Exhibit 1.2
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Pricing Agreement
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Xxxxxxx, Xxxxx & Co.,
Xxxxxx Xxxxxxx & Co. Incorporated,
NationsBanc Xxxxxxxxxx Securities LLC,
c/o Goldman, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
July 30, 1998
Ladies and Gentlemen:
Weeks Realty, L.P., a Georgia limited partnership (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated July 30, 1998 (the "Underwriting Agreement"),
between the Company and Xxxxxxx, Sachs & Co. to issue and sell to the
Underwriters named in Schedule I hereto (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 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 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 also a representation and warranty as of the date of this Pricing
Agreement in relation to 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. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
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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 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.
If the foregoing is in accordance with your understanding, please sign and
return to us seven counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
Xxxxxxx, Xxxxx & Co. as to the authority of the signers thereof.
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Very truly yours,
Weeks Realty, L.P.
By: Weeks GP Holdings, Inc.,
General Partner
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
Accepted as of the date hereof:
Xxxxxxx, Sachs & Co.
Xxxxxx Xxxxxxx & Co. Incorporated
NationsBanc Xxxxxxxxxx Securities LLC
By: Xxxxxxx, Xxxxx & Co.
/s/ Xxxxxxx, Sachs & Co.
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(Xxxxxxx, Xxxxx & Co.)
On behalf of each of the Underwriters
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SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Purchased
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Underwriter
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Xxxxxxx, Sachs & Co. $ 60,000,000
Xxxxxx Xxxxxxx & Co. Incorporated 20,000,000
NationsBanc Xxxxxxxxxx Securities LLC 20,000,000
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Total.................................................. $ 100,000,000
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SCHEDULE II
Registration Statement Numbers:
333-32755
333-50871
Title of Designated Securities:
7 3/8% Notes due August 1, 2007
Aggregate principal amount:
$100,000,000
Price to Public:
99.374% of the principal amount of the Designated Securities, plus accrued
interest, if any, from August 4, 1998
Purchase Price by Underwriters:
98.724% of the principal amount of the Designated Securities, plus accrued
interest, if any, from August 4, 1998
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
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Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
9:30 a.m. (New York City time), August 4, 1998
Indenture:
Indenture, dated March 20, 1998, between the Company and State Street Bank
and Trust Company, as Trustee, as amended and supplemented by the First
Supplemental Indenture, dated July 30, 1998.
Maturity:
August 1, 2007
Interest Rate:
7 3/8% per annum
Interest Payment Dates:
February 1 and August 1 of each year, commencing on February 1, 1999
Redemption Provisions:
The Designated Securities may be redeemed, in whole or in part, at the
option of the Company, at any time, at a redemption price equal to the sum
of (i) the principal amount of the Notes being redeemed plus accrued
interest to the redemption date and (ii) the Make-Whole Amount (as defined
in the Prospectus Supplement, dated July 30, 1998 (the "Prospectus
Supplement")), if any.
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Reinvestment Rate:
0.25%
Sinking Fund Provisions:
The Designated Securities will not have the benefit of a sinking fund.
Covenants:
The Designated Securities will have the benefit of the covenants described
in the Prospectus Supplement.
Defeasance Provisions:
The Designated Securities shall not be subject to defeasance or covenant
defeasance.
Closing location for delivery of Designated Securities:
The offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000
Names and addresses of Representatives:
Designated Representatives: Xxxxxxx, Sachs & Co.
Xxxxxx Xxxxxxx & Co. Incorporated
NationsBanc Xxxxxxxxxx Securities LLC
Address for Notices, etc.: Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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