COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities TERMS AGREEMENT
Exhibit 1.2
COLONIAL REALTY LIMITED PARTNERSHIP
(a Delaware Limited Partnership)
(a Delaware Limited Partnership)
Debt Securities
Dated: August 24, 2006
To: | COLONIAL REALTY LIMITED PARTNERSHIP 0000 0xx Xxxxxx Xxxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 |
Attention:
Ladies and Gentlemen:
We (the “Representatives”) understand that Colonial Realty Limited Partnership, a Delaware
limited partnership (the “Operating Partnership”), proposes to issue and sell $275,000,000
aggregate principal amount of its senior debt securities (such debt securities being hereinafter
referred to as 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 respective principal amounts of Underwritten Securities
(as defined in the Underwriting Agreement referenced below) set forth below opposite their
respective names at the purchase price set forth below.
Principal Amount of | ||||
Underwriter | Underwritten Securities | |||
UBS Securities LLC |
82,500,000 | |||
Bear, Xxxxxxx & Co. Inc. |
82,500,000 | |||
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated |
82,500,000 | |||
PNC Capital Markets LLC |
13,750,000 | |||
Xxxxxx Xxxxxx & Company, Inc. |
13,750,000 | |||
Total |
$ | 275,000,000 | ||
The Underwritten Securities shall have the following terms:
Title:
|
6.05% Senior Notes due 2016 | |
Rank:
|
Pari passu with all other unsecured and unsubordinated indebtedness of the Operating Partnership | |
Ratings:
|
Baa3/BBB-/BBB- (Expected) | |
Aggregate principal amount:
|
$275,000,000 | |
Denominations:
|
$1,000 and integral multiples thereof | |
Currency of payment:
|
U.S. dollars | |
Interest rate or formula:
|
6.05% per annum | |
Interest payment dates:
|
Payable semi-annually in arrears on each March 1 and September 1, commencing March 1, 2007 | |
Regular record dates:
|
February 15 and August 15, as applicable | |
Stated maturity date:
|
September 1, 2016 | |
Redemption provisions:
|
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 Underwritten Securities being redeemed plus accrued but unpaid interest to the redemption date; and (ii) the Make-Whole Amount, if any | |
Make-Whole Amount:
|
Treasury plus 0.20% |
Sinking fund requirements:
|
N/A | |
Conversion provisions:
|
N/A | |
Listing requirements:
|
N/A | |
Black-out provisions:
|
The Operating Partnership will not from the date of this Terms Agreement through the Closing Time, without the prior written consent of UBS Securities LLC, after UBS Securities LLC’s consultation with Bear, Xxxxxxx & Co. Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, offer, sell or contract to sell, 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 Operating Partnership or any affiliate of the Operating Partnership or any person in privity with the Operating Partnership or any Affiliate of the Operating Partnership), directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Operating Partnership (other than the Underwritten Securities listed above). | |
Fixed or Variable Price Offering:
|
Fixed Price Offering | |
Initial public offering price per Underwritten Security: |
99.637 % of the principal amount, plus accrued interest, if any, from August 29, 2006 | |
Purchase price per Underwritten Security: |
98.987% of the principal amount, plus accrued interest, if any, from August 29, 2006 | |
Other terms and conditions:
|
N/A | |
Closing date and location:
|
August 29, 2006 at Sidley Austin LLP at 9:00 A.M. |
All the provisions contained in the Underwriting Agreement of even date herewith between the
Underwriters and the Operating Partnership 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 by signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us.
Very truly yours, | ||||
UBS SECURITIES LLC | ||||
as Representative of the several | ||||
Underwriters named herein | ||||
/s/ Xxxxx Xxxxxxx | ||||
Name: Xxxxx Xxxxxxx | ||||
Title: Executive Director | ||||
/s/ Xxxx Xxxxxxx | ||||
Name: Xxxx Xxxxxxx | ||||
Title: Director |
Accepted:
COLONIAL REALTY LIMITED PARTNERSHIP,
the Operating Partnership
the Operating Partnership
By:
|
Colonial Properties Trust | |||
(its general partner) | ||||
By: |
/s/ Xxxxxx X. Xxxxxxx | |||
Name: Xxxxxx X. Xxxxxxx | ||||
Title: President and Chief Financial Officer |
Schedule A
Schedule of Issuer Free Writing Prospectus included in the General Disclosure Package
This information supplements the information contained in the
preliminary prospectus supplement dated August 24, 2006 to Prospectus dated July 11, 2005.
preliminary prospectus supplement dated August 24, 2006 to Prospectus dated July 11, 2005.
6.05% Senior Notes due 2016
Issuer:
|
Colonial Realty Limited Partnership | |
Type of Offering:
|
SEC Registered | |
Ranking:
|
Senior Unsecured | |
Principal Amount:
|
$275,000,000 | |
Maturity Date:
|
September 1, 2016 | |
Trade Date:
|
August 24, 2006 | |
Settlement Date:
|
August 29, 2006 | |
Interest Accrual Date:
|
August 29, 2006 | |
Public Offering Price:
|
99.637% | |
Underwriting Discount
|
.65% | |
Coupon:
|
6.05% | |
Interest Payment Dates:
|
Each March 1 and September 1, commencing March 1, 2007 | |
Day Count Convention:
|
30/360 | |
Optional Redemption:
|
Treasuries plus 20 basis points | |
Expected Ratings:
|
Baa3 / BBB- / BBB- | |
Joint Book-Running Managers:
|
UBS Securities LLC, Bear, Xxxxxxx & Co. Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated | |
Co Managers:
|
PNC Capital Markets LLC and Xxxxxx Xxxxxx & Company, Inc. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
toll-free 0-000-000-0000 x0000.