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EXHIBIT 1.02
6,000,000 Shares
EXCEL REALTY TRUST, INC.
(a Maryland Corporation)
Depositary Shares Each Representing
a 1/10th Fractional Interest In a Share of
Series B Cumulative Redeemable Preferred Stock
(Par Value $.01 Per Share of Preferred Stock)
(Liquidation Preference Equivalent to
$25.00 Per Depositary Share)
TERMS AGREEMENT
Dated: January 8, 1998
To: Excel Realty Trust, Inc.
00000 Xxx Xxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chairman of the Board of Directors
Dear Sirs:
We understand that Excel Realty Trust, Inc., a Maryland corporation (the
"Company"), proposes to issue and sell 6,000,000 depositary shares (the
"Depositary Shares") evidenced by depositary receipts (the "Depositary
Receipts") each representing a 1/10th fractional interest in a share of the
Company's Series B Cumulative Redeemable Preferred Stock, $.01 par value (the
"Series B Preferred Stock") (such Series B Preferred Stock, Depositary Shares
and Depositary Receipts being hereinafter referred to collectively as the
"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 numbers of shares of Initial
Underwritten Securities (as defined in the Underwriting Agreement referred to
below) set forth below opposite their respective names, and a proportionate
share of Option Securities (as defined in the Underwriting Agreement referred to
below) to the extent any are purchased, at the purchase price set forth below.
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Number of Shares
of Initial
Underwritten
Underwriter Securities
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Xxxxx Xxxxxx Inc.......................................... 1,110,000
X.X. Xxxxxxx & Sons, Inc.................................. 1,110,000
Xxxxxx Xxxxxxx & Co. Incorporated......................... 1,110,000
Prudential Securities Incorporated........................ 1,110,000
PaineWebber Incorporated.................................. 1,110,000
Bear, Xxxxxxx & Co. Inc................................... 25,000
Xxxxx & Company ......................................... 25,000
Xxxx Xxxxxxxx Incorporated................................ 25,000
EVEREN Securities, Inc.................................... 25,000
Xxxxxxxxxx & Co. Inc...................................... 25,000
First Albany Corporation.................................. 25,000
Gibraltar Securities Co................................... 25,000
Xxxxxx Xxxxxxxxxx Xxxxx Inc............................... 25,000
X.X. Xxxxxxxx & Co........................................ 25,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated...................... 25,000
XxXxxxxx & Company Securities, Inc........................ 25,000
XxXxxx, Xxxxx & Co., Inc.................................. 25,000
Xxxxxx Xxxxxx & Company, Inc.............................. 25,000
Xxxxx Xxxxxxx Inc......................................... 25,000
Xxxxxxx Xxxxx & Associates, Inc........................... 25,000
The Xxxxxxxx-Xxxxxxxx Company, LLC........................ 25,000
Xxxxxx Xxxxxxx Incorporated............................... 25,000
U.S. Clearing Corp........................................ 25,000
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Total 6,000,000
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The Underwritten Securities shall have the following terms:
Title of Securities: Depositary Shares Each Representing a 1/10th Fractional
Interest in a Share of 85/8% Series B Cumulative
Redeemable Preferred Stock.
Number of Shares: 6,000,000
Fractional interest of each share of Series B Preferred Stock represented by a
Depositary Share: 1/10th.
Current Ratings: Standard & Poor's Corporation: BBB-; Xxxxx'x Investors
Service, Inc.: Baa3
Dividend Rate: 85/8% of the liquidation preference per share of Series B
Preferred Stock per annum (or $2.15625 per Depositary Share).
Dividend Payment Dates: January 15, April 15, July 15 and October 15 (or, if not
a business day, then the immediately succeeding business
day), commencing on April 15, 1998.
Liquidation Preference: $250.00 per share of Series B Preferred Stock (or
$25.00 per Depositary Share).
Public offering price per Share: $25.00 plus accrued distributions, if any, from
the date of original issue.
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Purchase price per Share: $24.2125 plus accrued distributions, if any, from the
date of original issue.
Conversion provisions: Not convertible into any other securities of the Company.
Optional redemption provisions: The Series B Preferred Stock and the Depositary
Shares representing such Series B Preferred
Stock are not redeemable prior to
January 13, 2003. On and after
January 13, 2003, the Series B Preferred Stock
and related Depositary Shares may be redeemed
at the option of the Company, in whole or in
part, at a redemption price of $250.00 per
share of Series B Preferred Stock (or $25.00
per Depositary Share), plus accrued and unpaid
distributions, if any, thereon. The redemption
price of the Series B Preferred Stock (other
than any portion thereof consisting of accrued
and unpaid distributions) may be paid solely
from the sale proceeds of other capital stock
of the Company, which may include other classes
or series of preferred stock, and from no other
source.
Mandatory redemption provisions: None.
Sinking fund requirements: None.
Number of Option Securities, if any, that may be purchased by the
Underwriters: 900,000
Delayed Delivery Contracts: Not authorized.
Other material terms: None.
Closing date and location: January 13, 1998, 9:00 AM; Xxxxx & Xxxx LLP, Xxx
Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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All the provisions contained in the document attached as Annex A hereto
entitled "Excel Realty Trust, Inc.-Common Stock, Preferred Stock, Depositary
Shares, Warrants and Debt Securities 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.
Please accept this offer no later than 6:00 o'clock P.M. (New York City
time) on January 8, 1998 by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us.
Very truly yours,
XXXXX XXXXXX INC.
X.X. XXXXXXX & SONS, INC.
XXXXXX XXXXXXX & CO. INCORPORATED
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
By: Xxxxx Xxxxxx Inc.
By: /s/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: Authorized Signatory
Acting on behalf of themselves and the
other named Underwriters.
Accepted:
EXCEL REALTY TRUST, INC.
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
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