Exhibit 1.2
EXECUTION COPY
RECKSON ASSOCIATES REALTY CORP.
(a Maryland corporation)
Common Stock
TERMS AGREEMENT
September 14, 2004
To: Reckson Associates Realty Corp.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We understand that Reckson Associates Realty Corp., a
Maryland corporation (the "Company"), proposes to issue and sell 5,000,000
shares of its common stock, par value $0.01 per share (the "Common Stock"
and/or the "Initial Underwritten Securities"). Subject to the terms and
conditions set forth or incorporated by reference herein, Citigroup Global
Markets Inc. (the "Underwriter") offers to purchase 5,000,000 shares of
Initial Underwritten Securities at the purchase price set forth below.
The Underwritten Securities shall have the following terms:
Title: Common Stock
Number of Initial Underwritten Securities: 5,000,000
Initial public offering price per share $27.50
Purchase price per share: $27.39
Listing requirements: NYSE
Lock-up provisions: See attached lock-up agreement
Other terms and conditions: N/A
Closing date and location: September 20, 2004 at the office
of Sidley Xxxxxx Xxxxx & Xxxx LLP
at 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000
All of the provisions contained in the document attached as Annex I
hereto entitled "RECKSON ASSOCIATES REALTY CORP.--Common Stock, Warrants to
Purchase Common Stock, Preferred Stock, Depositary Shares and Warrants to
Purchase Preferred Stock -- Underwriting Agreement" are hereby incorporated by
reference in their entirety herein and shall
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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.
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Please accept this offer no later than 7 o'clock p.m. (New York City
time) on September 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 Xxx
--------------------------------
Name: Xxxx Xxx
Title: Authorized Signatory
Accepted:
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Xxxxx Xxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and President
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Lock-Up Agreement
[Letterhead of officer or director of Reckson
Associates Realty Corp.]
Reckson Associates Realty Corp.
Public Offering of Common Stock
September 20, 2004
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This letter is being delivered to you in connection with the Terms
Agreement (the "Terms Agreement"), dated September 14, 2004, between Reckson
Associates Realty Corp., a Maryland corporation (the "Company"), and you,
relating to an underwritten public offering of Common Stock, $0.01 par value
(the "Common Stock"), of the Company.
In order to induce you to enter into the Terms Agreement, the undersigned
will not, without the prior written consent of Citigroup Global Markets Inc.,
offer, sell, contract to sell, pledge or otherwise dispose of (or enter into
any transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the undersigned or any
affiliate of the undersigned or any person in privity with the undersigned or
any affiliate of the undersigned), directly or indirectly, including the
filing (or participation in the filing) of a registration statement with the
Securities and Exchange Commission in respect of, or establish or increase a
put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder with respect to, any shares of capital stock
of the Company or any securities convertible into or exercisable or
exchangeable for such capital stock, or publicly announce an intention to
effect any such transaction, for a period of sixty days after the date of the
Terms Agreement, other than shares of Common Stock disposed of as bona fide
gifts approved by Citigroup Global Markets Inc.
If for any reason the Terms Agreement shall be terminated prior to the
Closing Date (as defined in the Terms Agreement), the agreement set forth
above shall likewise be terminated.
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