000
Banc of America Securities LLC .......................... $45,000,000
CIBC World Markets Corp................................... $7,500,000
Dresdner Kleinwort Xxxxxx North America LLC............... $7,500,000
X.X. Xxxxxxx & Sons, Inc.................................. $7,500,000
First Union Securities, Inc............................... $7,500,000
McDonald Investments Inc.................................. $7,500,000
UBS Warburg LLC........................................... $7,500,000
Total.................................. $150,000,000
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