Pricing Agreement
Exhibit 1.2
August 10, 2009
X.X. XXXXXX SECURITIES INC.
XXXXX FARGO SECURITIES, LLC
| c/o | X.X. Xxxxxx Securities Inc. |
| 000 Xxxx Xxxxxx |
| Xxx Xxxx, XX 00000 |
| Xxxxx Fargo Securities, LLC |
| 000 X. Xxxxxxx Xxxxxx |
| Xxxxxxxxx, XX 00000-0000 |
Ladies and Gentlemen:
Federal Realty Investment Trust, a Maryland real estate investment trust (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated August 10, 2009 (the “Underwriting Agreement”), between the Company on the one hand and X.X. Xxxxxx Securities Inc. and Xxxxx Fargo Securities, LLC, acting for themselves and as representatives of the Underwriters named in Schedule I hereto (collectively, the “Underwriters”), on the other hand, to issue and sell to the Underwriters the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus and the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and the General Disclosure Package (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the General Disclosure Package and the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.
A supplement to the Prospectus relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly,
1
to purchase from the Company, at the Time of Delivery and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
The obligations of the Underwriters under this Pricing Agreement and the Underwriting Agreement incorporated herein are several and not joint.
This Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
If the foregoing is in accordance with your understanding, please sign and return this Pricing Agreement to us, and upon acceptance hereof by you, this Pricing Agreement and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between the Underwriters and the Company.
| Very truly yours, | ||||
| FEDERAL REALTY INVESTMENT TRUST | ||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Senior Vice President-Chief Financial Officer and Treasurer | |||
Accepted as of the date hereof:
X.X. XXXXXX SECURITIES INC.
XXXXX FARGO SECURITIES, LLC
| By: X.X. Xxxxxx Securities Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx Title: Vice President | ||
| By: Xxxxx Fargo Securities, LLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx Title: Vice President | ||
For themselves and as Representatives of the Underwriters named in Schedule I to this Pricing Agreement.
3
SCHEDULE I
| Underwriter |
Principal Amount of Notes | ||
| X.X. Xxxxxx Securities Inc. |
$ | 52,500,000 | |
| Xxxxx Fargo Securities, LLC |
52,500,000 | ||
| Citigroup Global Markets Inc. |
11,250,000 | ||
| PNC Capital Markets LLC |
11,250,000 | ||
| Xxxxxx Xxxxxx & Company, Inc. |
7,500,000 | ||
| SunTrust Xxxxxxxx Xxxxxxxx, Inc. |
7,500,000 | ||
| Capital One Southcoast, Inc. |
4,500,000 | ||
| U.S. Bancorp Investments, Inc. |
3,000,000 | ||
| Total |
$ | 150,000,000 | |
SCHEDULE II
Title of Designated Securities:
5.95% Notes due 2014 (the “Designated Securities”)
Aggregate principal amount:
$150,000,000
Price to Public:
99.153% of the principal amount of the Designated Securities, plus accrued interest from August 13, 2009
Purchase Price by Underwriters:
98.553% of the principal amount of the Designated Securities
Specified funds for payment of purchase price:
Wire transfer of immediately available funds
Indenture:
Indenture, dated as of September 1, 1998, between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association, successor to First Union National Bank, as Trustee
Maturity:
August 15, 2014
Interest Rate:
5.95% per year
Interest Payment Dates:
February 15 and August 15, commencing February 15, 2010
Redemption Provisions:
The Designated Securities may be redeemed at any time at the Company’s option, in whole or in part, at a redemption price as described in the Prospectus Supplement
Sinking Fund Provisions:
None
Defeasance provisions:
The defeasance and covenant defeasance provisions of the Indenture apply to the Designated Securities
Applicable Time:
1:37 p.m. (Eastern time) on August 10, 2009 or such other time as agreed by the Company and the Representatives
Time of Delivery:
August 13, 2009
Closing Location:
Sidley Austin LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
