Exhibit 1.1
EXECUTION COPY
BRE PROPERTIES, INC.
("Company")
Debt Securities
TERMS AGREEMENT
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March 5, 2002
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,
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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: 5.95% Notes due 2007.
Aggregate Principal Amount of Offered Securities: $150,000,000
Interest: 5.95% per annum, from March 12, 2002 or from the most recent
date to which interest has been paid or duly provided for, payable
semiannually in arrears on each March 15 and September 15, commencing
September 15, 2002, to holders of record on the preceding March 1 or
September 1, as the case may be.
Maturity: March 15, 2007.
Optional Redemption: The Offered Securities are redeemable at the
option of the Company, in whole or in part, at any time, at the make-whole
redemption price described in the Officers' Certificate establishing the
terms of the Offered Securities pursuant to the Indenture.
Sinking Fund: None.
Listing: None.
Purchase Price: The purchase price for the Offered Securities to be
paid by the several Underwriters shall be 99.382% of the principal amount,
plus accrued interest, if any, from March 12, 2002.
Expected Reoffering Price: The initial public offering price for the
Offered Securities shall be 99.982% of the principal amount, plus accrued
interest, if any, from March 12, 2002.
Closing Date: 10:00 A.M. (New York Time) on March 12, 2002, at the
offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
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, securities with an aggregate
principal amount of $700,000,000, exclusive of the Offered Securities, were
available for issuance 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.
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Notices to Underwriters: Credit Suisse First Boston Corporation, Eleven
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Transactions Advisory
Group.
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 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 seventh 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,
BRE PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Executive Vice President,
Chief Financial Officer
and Secretary
The foregoing Terms Agreement is hereby
confirmed and accepted as of the date
first above written.
Credit Suisse First Boston Corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
Acting on behalf of itself and
as the Representative of the
several Underwriters.
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SCHEDULE A
Aggregate
Underwriter Principal
----------- Amount
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Credit Suisse First Boston Corporation ................ $ 90,000,000
Xxxxxxx, Xxxxx & Co. .................................. $ 37,500,000
Banc of America Securities LLC ........................ $ 7,500,000
Banc One Capital Markets, Inc ......................... $ 7,500,000
First Union Securities, Inc. .......................... $ 7,500,000
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Total .............................. $150,000,000
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