Exhibit 1.2
EXECUTION COPY
RECKSON ASSOCIATES REALTY CORP.
(a Maryland corporation)
Class A Common Stock
TERMS AGREEMENT
March 9, 2004
To: Reckson Associates Realty Corp.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We understand that Reckson Associates Realty Corp., a Maryland
corporation (the "Company"), proposes to issue and sell 5,500,000 shares of
its Class A common stock, par value $0.01 per share (the "Common Stock" and/or
the "Initial Underwritten Securities"). Subject to the terms and conditions
set forth or incorporated by reference herein, Citigroup Global Markets Inc.
(the "Underwriter") offers to purchase 5,500,000 shares of Initial
Underwritten Securities at the purchase price set forth below, and the Option
Underwritten Securities (as defined in the Underwriting Agreement referred to
below) set forth below, to the extent any are purchased.
The Underwritten Securities shall have the following terms:
Title: Class A Common Stock
Number of Initial Underwritten Securities: 5,500,000
Number of Option Underwritten Securities: 825,000
Initial public offering price per share $27.35
Purchase price per share: $27.18
Listing requirements: NYSE
Lock-up provisions: See attached lock-up agreement
Other terms and conditions: N/A
Closing date and location: March 15, 2004 at the office
of Sidley Xxxxxx Xxxxx & Xxxx
LLP at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000
All of the provisions contained in the document attached as Annex I
hereto entitled "RECKSON ASSOCIATES REALTY CORP.--Common Stock, Warrants to
Purchase Common
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Stock, Preferred Stock, Depositary Shares and Warrants to Purchase Preferred
Stock -- Underwriting Agreement" 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.
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Please accept this offer no later than 7 o'clock p.m. (New York City
time) on March 9, 2004, by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us.
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxx X. Xxxxxxxxx
________________________________
Name: Xxxx X. Xxxxxxxxx
Title: Authorized Signatory
Accepted:
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Xxxxx Xxxxxxx
___________________________
Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and President
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Lock-Up Agreement
[Letterhead of officer or director of Reckson Associates Realty Corp.]
Reckson Associates Realty Corp.
Public Offering of Common Stock
March , 2004
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This letter is being delivered to you in connection with the Terms
Agreement (the "Terms Agreement"), dated March 9, 2004, between Reckson
Associates Realty Corp., a Maryland corporation (the "Company"), and you,
relating to an underwritten public offering of Common Stock, $ par value (the
"Common Stock"), of the Company.
In order to induce you to enter into the Terms Agreement, the
undersigned will not, without the prior written consent of Citigroup Global
Markets Inc., offer, sell, contract to sell, pledge 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
undersigned or any affiliate of the undersigned or any person in privity with
the undersigned or any affiliate of the undersigned), directly or indirectly,
including the filing (or participation in the filing) of a registration
statement with the Securities and Exchange Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder with respect to, any
shares of capital stock of the Company or any securities convertible into or
exercisable or exchangeable for such capital stock, or publicly announce an
intention to effect any such transaction, for a period of sixty days after the
date of the Terms Agreement, other than shares of Common Stock disposed of as
bona fide gifts approved by Citigroup Global Markets Inc.
If for any reason the Terms Agreement shall be terminated prior to the
Closing Date (as defined in the Terms Agreement), the agreement set forth
above shall likewise be terminated.
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