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

Contract Categories: Business Formation - Limited Partnership Agreements
EX-1.2 3 w05244aexv1w2.htm EXHIBIT 1.2 exv1w2
 

Exhibit 1.2

COLONIAL REALTY LIMITED PARTNERSHIP
(a Delaware Limited Partnership)

Debt Securities

TERMS AGREEMENT

Dated: January 26, 2005

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 $275,000,000 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.
   $ 82,500,000  
Bear, Stearns & Co. Inc.
     82,500,000  
UBS Securities LLC
     82,500,000  
Banc of America Securities LLC
     13,750,000  
J.P. Morgan Securities Inc.
     13,750,000  
 
      
Total
   $ 275,000,000  
 
      

     The Underwritten Securities shall have the following terms:

     
Title:  
4.75% Senior Notes due 2010
   
 
Rank:  
Pari passu with all other unsecured and unsubordinated indebtedness of the Operating Partnership
   
 
Ratings:  
Baa3/BBB-
   
 
Aggregate principal amount:  
$275,000,000
   
 
Denominations:  
$1,000 and integral multiples thereof
   
 
Currency of payment:  
U.S. dollars
   
 
Interest rate or formula:  
4.75% per annum
   
 
Interest payment dates:  
Payable semi-annually in arrears on each February 1 and August 1, commencing August 1, 2005
   
 
Regular record dates:  
January 15 and July 15, as applicable
   
 
Stated maturity date:  
February 1, 2010
   
 
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

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Conversion provisions:  
N/A
   
 
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., Bear, Stearns & Co. Inc. and UBS 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:  
99.995% of the principal amount, plus accrued interest, if any, from January 31, 2005
   
 
Purchase price per Underwritten  
 
      Security:  
99.395% of the principal amount, plus accrued interest, if any, from January 31, 2005
   
 
Other terms and conditions:  
N/A 
   
 
Closing date and location:  
January 31, 2005 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.
    BEAR, STEARNS & CO. INC.
    UBS SECURITIES LLC
    BANC OF AMERICA SECURITIES LLC
    J.P. MORGAN SECURITIES INC.
 
        
  By:   Citigroup Global Markets Inc.
 
        
  By:   /s/ Jeffrey D. Horowitz
      Name: Jeffrey D. Horowitz
      Title: Managing Director
 
        
  By:   Bear, Stearns & Co. Inc.
 
        
  By:   /s/ Chris O’Connor
      Name: Chris O’Connor
      Title: Senior Managing Director
 
        
  By:   UBS Securities LLC
 
        
  By:   /s/ Scott D. Whitney
      Name: Scott D. Whitney
      Title: Director
 
        
  By:   /s/ Ryan Donovan
      Name: Ryan Donovan
      Title: Associate 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)

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By:
  /s/ Weston M. Andress
 
  Name: Weston M. Andress
  Title: CFO

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