COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities TERMS AGREEMENT

Contract Categories: Business Formation - Limited Partnership Agreements
EX-1.2 3 w98481exv1w2.htm FORM 1.2 exv1w2
 

Exhibit 1.2

Execution copy

COLONIAL REALTY LIMITED PARTNERSHIP
(a Delaware Limited Partnership)

Debt Securities

TERMS AGREEMENT

Dated: June 16, 2004

To:   COLONIAL REALTY LIMITED PARTNERSHIP

2101 6th Avenue North
Suite 750
Birmingham, Alabama 35203

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 $300,000,000 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.

 

 

         
    Principal Amount of
Underwriter
   Underwritten Securities
Citigroup Global Markets Inc.
   $ 120,000,000  
Banc of America Securities LLC
     75,000,000  
Bear, Stearns & Co., Inc.
     35,000,000  
SouthTrust Securities, Inc.
     35,000,000  
Wachovia Capital Markets, LLC
     35,000,000  
 
    
 		  
Total
   $ 300,000,000  
 
    
 		  

     The Underwritten Securities shall have the following terms:

     
Title:
   6.25% Senior Notes due 2014
 
    
Rank:
   Pari passu with all other unsecured and
 
   unsubordinated indebtedness of the
 
   Operating Partnership
 
    
Ratings:
   Baa3/BBB-
 
    
Aggregate principal amount:
   $300,000,000
 
    
Denominations:
   $1,000 and integral multiples thereof
 
    
Currency of payment:
   U.S. dollars
 
    
Interest rate or formula:
   6.25% per annum
 
    
Interest payment dates:
   Payable semi-annually in arrears
 
   on each June 15 and December 15,
 
   commencing December 15, 2004
 
    
Regular record dates:
   June 1 and December 1, as applicable
 
    
Stated maturity date:
   June 15, 2014
 
    
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 Underwritten
 
   Securities 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

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Listing requirements:
   N/A
 
    
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 Citigroup Global
 
   Markets Inc. and Banc of America
 
   Securities LLC, 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 Underwritten Securities listed
 
   above).
 
    
Fixed or Variable Price Offering:
   Fixed Price Offering
 
    
Initial public offering price per Underwritten Security:
   99.30% of the principal amount, plus accrued
interest, if any, from June 23, 2004
 
    
Purchase price per Underwritten Security:
   98.65% of the principal amount, plus accrued interest, if any,
 
   from June 23, 2004
 
    
Other terms and conditions:
   N/A
 
    
Closing date and location:
   June 23, 2004 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,
 
            
    CITIGROUP GLOBAL MARKETS INC.
    BANC OF AMERICA SECURITIES LLC
    BEAR, STEARNS & CO. INC.
    SOUTHTRUST SECURITIES, INC.
    WACHOVIA CAPITAL MARKETS, LLC
 
            
    By: Citigroup Global Markets Inc.
 
            
  By:   /s/ Mark Chu    
     
 		    
      Name: Mark Chu    
      Title: Vice President    
 
            
    By: Banc of America Securities LLC
 
            
  By:   /s/ Peter J. Carbone    
     
 		    
      Name: Peter J. Carbone    
      Title: Vice President    
 
            
    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/ Weston M. Andress
 
 
  Name: Weston M. Andress
  Title: Chief Financial and Investment Officer

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