Terms Agreement for $100,000,000 6 7/8% Senior Notes Due 2012 between Colonial Realty Limited Partnership and Underwriters

Contract Categories: Business Finance › Underwriting Agreements
Summary

Colonial Realty Limited Partnership has agreed to sell $100 million in senior notes, due in 2012, to a group of underwriters led by Merrill Lynch, Bear Stearns, and Wells Fargo. The notes carry a 6 7/8% annual interest rate, payable semi-annually, and may be redeemed early by the issuer under specified terms. The agreement outlines the purchase price, interest payment schedule, and other key terms. The transaction is set to close on August 5, 2002. The agreement is binding once signed by both parties.

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EX-1.2 4 a2085998zex-1_2.txt EXHIBIT 1.2 Exhibit 1.2 EXECUTION VERSION COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities TERMS AGREEMENT Dated: July 31, 2002 To: COLONIAL REALTY LIMITED PARTNERSHIP 2101 6th Avenue North Suite 750 Birmingham, Alabama 35203 Dear Sirs: We (the "Representative") understand that Colonial Realty Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell $100,000,000 aggregate principal amount of its senior debt securities (such debt securities being hereinafter referred to as 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 principal amounts of the Underwritten Securities (as defined in the Underwriting Agreement referenced below) set forth below opposite their respective names at the purchase price set forth below.
PRINCIPAL AMOUNT OF UNDERWRITER UNDERWRITTEN SECURITIES ----------- ----------------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated....................................... $70,000,000 Bear, Stearns & Co. Inc. ...................................... 15,000,000 Wells Fargo Brokerage Services, LLC............................ 15,000,000 ---------- Total.............................................. $100,000,000 ============
The Underwritten Securities shall have the following terms: Title: 6 7/8% Senior Notes due 2012 Rank: Pari passu with all other unsecured and unsubordinated indebtedness of the Operating Partnership Ratings: Baa3/BBB- Aggregate principal amount: $100,000,000 Denominations: $1,000 and integral multiples Currency of payment: U.S. dollars Interest rate or formula: 6 7/8% per annum Interest payment dates: Payable semi-annually in arrears on each February 15 and August 15, commencing February 15, 2003 Regular record dates: February 1 and April 1, as applicable Stated maturity date: August 15, 2012 Redemption provisions: Redeemable at any time at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the sum of: (i) the principal amount of the Notes being redeemed plus accrued but unpaid interest to the redemption date; and (ii) the Make-Whole Amount, if any Sinking fund requirements: N/A Conversion provisions: N/A 2 Listing requirements: N/A Black-out provisions: N/A Fixed or Variable Price Offering: Fixed Price Offering Initial public offering price per Underwritten Security: 99.185% of the principal amount, plus accrued interest, if any, from August 5, 2002 Purchase price per Underwritten Security: 98.535% of the principal amount, plus accrued interest, if any, from August 5, 2002 Other terms and conditions: N/A Closing date and location: August 5, 2002 at Sidley Austin Brown & Wood LLP at 9:00 A.M.
All the provisions contained in the document attached as Annex A hereto entitled "Colonial Realty Limited Partnership - Debt Securities - Underwriting Agreement" 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. 3 Please accept this offer no later than nine o'clock P.M. (New York City time) on July 31, 2002 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BEAR, STEARNS & CO. INC. WELLS FARGO BROKERAGE SERVICES, LLC By Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated By /s/ JOHN P. CASE III ----------------------------------------- Acting on behalf of themselves and the other named Underwriters. Accepted: COLONIAL REALTY LIMITED PARTNERSHIP, the Operating Partnership By: Colonial Properties Trust (its general partner) By: /s/ HOWARD B. NELSON, JR. ----------------------------------------------- Name: Howard B. Nelson, Jr. Title: Chief Financial Officer and Secretary 4