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EXHIBIT 1.1
JDN REALTY CORPORATION
(a Maryland corporation)
$75,000,000 6.918% MandatOry Par Put Remarketed Securities(SM) ("MOPPRS(SM)")
due March 31, 2013
TERMS AGREEMENT
March 25, 1998
JDN Realty Corporation
000 Xxxx Xxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Dear Sirs:
The undersigned underwriters (the "Underwriters") understand that JDN
Realty Corporation, a Maryland corporation (the "Company"), proposes to issue
and sell $75,000,000 aggregate principal amount of its 6.918% MandatOry Par Put
Remarketed Securities(SM) ("MOPPRS(SM)") due March 31, 2013 (the "Underwritten
Securities") which are part of the series of Medium-Term Notes Due Nine Months
or More From Date of Issue of the Company. Subject to the terms and conditions
set forth herein or incorporated by reference herein, the Underwriters offer to
purchase, severally and not jointly, the principal amount of Underwritten
Securities set forth below opposite their respective names at 102.13% of the
principal amount thereof together with accrued interest thereon, if any, from
March 31, 1998.
Principal Amount
Underwriter of MOPPRS
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated..................................... $45,750,000
BT Alex. Xxxxx Incorporated.................................. 9,750,000
Xxxxxx Xxxxxxx & Co. Incorporated............................ 9,750,000
Salomon Brothers Inc ........................................ 9,750,000
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Total .......................................... $75,000,000
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The Underwritten Securities shall have the following terms:
Principal Amount to be issued: $75,000,000
Form: Registered book-entry form
Interest Rate to Remarketing Date: 6.918%
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"MandatOry Par Put Remarketed Securities(SM)" and "MOPPRS(SM)" are service
marks owned by Xxxxxxx Xxxxx & Co., Inc.
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Current ratings: Baa3 by Xxxxx'x Investors Service, Inc.
BBB- by Standard & Poor's Ratings Services
BBB- by Duff & Xxxxxx Credit Rating Co.
Interest payable: March 31 and September 30 of each year (each, an
"Interest Payment Date"), commencing on
September 30, 1998
Stated Maturity Date: March 31, 2013
Remarketing Date: March 31, 2003
Base Rate: 5.637%
Purchase Price: 102.13% ($76,597,500), plus accrued interest, if
any, from March 31, 1998
Initial price to public: At varying prices related to the prevailing market
prices at the time of the sale
Settlement Date, Time and Place: March 31, 1998, at 9:00 a.m. New York City time
at the offices of Xxxxx & Xxxxxxx, 000 00 Xxxxxx,
X.X., Xxxxxxxxxx, XX 00000 for the delivery of
documents; delivery of funds on March 31, 1998
in accordance with DTC procedures for medium-term
notes
Redemption provisions: Subject to repurchase or redemption only upon the
terms set forth in the Underwritten Securities
Repayment provisions: None
Specified Currency: U.S. dollars
Authorized Denominations: $1,000 and integral multiples thereof
Additional/Other Terms: As set forth below
All the provisions contained in the Distribution Agreement, dated
February 5, 1998 (the "Distribution Agreement"), among the Company and Xxxxxxx
Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated, BT Alex.
Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated and Salomon Brothers Inc,
attached hereto as Annex A, 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 except as
modified herein. Terms defined in the Distribution Agreement are used herein as
therein defined.
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Notwithstanding Section 10(e) of the Distribution Agreement, the
Underwriters will pay the reasonable fees and disbursements of counsel to the
Underwriters incurred in connection with the issuance and sale of the
Underwritten Securities.
The following documents will be required on the Settlement Date (as
defined above):
1. Officers' Certificate pursuant to Section 7(b) of the Distribution
Agreement;
2. Comfort letter pursuant to Section 7(d) of the Distribution
Agreement; and
3. Legal opinion of Company counsel pursuant to Section 7(c) of the
Distribution Agreement, modified to relate to the issuance of the Underwritten
Securities; provided, that such legal opinion shall be modified further to
include the following additional opinions:
"The Remarketing Agreement has been duly authorized, executed
and delivered by the Company and, assuming due authorization, execution
and delivery thereof by the Remarketing Dealer, constitutes a legal,
valid and binding agreement of the Company, enforceable in accordance
with its terms, except (A) as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other laws affecting creditors' rights generally, (B)
that the remedy of specific performance and injunctive and other forms
of equitable relief are subject to certain equitable defenses and to
the discretion of the court before which any proceeding therefor may be
brought, and (C) as such enforceability may be subject to limitations
on rights to indemnity or contribution or both by Federal or state
securities laws or the public policies underlying such laws."
"The Underwritten Securities have been duly and validly
authorized by all necessary actions and, when executed, authenticated
and delivered in accordance with the Indenture (as supplemented and
otherwise modified) against payment of the purchase price therefor as
provided in the Distribution Agreement and Terms Agreement, will be
entitled to the benefits of the Indenture (as supplemented and
otherwise modified) and will be valid and legally binding obligations
of the Company, enforceable against the Company in accordance with
their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting creditors' rights generally or by general
equitable principles."
"The Terms Agreement has been duly authorized, executed and
delivered by the Company and the Company has the power and authority to
perform its obligations thereunder."
Section 2 of the Distribution Agreement is hereby amended (i) by
deleting the words "statements of operations, shareholders' equity" appearing in
the fifth and sixth lines of Paragraph (vi) and inserting in lieu thereof the
words "results of operations" and (ii) by adding in the sixth line of Paragraph
(xxii) immediately after the word "paid" the words "except where failure to pay
would not result in a Material Adverse Effect".
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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,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
BT ALEX. XXXXX INCORPORATED
XXXXXX XXXXXXX & CO. INCORPORATED
SALOMON BROTHERS INC
By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By: /s/ Xxxxx Xxxxxxxx
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Authorized Signatory
For itself and as Representative of the other
Underwriters named herein
Accepted:
JDN REALTY CORPORATION
By: /s/ J. Xxxxxx Xxxxxxx
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Name: J. Xxxxxx Xxxxxxx
Title: Chief Executive Officer
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