CARRAMERICA REALTY CORPORATION (a Maryland Corporation)
Exhibit 1.2
CARRAMERICA REALTY CORPORATION
(a Maryland Corporation)
$175,000,000
7.500% Series E Cumulative Redeemable Preferred Stock
(Liquidation Preference $25.00 Per Share)
Dated: September 4, 2003
| To: |
CarrAmerica Realty Corporation | |
| 0000 X Xxxxxx, X.X. | ||
| Xxxxx 000 | ||
| Xxxxxxxxxx, X.X. 00000 |
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We (the “Representatives”) understand that CarrAmerica Realty Corporation, a Maryland corporation (the “Company”), proposes to issue and sell $175,000,000.00 aggregate principal amount of its 7.500% Series E Cumulative Redeemable Preferred Stock (the “Underwritten 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 Initial Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names at the purchase price set forth below.
| Underwriter |
Total Number of Underwritten Securities | |
| Xxxxxxx, Xxxxx & Co. |
1,107,750 | |
| Wachovia Capital Markets, LLC |
1,107,750 | |
| X.X. Xxxxxxx & Sons, Inc. |
1,107,750 | |
| Xxxx Xxxxx Xxxx Xxxxxx, Incorporated |
1,107,750 | |
| UBS Securities LLC |
1,107,750 | |
| Bank of America Securities LLC |
131,250 | |
| X.X. Xxxxxx Securities Inc. |
131,250 | |
| Xxxxxx Brothers Inc. |
131,250 | |
| SunTrust Capital Markets, Inc. |
131,250 | |
| U.S. Bancorp Xxxxx Xxxxxxx Inc. |
131,250 | |
| Bear, Xxxxxxx & Co. Inc.. |
70,000 | |
| McDonald Investments Inc., a KeyCorp Company |
70,000 | |
| Xxxxxxxxxxx & Co. Inc. |
70,000 | |
| RBC Xxxx Xxxxxxxx Inc. |
70,000 | |
| Xxxxxx, Xxxxxxxx & Company, Incorporated |
70,000 | |
| Xxxxx Fargo Investments Services, LLC. |
70,000 | |
| Advest, Inc. |
35,000 | |
| BB&T Capital Markets, a Xxxxx & Xxxxxxxxxxxx, Inc.. |
35,000 | |
| Xxxxxx X. Xxxxx & Co. Incorporated. |
35,000 | |
| X.X. Xxxxxxxx & Co. |
35,000 | |
| Xxxxxx, Xxxxx Xxxxx, Incorporated |
35,000 | |
| J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. |
35,000 | |
| Xxxxxx Xxxxxxxxxx Xxxxx LLC. |
35,000 | |
| Mesirow Financial, Inc. |
35,000 | |
| Xxxxxx Xxxxxx & Company, Inc. |
35,000 | |
| Quick & Xxxxxx, Inc. |
35,000 | |
| Xxxx, Xxxx & Co. |
35,000 | |
| Total |
7,000,000 | |
The Underwritten Securities shall have the following terms:
Title of Securities: 7.500% Series E Cumulative Redeemable Preferred Stock
Currency: U.S. Dollars.
Principal amount to be issued: $175,000,000.00
Number of Shares: 7,000,000
Current ratings: Xxxxx’x Investors Service, Inc.: Baa3; Standard & Poor’s Corporation: BBB-; Fitch, Inc.: BBB-
Par Amount: $25.00
Liquidation Preference: $25.00
Greenshoe: Up to 1,050,000 shares
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Coupon: 7.500%
Coupon Frequency: Quarterly
Coupon Payment Dates: On or about the last day of February, May, August and November of each year
First Payment Date: November 30, 2003
Day Count: 30/360
Trade Date: September 4, 2003
Settlement Date (T + 15 days): September 25, 2003
Call Date: September 25, 2008
Optional Redemption: The Underwritten Securities may be redeemed at the option of the Company, in whole or in part, by paying $25.00 per share, plus any accrued and unpaid dividends to and including the date of redemption beginning on September 25, 2008.
Net Proceeds to Issuer: $169,487,500.00
Gross Fee: $0.7875 per share
Management Fee: $0.1575 per share
Underwriting: $0.1300 per share
Selling Concession: $0.5000 per share
Expenses: The Underwriters have agreed to reimburse the Company for certain expenses.
Closing date and location: September 25, 2002 at the offices of Xxxxxxxx Chance US LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
All the provisions contained in the document entitled “CarrAmerica Realty Corporation — Common Stock, Preferred Stock, Common Stock Warrants, Depositary Shares and Debt Securities Underwriting Agreement” dated September 4, 2003 to which this Terms Agreement is attached 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 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, SACHS & CO. WACHOVIA CAPITAL MARKETS, LLC | ||||
| Acting on behalf of themselves and as the Representatives of the several Underwriters | ||||
| By: |
XXXXXXX, XXXXX & CO. | |||
| By: |
/s/ Xxxxxxx, Sachs & Co. | |||
| Name: | ||||
| Title: | ||||
| By: |
WACHOVIA CAPITAL MARKETS, LLC | |||
| By: |
/s/ Xxxxxxx Xxxxxx | |||
| Name: Xxxxxxx Xxxxxx | ||||
| Title: Managing Director | ||||
Accepted:
CARRAMERICA REALTY CORPORATION
| By: |
/s/ Xxxxxx X. Xxxx | |
| Name: Xxxxxx X. Xxxx | ||
| Title: CEO | ||
