Brixmor begins tender offer, consent solicitation for six note series

By Toni Weeks

San Luis Obispo, Calif., Sept. 18 – Brixmor Property Group Inc. indirect subsidiary Brixmor LLC began a tender offer for any and all of its outstanding notes from six notes series, according to an 8-K filing with the Securities and Exchange Commission.

The total consideration, as noted below, includes a payment of $30.00 per $1,000 principal amount of notes tendered at or before the expiration time and not validly withdrawn at or before the withdrawal deadline. Holders will also receive accrued interest from the last interest payment date to, but not including, the settlement date for the tender offer.

Principal amount outstanding Notes Total consideration

• $2,682,000 7.97% notes due Aug. 14, 2026 $1,192.50

• $9,638,000 7.65% notes due Nov. 2, 2026 $1,167.50

• $5,135,000 7.68% notes due Nov. 2, 2026 $1,170.00

• $10,644,000 6.9% notes due Feb. 15, 2028 $1,101.25

• $18,673,000 6.9% notes due Feb. 15, 2028 $1,101.25

• $21,705,000 7½% notes due July 30, 2029 $1,156.25

The company is also seeking consents for proposed amendments to the indentures governing the notes. The amendments would, among other things, eliminate substantially all of the restrictive covenants and certain events of default.

The tender offer and consent solicitation will expire at 11:59 p.m. on Oct. 16. Notes may be withdrawn by the withdrawal deadline, which is the earlier of the Oct. 16 expiration date and the date and time that requisite consents are received to approve the amendments.

The company needs consent of holders representing at least a majority in principal amount of outstanding notes under an indenture to approve the proposed amendments.

Any holder that tenders notes must also deliver consents. Holders may deliver consents without tendering notes, however.

As the first five series of notes in the table were all issued under the same indenture, all of those notes will vote together with respect to the proposed amendments, and the receipt of consents in respect of a majority of the outstanding principal amount of those notes will approve the proposed amendments.

The 7½% notes, though, were issued under a separate indenture, so the consents received in respect of a majority of the outstanding principal amount of those notes will constitute the requisite consents to proposed amendments for that note series only.

U.S. Bank NA is the trustee under both indentures.

Neither of the others is conditioned upon completion of the other offer.

A soliciting dealer fee of $2.50 per $1,000 principal amount of notes that are validly tendered and accepted will be paid to retail brokers who are designated by their clients to receive this fee. This fee will be paid only in respect of owners who submit notes with a principal amount of $250,000 or less.

Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760) is the dealer manager and solicitation agent for the tender offers and the consent solicitations. Global Bondholder Services Corp. (866 470-3900 or 212 430-3774 for banks and brokers) is the depositary and information agent.

Brixmor is an internally managed real estate investment trust based in New York that owns and operates wholly owned portfolio of grocery-anchored community and neighborhood shopping centers.

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