Exhibit 1.2
RECKSON OPERATING PARTNERSHIP, L.P.
(a Delaware limited partnership)
Debt Securities
TERMS AGREEMENT
January 14, 2004
To: Reckson Operating Partnership, L.P.
c/o Reckson Associates Realty Corp.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We understand that Reckson Operating Partnership, L.P. (the
"Operating Partnership") proposes to issue and sell $150,000,000 in aggregate
principal amount of its 5.15% Notes due January 15, 2011 (the "Notes").
Subject to the terms and conditions set forth or incorporated by reference
herein, the underwriters named below (the "Underwriters") offer to purchase,
severally and not jointly, the respective aggregate principal amount of Notes
set forth below opposite their names at the purchase price set forth below.
Aggregate Principal Amount
Of Notes
Underwriter
Citigroup Global Markets Inc. $57,000,000
X.X. Xxxxxx Securities Inc. $57,000,000
BNY Capital Markets, Inc. $6,000,000
McDonald Investments Inc. $6,000,000
PNC Capital Markets, Inc. $6,000,000
UBS Securities LLC $6,000,000
Wachovia Capital Markets, LLC $6,000,000
Xxxxx Fargo Brokerage Services, LLC $6,000,000
Total: $150,000,000
============
The Notes shall have the following terms:
Title: 5.15% Notes due 2011
Rank: The Notes will be unsecured
obligations and will rank equally
with each other and with all of
our other unsecured senior
indebtedness, except that the
Notes will be effectively
subordinated to all of our secured
debt and to all liabilities of our
subsidiaries.
Ratings Ba1 by Xxxxx'x Investors Service
BBB- by Standard & Poor's
Aggregate Principal Amount: $150,000,000
Aggregate Principal Amount of
Option Notes: N/A
Initial public offering price: 99.735% of the principal amount, plus
accrued interest or amortized original
issue discount amount, if any,
from the date of issuance.
Purchase price: 99.110% of the principal amount, plus
accrued interest or amortized original
issue discount amount, if any, from the
date of issuance (payable in same day
funds).
Interest rate: The interest rate for the Notes is
5.15%.
Interest Payment Dates: Interest on the Notes is payable
semi-annually in arrears on July 15
and January 15 of each year, commencing
July 15, 2004.
Maturity Dates: The Notes will mature on January 15,
2011.
Redemption provisions: The Notes are redeemable at any time
at the option of the Operating
Partnership, in whole or in part,
at a redemption price equal to the
sum of (i) the principal amount of
the Notes being redeemed, (ii)
unpaid interest accrued thereon to
the redemption date and (iii) the
Make-Whole Amount, if any, with
respect to such Notes.
Sinking Fund requirements: N/A
Conversion provisions: N/A
Other terms and conditions: N/A
Closing date and location: January 22, 2004 at the offices of
Sidley Xxxxxx Xxxxx & Xxxx LLP, 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
All of the provisions contained in the document attached as Annex I
hereto entitled "RECKSON OPERATING PARTNERSHIP, L.P. -- Debt Securities --
UNDERWRITING AGREEMENT" are hereby incorporated by reference in their entirety
herein and shall be deemed to be a part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Terms defined
in such document are used herein as therein defined.
Please accept this offer no later than 5 o'clock p.m. (New York City
time) on January 14, 2004 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
X.X. XXXXXX SECURITIES
INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Acting on behalf of themselves and as Representatives for the other
named Underwriters.
Accepted:
RECKSON OPERATING PARTNERSHIP, L.P.
By: RECKSON ASSOCIATES REALTY CORP., its sole general partner
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Executive Vice President
and Chief Financial Officer
