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EXHIBIT 1.02
EXCEL REALTY TRUST, INC.
(a Maryland Corporation)
6 7/8% Senior Notes due 2004
TERMS AGREEMENT
October 9, 1997
To: Excel Realty Trust, Inc.
00000 Xxx Xxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
We understand that Excel Realty Trust, Inc., a Maryland corporation (the
"Company"), proposes to issue and sell $75,000,000 aggregate principal amount of
its 6 7/8% Senior Notes due October 15, 2004 (the "Underwritten Securities").
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 principal amount of Underwritten Securities
opposite their names set forth below at the purchase price set forth below.
Principal Amount
Underwriter of Underwritten Securities
----------- --------------------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated.................................... $33,750,000
Prudential Securities Incorporated.............................. 7,500,000
Salomon Brothers Inc............................................ 18,750,000
Xxxxx Xxxxxx Inc................................................ 7,500,000
UBS Securities LLC.............................................. 7,500,000
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Total $75,000,000
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The Underwritten Securities shall have the following terms:
6 7/8% SENIOR NOTES DUE OCTOBER 15, 2004
Title: 6 7/8% Senior Notes due 2004
Rank: The Underwritten Securities will be direct, unsecured obligations of the
Company and will rank equally with all other unsecured and
unsubordinated indebtedness of the Company.
Ratings: Baa3 from Xxxxx'x Investors Service, Inc. and BBB- from Standard &
Poor's Corporation.
Aggregate principal amount: $75,000,000
Denominations: $1,000 and integral multiples thereof
Currency of payment: United States Dollars
Interest rate or formula: 6 7/8% per annum
Interest payment dates: April 15 and October 15, commencing April 15, 1998
Regular record dates: April 1 and October 1
Stated maturity date: October 15, 2004
Redemption provisions: The Underwritten Securities will be redeemable at the
option of the Company, in whole or in part, at any time on or after
October 15, 2002, at the redemption prices set forth in the Prospectus
Supplement dated October 9, 1997 relating to the Debt Securities, plus
accrued and unpaid interest.
Fixed or Variable Price Offering: Fixed Price Offering
If Fixed Price Offering, initial public offering price per share:
99.415% of the principal amount, plus accrued interest, if any, from
October 15, 1997.
Purchase price per share: 98.79% of principal amount, plus accrued interest, if
any, from October 15, 1997.
Form: Global Note
Other terms and conditions: None
Closing date and location: October 15, 1997, 9:00 AM EST, Xxxxx & Xxxx LLP, Xxx
Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
All of the provisions contained in the document attached as Annex I
hereto entitled "EXCEL REALTY TRUST, INC.-- Common Stock, Preferred Stock,
Depositary Shares, Warrants and 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.
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Please accept this offer no later than 6:00 P.M. (New York City time) on
October 9, 1997 by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us.
Very truly yours,
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
PRUDENTIAL SECURITIES INCORPORATED
SALOMON BROTHERS INC.
XXXXX XXXXXX INC.
UBS SECURITIES LLC
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Signatory
Acting on behalf of itself and the other named
Underwriters.
Accepted:
EXCEL REALTY TRUST, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
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