Pricing Agreement
Exhibit 1.2
EXECUTION VERSION
August 19, 2019
BOFA SECURITIES, INC.
XXXXXXXXX LLC
XXXXX FARGO SECURITIES, LLC
| c/o | BofA Securities, Inc. |
| Xxx Xxxxxx Xxxx |
| Xxx Xxxx, Xxx Xxxx 00000 |
| Xxxxxxxxx LLC |
| 000 Xxxxxxx Xxxxxx |
| Xxx Xxxx, Xxx Xxxx 00000 |
| Xxxxx Fargo Securities, LLC |
| 000 Xxxxx Xxxxx Xxxxxx |
| Xxxxxxxxx, Xxxxx Xxxxxxxx 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 August 19, 2019 (the “Underwriting Agreement”), between the Company on the one hand and BofA Securities, Inc., Xxxxxxxxx LLC 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, 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.
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime.
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime.
For purposes of foregoing two paragraphs, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
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]
EXECUTION VERSION
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 Xxxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxxx | |
| Title: | Executive Vice President Chief Financial Officer and Treasurer | |
[Pricing Agreement Signature Page]
EXECUTION VERSION
| BOFA SECURITIES, INC. | ||
| XXXXXXXXX LLC | ||
| XXXXX FARGO SECURITIES, LLC | ||
| BofA Securities, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | |
| Title: | Managing Director Investment Banking | |
| Xxxxxxxxx LLC | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Managing Director | |
| Xxxxx Fargo Securities, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Director | |
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 |
|||
| BofA Securities, Inc. |
$ | 22,667,000 | ||
| Xxxxxxxxx LLC |
$ | 22,667,000 | ||
| Xxxxx Fargo Securities, LLC |
$ | 22,666,000 | ||
| Citigroup Global Markets Inc. |
$ | 4,000,000 | ||
| Deutsche Bank Securities Inc. |
$ | 4,000,000 | ||
| X.X. Xxxxxx Securities LLC |
$ | 4,000,000 | ||
| Regions Securities LLC |
$ | 4,000,000 | ||
| Scotia Capital (USA) Inc. |
$ | 4,000,000 | ||
| SunTrust Xxxxxxxx Xxxxxxxx, Inc. |
$ | 4,000,000 | ||
| TD Securities (USA) LLC |
$ | 4,000,000 | ||
| U.S. Bancorp Investments, Inc. |
$ | 4,000,000 | ||
|
|
|
|||
| Total |
$ | 100,000,000 | ||
|
|
|
|||
SCHEDULE II1
Title of Designated Securities:
3.20% Notes due 2029 (the “Designated Securities”)
Aggregate principal amount:
$100,000,000
Price to Public:
103.813% of the principal amount of the Designated Securities, plus accrued interest of $657,777.78 from, and including, June 7, 2019 to, but excluding, the settlement date
Purchase Price by Underwriters:
103.163% of the principal amount of the Designated Securities, plus accrued interest of $657,777.78 from, and including, June 7, 2019 to, but excluding, the settlement date
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:
June 15, 2029
Interest Rate:
3.20% per year
Interest Payment Dates:
June 15 and December 15, beginning on December 15, 2019
| 1 | The terms of the 3.20% Notes due 2029, other than their issue date, issue price and, if applicable, first interest payment date and initial interest accrual date will be identical to the terms of and will be part of the same series as the Company’s outstanding 3.20% Notes due 2029 ($300 million of which were originally issued on June 7, 2019). (However, for U.S. federal income tax purposes the Notes offered hereby will be deemed to have the same issue date and issue price as the existing notes). |
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 and the Issuer Free Writing Prospectus
Sinking Fund Provisions:
None
Defeasance provisions:
The defeasance and covenant defeasance provisions of the Indenture apply to the Designated Securities
Applicable Time:
2:45 p.m. (Eastern time) on August 19, 2019 or such other time as agreed by the Company and the Representatives
Time of Delivery:
August 21, 2019
Closing Location:
Sidley Austin LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Underwriting Agreement Section 12 Notice Information:
BofA Securities, Inc.
00 Xxxxxxxxxxx Xxxxx, XX0-000-00-00
Xxx Xxxx, Xxx Xxxx 00000
Attention: High Grade Transaction Management/Legal
Facsimile: (000) 000-0000
Jefferies LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
Xxxxx Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Transaction Management
