Brixmor Property Group Announces Total Consideration For Offer To Purchase 3.875% Senior Notes Due 2022

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Jun 26, 2020, 15:05 ET

NEW YORK, June 26, 2020 /PRNewswire/ -- Brixmor Property Group Inc. (NYSE: BRX) announced today that its operating partnership, Brixmor Operating Partnership LP (the "Operating Partnership"), priced its previously announced cash tender offer (the "Tender Offer") for any and all of the Operating Partnership's outstanding 3.875% Senior Notes due 2022 (the "Notes"). The total consideration (the "Total Consideration") is $1,049.30 for each $1,000 principal amount of the Notes validly tendered and not withdrawn and accepted for purchase by the Operating Partnership pursuant to the Tender Offer. The Total Consideration was determined in the manner described in the Offer to Purchase, dated June 22, 2020 (the "Offer to Purchase") by reference to a fixed spread of 115 basis points plus the yield to maturity of 0.170% based on the bid-side price of the U.S. Treasury Reference Security (0.125% UST due 05/31/2022, as quoted on the Bloomberg Bond Trader FIT1 page) as of 2:00 p.m., New York City time, today. In addition to the Total Consideration, the Operating Partnership will also pay accrued and unpaid interest ("Accrued Interest") on Notes purchased up to, but not including, June 29, 2020, which is the expected settlement date (the "Settlement Date") for those Notes validly tendered in the Tender Offer, other than validly tendered and accepted Notes delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase (the "Guaranteed Delivery Procedures"). With respect to those Notes validly tendered and delivered pursuant to the Guaranteed Delivery Procedures, the holders thereof will receive the Total Consideration, plus Accrued Interest thereon, on July 1, 2020. For the avoidance of doubt, Accrued Interest will cease to accrue on the Settlement Date for all Notes accepted for purchase in the Tender Offer, including Notes tendered pursuant to the Guaranteed Delivery Procedures, and the Accrued Interest for all Notes accepted in the Tender Offer will not include any additional interest. Since the Operating Partnership expects that the Guaranteed Delivery Settlement Date will be two business days after the Settlement Date, holders tendering Notes pursuant to the Guaranteed Delivery Procedures will not receive interest for such two business day period. The Tender Offer was made pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents").

The Tender Offer will expire today at 5:00 p.m., New York City time, unless extended by the Operating Partnership (the "Expiration Date").

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) 834-2042 (collect). Requests for the Offer Documents are available via the Tender Offer website at www.dfking.com/brx and 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 and Tender Agent for the Tender Offer, at (888) 887-1266 (toll-free) or email [email protected].

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 DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE TENDER OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE OFFER DOCUMENTS 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 BRIXMOR PROPERTY GROUP INC., THE OPERATING PARTNERSHIP, OR THEIR AFFILIATES, THEIR RESPECTIVE BOARDS OF DIRECTORS, GENERAL PARTNER, MEMBERS, THE DEALER MANAGER, THE TRUSTEE OF THE NOTES OR THE 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 400 retail centers comprise approximately 70 million square feet of prime retail space in established trade areas. Brixmor 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 approximately 5,000 retailers including The TJX Companies, The Kroger Co., Publix Super Markets, Wal-Mart, Ross Stores and L.A. Fitness.

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 Operating Partnership'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," "approximately," "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 Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2019 and the Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, 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. Currently, one of the most significant factors that could cause actual outcomes to differ materially from forward-looking statements is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, operating results and cash flows of the Operating Partnership, its tenants, the real estate market, the global economy and the financial markets. The extent to which the COVID-19 pandemic impacts the Operating Partnership, its tenants, and consumer behavior and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. 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 Operating Partnership's filings with the SEC. The Operating Partnership 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.

SOURCE Brixmor Property Group Inc.