Pricing Agreement
Exhibit 1.2
EXECUTION COPY
March 11, 2015
XXXXX FARGO SECURITIES, LLC
DEUTSCHE BANK SECURITIES INC.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
| c/o | Wells Fargo Securities, LLC |
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 10005
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
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 March 11, 2015 (the “Underwriting Agreement”), between the Company on the one hand and Xxxxx Fargo Securities, LLC, Deutsche Bank Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 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, 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.
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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/ Xxxxx X. Xxxxxx, Xx. | |
| Name: | Xxxxx X. Xxxxxx, Xx. | |
| Title: | Executive Vice President-Chief Financial Officer and Treasurer | |
Pricing Agreement Signature Page
Accepted as of the date hereof:
| XXXXX FARGO SECURITIES, LLC | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX | ||
| INCORPORATED | ||
| By: | Xxxxx Fargo Securities, LLC | |
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Director | |
| By: | Deutsche Bank Securities Inc. | |
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Managing Director Debt Capital Markets Coverage – Corporate | |
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | |
| Title: | Director | |
| By: | Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx | |
| Incorporated | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director Co-Head of Americas Real Estate Investment Banking | |
For themselves and as Representatives of the Underwriters named in Schedule I to this Pricing Agreement.
Pricing Agreement Signature Page
SCHEDULE I
| Underwriter |
Principal Amount of Notes |
|||
| Xxxxx Fargo Securities, LLC |
$ | 48,000,000 | ||
| Deutsche Bank Securities Inc. |
44,000,000 | |||
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
44,000,000 | |||
| Regions Securities LLC |
20,000,000 | |||
| SunTrust Xxxxxxxx Xxxxxxxx, Inc. |
20,000,000 | |||
| Capital One Securities, Inc. |
10,000,000 | |||
| PNC Capital Markets LLC |
10,000,000 | |||
| TD Securities (USA) LLC |
4,000,000 | |||
|
|
|
|||
| Total |
$ | 200,000,000 | ||
|
|
|
|||
SCHEDULE II
Title of Designated Securities:
4.50% Notes due 2044 (the “Designated Securities”)
Aggregate principal amount:
$200,000,000
Price to Public:
105.379% of the principal amount of the Designated Securities, plus accrued and unpaid interest from and including November 14, 2014 (the date of issuance of the original $250,000,000 aggregate principal amount of notes) to, but not including the issuance date of the notes offered hereby.
Purchase Price by Underwriters:
104.504% 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:
December 1, 2044
Interest Rate:
4.50% per year
Interest Payment Dates:
June 1 and December 1, beginning on June 1, 2015
Redemption Provisions:
The Designated Securities may be redeemed at any time at the Company’s option, in whole or in part, at redemption prices 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:
3:35 p.m. (Eastern time) on March 11, 2015 or such other time as agreed by the Company and the Representatives
Time of Delivery:
March 16, 2015
Closing Location:
Sidley Austin LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Underwriting Agreement Section 12 Notice Information:
Xxxxx Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Transaction Management
Facsimile: (000) 000-0000
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Debt Capital Markets
Facsimile: (000) 000-0000
With a copy to General Counsel
Facsimile: (000) 000-0000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
00 Xxxxxxxxxxx Xxxxx
XX0-000-00-00
Xxx Xxxx, Xxx Xxxx 00000
Attn: High Grade Transaction Management / Legal
Facsimile: (000) 000-0000
