NEW
YORK, April 10, 2023 /PRNewswire/ -- Brixmor
Property Group Inc. (NYSE: BRX) announced today that its operating
partnership, Brixmor Operating Partnership LP (the "Operating
Partnership"), commenced a cash tender offer (the "Tender Offer")
to purchase up to $150 million
aggregate principal amount (the "Tender Cap") of its outstanding
3.650% Senior Notes due 2024 (the "Notes").
The terms and conditions of the Tender Offer are described in
the Offer to Purchase, dated April 10,
2023 (as it may be amended or supplemented from time to
time, the "Offer to Purchase"). The following table sets forth some
of the terms of the Tender Offer:
Title of
Security
|
CUSIP / ISIN
Number
|
Principal
Amount
Outstanding
|
Tender Cap
(Principal Amount)
|
Reference
U.S. Treasury
Security
|
Bloomberg
Reference
Page(1)
|
Fixed
Spread
|
Early Tender
Premium
(per
$1,000)
|
3.650% Senior
Notes due 2024
|
11120VAF0 /
US11120VAF04
|
$500,000,000
|
$150,000,000
|
0.375% UST
due April 15,
2024
|
FIT4
|
135 bps
|
$30
|
(1)
|
The applicable page on
Bloomberg from which the Dealer Manager named below will quote the
bid side prices of the Reference U.S. Treasury Security. In the
above table, "UST" denotes a U.S. Treasury Security.
|
Timetable for the Tender Offer
Commencement of the
Tender Offer
|
April 10,
2023
|
Early Tender
Deadline
|
5:00 p.m., New York
City time, on April 21, 2023, unless extended
|
Withdrawal
Deadline
|
5:00 p.m., New York
City time, on April 21, 2023, unless extended
|
Reference Yield
Determination Date
|
10:00 a.m., New York
City time, on April 24, 2023, unless extended
|
Expected Early
Settlement Date
|
April 25,
2023
|
Expiration
Date
|
5:00 p.m., New York
City time, on May 8, 2023, unless the Tender Offer is extended
or earlier
terminated
|
Expected Final
Settlement Date
|
May 10, 2023 (the
second business day following the Expiration Date)
|
Details of the Tender Offer
The Tender Offer will expire at 5:00
p.m., New York City time,
on May 8, 2023, unless extended or
earlier terminated by the Operating Partnership (the "Expiration
Date"). Holders of the Notes must validly tender their Notes at or
before 5:00 p.m., New York City time, on April 21, 2023, unless extended (the "Early
Tender Deadline") in order to be eligible to receive the
Total Consideration (as defined below), which includes the
Early Tender Premium (as defined below). Tenders of Notes may be
withdrawn at any time at or prior to 5:00
p.m., New York City time,
on April 21, 2023 (the "Withdrawal
Deadline"), but may not be withdrawn thereafter except in certain
limited circumstances where additional withdrawal rights are
required by law.
The consideration paid in the Tender Offer for Notes that are
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline and accepted for purchase will be determined in the
manner described in the Offer to Purchase by reference to a fixed
spread over the yield to maturity (the "Reference Yield") of the
Reference U.S. Treasury Security specified in the table above and
in the Offer to Purchase (the "Total Consideration"), and includes
an early tender premium of $30 per
$1,000 principal amount of the Notes
accepted for purchase (the "Early Tender Premium"). The Reference
Yield will be determined at 10:00
a.m., New York City time,
on April 24, 2023, unless extended by
the Operating Partnership (the "Reference Yield Determination
Date").
Holders of Notes who validly tender their Notes after the
Early Tender Deadline but on or prior to the Expiration Date will
only receive the "Tender Offer Consideration" per $1,000 principal amount of any such Notes
tendered and not validly withdrawn by such holders that are
accepted for purchase, which is equal to the Total Consideration
minus the Early Tender Premium.
The Operating Partnership reserves the right, but is under no
obligation, to increase, decrease or eliminate the Tender Cap at
any time, which could result in the Operating Partnership
purchasing a greater or lesser aggregate principal amount of the
Notes, and the Operating Partnership may do so without extending
the Early Tender Deadline, the Withdrawal Deadline or the
Expiration Date, subject to compliance with applicable law.
If the Tender Offer is not fully subscribed as of the Early
Tender Deadline, subject to the Tender Cap, Notes validly tendered
and not validly withdrawn on or prior to the Early Tender Deadline
will be accepted for purchase in priority to Notes validly tendered
following the Early Tender Deadline, subject to the satisfaction or
waiver of all conditions to the Tender Offer. If the Tender Offer
is fully subscribed as of the Early Tender Deadline, holders who
validly tender Notes following the Early Tender Deadline will not
have any of their Notes accepted for payment. Notes may be subject
to proration if the aggregate principal amount validly tendered and
not validly withdrawn exceeds the Tender Cap. Payment for Notes
that are validly tendered prior to or at the Early Tender Deadline
and that are accepted for purchase will be made promptly following
the Early Tender Deadline (the "Early Settlement Date"). The
Early Settlement Date is anticipated to be April 25, 2023, unless extended by the Operating
Partnership, assuming all conditions to the Tender Offer have
been satisfied or waived by the Operating Partnership. Payment for
Notes that are validly tendered after the Early Tender Deadline and
prior to the Expiration Date and that are accepted for purchase
will be made promptly following the Expiration Date (the
"Final Settlement Date"). The Final Settlement Date, if any,
is anticipated to be May 10, 2023,
unless extended by the Operating Partnership, assuming all
conditions to the Tender Offer have been satisfied or waived
by the Operating Partnership.
No tenders will be valid if submitted after the Expiration Date.
Payments for Notes purchased will include accrued and unpaid
interest from and including the most recent interest payment date
for the Notes up to, but not including, the applicable settlement
date.
The Tender Offer is not conditioned on any minimum principal
amount of Notes being tendered. The Operating Partnership's
obligation to accept for payment and to pay for the Notes validly
tendered and not validly withdrawn in the Tender Offer is
subject to the satisfaction or waiver of a number of conditions
described in the Offer to Purchase. The Operating
Partnership reserves the absolute right, subject to applicable
law, to: (i) waive any or all conditions to the Tender Offer; (ii)
extend, terminate or withdraw the Tender Offer; (iii) increase,
decrease or eliminate the Tender Cap without extending the Early
Tender Deadline, the Withdrawal Deadline or the Expiration Date,
which could result in the Operating Partnership's purchasing a
greater or lesser aggregate principal amount of the Notes; or (iv)
otherwise amend the Tender Offer in any respect.
None of the Operating Partnership, Brixmor Property Group Inc.,
or their affiliates, the general and limited partners of the
Operating Partnership the board of directors of Brixmor Property
Group Inc., J.P. Morgan Securities LLC (the "Dealer Manager"), D.F.
King & Co., Inc., the information agent and tender agent, or
The Bank of New York Mellon Trust Company, NA., as trustee under
the indenture pursuant to which the Notes were issued, is making
any recommendation as to whether holders should tender any Notes in
the Tender Offer. Holders must make their own decision as to
whether to tender any of their Notes, and, if so, the principal
amount of Notes to tender. Holders should consult their own tax,
accounting, financial and legal advisers as they deem appropriate
regarding the suitability of the tax, accounting, financial and
legal consequences of participating or declining to participate in
the Tender Offer.
The principal purpose of the Tender Offer is to extend the term
of the Operating Partnership's outstanding indebtedness by
purchasing the Notes validly tendered and not validly withdrawn up
to the Tender Cap using the proceeds of borrowings under the
$200.0 million delayed draw term loan
that is available under the Operating Partnership's amended and
restated unsecured credit facility. The Notes that are accepted in
the Tender Offer will be purchased by the Operating Partnership and
retired and cancelled and will no longer remain outstanding
obligations of the Operating Partnership.
J.P. Morgan Securities LLC is acting as dealer manager for the
Tender Offer. For additional information regarding the terms of the
Tender Offer, please contact: J.P. Morgan Securities LLC at (866)
834-4666 (toll-free) or (212) 834-4818 (collect). Requests for
documents and questions regarding the tendering of Notes may be
directed to D.F. King & Co., Inc., which is acting as the
information agent and tender agent for the Tender Offer, at (800)
347-4750 (toll-free), (212) 269-5550 (toll) or email
brixmor@dfking.com.
If you do not tender your Notes or if you tender Notes that are
not accepted for purchase, they will remain outstanding. If the
Operating Partnership consummates the Tender Offer, the trading
market for your outstanding Notes may be significantly more
limited. For a discussion of this and other risks, see "Certain
Significant Consequences and Risks Relating to the Offer" in the
Offer to Purchase.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE TENDER OFFER IS
BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS
FORTH THE COMPLETE TERMS OF THE TENDER OFFER THAT HOLDERS OF THE
NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE OFFER TO PURCHASE AND THIS PRESS RELEASE DO NOT CONSTITUTE
AN OFFER OR SOLICITATION TO PURCHASE NOTES IN ANY JURISDICTION IN
WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE
SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR
OTHER LAWS REQUIRE THE TENDER OFFER TO BE MADE BY A LICENSED BROKER
OR DEALER, THE TENDER OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF
THE OPERATING PARTNERSHIP BY THE DEALER MANAGER, IF THE DEALER
MANAGER IS A LICENSED BROKER OR DEALER UNDER THE LAWS OF SUCH
JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT
ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NONE OF THE OPERATING PARTNERSHIP, BRIXMOR PROPERTY GROUP INC.,
OR THEIR AFFILIATES, THE GENERAL AND LIMITED PARTNERS OF THE
OPERATING PARTNERSHIP THE BOARD OF DIRECTORS OF BRIXMOR PROPERTY
GROUP INC., THE DEALER MANAGER, THE TRUSTEE OF THE NOTES OR THE
INFORMATION AND TENDER AGENT MAKES ANY RECOMMENDATION TO ANY HOLDER
OF NOTES IN CONNECTION WITH THE TENDER OFFER. HOLDERS MUST MAKE
THEIR OWN DECISIONS AS TO WHETHER TO TENDER THEIR NOTES AND, IF SO,
THE PRINCIPAL AMOUNT OF NOTES TO TENDER.
ABOUT BRIXMOR PROPERTY GROUP
Brixmor (NYSE: BRX) is a
real estate investment trust (REIT) that owns and operates a
high-quality, national portfolio of open-air shopping centers. Its
373 retail centers comprise approximately 66 million square feet of
prime retail space in established trade areas. The Company
strives to own and operate shopping centers that reflect Brixmor's
vision "to be the center of the communities we serve" and are home
to a diverse mix of thriving national, regional and local
retailers. Brixmor is a proud real estate partner to over
5,000 retailers including The TJX Companies, The Kroger Co., Publix
Super Markets and Ross Stores.
Brixmor announces material information to its investors in SEC
filings and press releases and on public conference calls, webcasts
and the "Investors" page of its website at https://www.brixmor.com.
The Company also uses social media to communicate with its
investors and the public, and the information Brixmor posts on
social media may be deemed material information. Therefore, Brixmor
encourages investors and others interested in the Company to review
the information that it posts on its website and on its social
media channels.
SAFE HARBOR LANGUAGE
This press release may contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These statements include, but are not limited to,
statements related to the Company's expectations regarding the
performance of its business, its financial results, its liquidity
and capital resources and other non-historical statements. You can
identify these forward-looking statements by the use of words such
as "outlook," "believes," "expects," "potential," "continues,"
"may," "will," "should," "seeks," "projects," "predicts,"
"intends," "plans," "estimates," "anticipates" or the negative
version of these words or other comparable words. Such
forward-looking statements are subject to various risks and
uncertainties, including those described under the sections
entitled "Forward-Looking Statements" and "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2022, as such factors
may be updated from time to time in our periodic filings with the
SEC, which are accessible on the SEC's website at www.sec.gov.
Accordingly, there are or will be important factors that could
cause actual outcomes or results to differ materially from those
indicated in these statements. These factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included in this release and
in the Company's filings with the SEC. The Company undertakes no
obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as required by law.
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SOURCE Brixmor Property Group Inc.