Colonial Realty Limited Partnership $125,000,000 6.15% Senior Notes Terms Agreement (2013)
This agreement is between Colonial Realty Limited Partnership and a group of underwriters led by Wachovia Securities, Inc. and Salomon Smith Barney Inc. It sets the terms for the sale of $125 million in senior notes due in 2013, with a fixed interest rate of 6.15%. The underwriters agree to purchase the notes at a specified price, and Colonial Realty agrees not to offer or sell other debt securities before closing. The agreement outlines payment terms, redemption options, and other key conditions for the issuance and sale of the notes.
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Exhibit 1.2
COLONIAL REALTY LIMITED PARTNERSHIP
(a Delaware Limited Partnership)
Debt Securities
TERMS AGREEMENT
Dated: April 1, 2003
| To: | COLONIAL REALTY LIMITED PARTNERSHIP 2101 6th Avenue North Suite 750 Birmingham, Alabama |
Attention:
Ladies and Gentlemen:
We (the "Representatives") understand that Colonial Realty Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell $125,000,000 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 Underwritten Securities (as defined in the Underwriting Agreement referenced below) set forth below opposite their respective names at the purchase price set forth below.
| Underwriter | Principal Amount of Underwritten Securities | |||
|---|---|---|---|---|
| Wachovia Securities, Inc. | $ | 43,750,000 | ||
| Salomon Smith Barney Inc. | 25,000,000 | |||
| Bear, Stearns & Co. Inc. | 25,000,000 | |||
| AmSouth Bank | 6,250,000 | |||
| Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated | 6,250,000 | |||
| PNC Capital Markets, Inc. | 6,250,000 | |||
| SouthTrust Securities, Inc. | 6,250,000 | |||
| Wells Fargo Brokerage Services, LLC | 6,250,000 | |||
| Total | $ | 125,000,000 | ||
The Underwritten Securities shall have the following terms:
| Title: | 6.15% Senior Notes due 2013 | |
Rank: | Pari passu with all other unsecured and unsubordinated indebtedness of the Operating Partnership | |
Ratings: | Baa3/BBB-/BBB- | |
Aggregate principal amount: | $125,000,000 | |
Denominations: | $1,000 and integral multiples | |
Currency of payment: | U.S. dollars | |
Interest rate or formula: | 6.15% per annum | |
Interest payment dates: | Payable semi-annually in arrears on each April 15 and October 15, commencing October 15, 2003 | |
Regular record dates: | April 1 and October 1, as applicable | |
Stated maturity date: | April 15, 2013 | |
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 | |
Listing requirements: | N/A | |
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Black-out provisions: | The Operating Partnership will not from the date of this Terms Agreement through the Closing Time, without the prior written consent of Wachovia Securities, Inc. and Salomon Smith Barney Inc., offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Operating Partnership or any affiliate of the Operating Partnership or any person in privity with the Operating Partnership or any Affiliate of the Operating Partnership), directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Operating Partnership (other than the Notes listed above). | |
Fixed or Variable Price Offering: | Fixed Price Offering | |
Initial public offering price per Underwritten Security: | 99.797% of the principal amount, plus accrued interest, if any, from April 4, 2003 | |
Purchase price per Underwritten Security: | 99.147% of the principal amount, plus accrued interest, if any, from April 4, 2003 | |
Other terms and conditions: | N/A | |
Closing date and location: | April 4, 2003 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.
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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, | |||
WACHOVIA SECURITIES, INC. SALOMON SMITH BARNEY INC. BEAR, STEARNS & CO. INC. AMSOUTH BANK MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PNC CAPITAL MARKETS, INC. SOUTHTRUST SECURITIES, INC. WELLS FARGO BROKERAGE SERVICES, LLC | |||
By: | Wachovia Securities, Inc. | ||
By: | /s/ WILLIAM INGRAM Name: William Ingram Title: Managing Director | ||
By: | Salomon Smith Barney Inc. | ||
By: | /s/ DAN GUGLIELMONE Name: Dan Guglielmone Title: Director | ||
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 |
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