Pricing Agreement, dated May 7, 2020, by and among the Registrant and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Jefferies LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein
Exhibit 1.2
Pricing Agreement
May 7, 2020
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
JEFFERIES LLC
U.S. BANCORP INVESTMENTS, INC.
WELLS FARGO SECURITIES, LLC
| c/o | Citigroup Global Markets Inc. |
388 Greenwich Street
New York, New York 10013
Deutsche Bank Securities Inc.
60 Wall Street, 2nd Floor
New York, New York 10005
Jefferies LLC
520 Madison Avenue
New York, New York 10022
U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26th Floor
Charlotte, North Carolina 28202
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
Ladies and Gentlemen:
Federal Realty Investment Trust, a Maryland real estate investment trust (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 7, 2020 (the “Underwriting Agreement”), between the Company on the one hand and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Jefferies LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC acting for themselves and as representatives of the Underwriters named in Schedule I hereto (collectively, the “Underwriters”), on the other hand, to issue and sell to the Underwriters the Securities specified in Schedules II-A and II-B hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus and the General Disclosure Package in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and the General Disclosure Package (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the General Disclosure Package and the Prospectus, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.
A supplement to the Prospectus relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Time of Delivery and place and at the purchase price to the Underwriters set forth in Schedules II-A and II-B hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime.
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime.
For purposes of foregoing two paragraphs, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
The obligations of the Underwriters under this Pricing Agreement and the Underwriting Agreement incorporated herein are several and not joint.
This Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Exhibit 1.2
If the foregoing is in accordance with your understanding, please sign and return this Pricing Agreement to us, and upon acceptance hereof by you, this Pricing Agreement and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between the Underwriters and the Company.
| Very truly yours, | ||
| FEDERAL REALTY INVESTMENT TRUST | ||
| By: | /s/ Daniel Guglielmone | |
| Name: Daniel Guglielmone | ||
| Title: Executive Vice President – Chief Financial Officer and Treasurer | ||
[Pricing Agreement Signature Page]
Exhibit 1.2
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
JEFFERIES LLC
U.S. BANCORP INVESTMENTS, INC.
WELLS FARGO SECURITIES, LLC
| Citigroup Global Markets Inc. | ||
| By: | /s/ Adam D. Bordner | |
| Name: Adam D. Bordner | ||
| Title: Director | ||
| Deutsche Bank Securities Inc. | ||
| By: | /s/ Lourdes Fisher | |
| Name: Lourdes Fisher | ||
| Title: Managing Director | ||
| By: | /s/ Anguel Zaprianov | |
| Name: Anguel Zaprianov | ||
| Title: Managing Director | ||
| Jefferies LLC | ||
| By: | /s/ Matt Casey | |
| Name: Matt Casey | ||
| Title: Managing Director | ||
| U.S. Bancorp Investments, Inc. | ||
| By: | /s/ Charles P. Carpenter | |
| Name: Charles P. Carpenter | ||
| Title: Senior Vice President | ||
| Wells Fargo Securities, LLC | ||
| By: | /s/ Carolyn Hurley | |
| Name: Carolyn Hurley | ||
| Title: Director | ||
For themselves and as Representatives of the Underwriters named in Schedule I to this Pricing Agreement.
[Pricing Agreement Signature Page]
SCHEDULE I
| Underwriter | Principal Amount of 2030 Notes | Principal Amount of 2024 Notes | ||||||
| Citigroup Global Markets Inc. | $ | 50,000,000 | $ | 37,500,000 | ||||
| Deutsche Bank Securities Inc. | $ | 50,000,000 | $ | 37,500,000 | ||||
| Jefferies LLC | $ | 50,000,000 | $ | 37,500,000 | ||||
| U.S. Bancorp Investments, Inc. | $ | 50,000,000 | $ | 37,500,000 | ||||
| Wells Fargo Securities, LLC | $ | 50,000,000 | $ | 37,500,000 | ||||
| Regions Securities LLC | $ | 50,000,000 | $ | 37,500,000 | ||||
| SunTrust Robinson Humphrey, Inc. | $ | 50,000,000 | $ | 37,500,000 | ||||
| TD Securities (USA) LLC | $ | 36,000,000 | $ | 27,000,000 | ||||
| J.P. Morgan Securities LLC | $ | 7,000,000 | $ | 5,250,000 | ||||
| Scotia Capital (USA) Inc. | $ | 7,000,000 | $ | 5,250,000 | ||||
|
|
|
|
| |||||
| Total | $ | 400,000,000 | $ | 300,000,000 | ||||
|
|
|
|
| |||||
Sch. I
SCHEDULE II-A
Title of Designated Securities:
3.50% Notes due 2030 (the “Designated Securities”)
Aggregate principal amount:
$400,000,000
Price to Public:
98.911% of the principal amount of the Designated Securities, plus accrued interest from May 11, 2020
Purchase Price by Underwriters:
98.261% of the principal amount of the Designated Securities
Specified funds for payment of purchase price:
Wire transfer of immediately available funds
Indenture:
Indenture, dated as of September 1, 1998, between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association, successor to First Union National Bank, as Trustee
Maturity:
June 1, 2030
Interest Rate:
3.50% per year
Interest Payment Dates:
June 1 and December 1, beginning on December 1, 2020
Redemption Provisions:
The Designated Securities may be redeemed at any time at the Company’s option, in whole or in part, at redemption prices as described in the Prospectus Supplement and the Issuer Free Writing Prospectus
Sch. II-A, Page 1
Sinking Fund Provisions:
None
Defeasance provisions:
The defeasance and covenant defeasance provisions of the Indenture apply to the Designated Securities
Applicable Time:
3:45 p.m. (Eastern time) on May 7, 2020 or such other time as agreed by the Company and the Representatives
Time of Delivery:
May 11, 2020
Closing Location:
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Underwriting Agreement Section 12 Notice Information:
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Facsimile: (646) 291-1469
Attention: General Counsel
Deutsche Bank Securities Inc.
60 Wall Street, 2nd Floor
New York, New York 10005
Attention: Debt Capital Markets
Facsimile: (212) 797-2202
With a copy to General Counsel
Facsimile: (646) 374-1071
Jefferies LLC
520 Madison Avenue
New York, New York 10022
Facsimile: (646) 619-4437
Attention: General Counsel
Sch. II-A, Page 2
U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26th Floor
Charlotte, North Carolina 28202
Attention: General Counsel
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
Facsimile: (704) 410-0326
Attention: Transaction Management
Sch. II-A, Page 3
SCHEDULE II-B1
Title of Designated Securities:
3.95% Notes due 2024 (the “Designated Securities”)
Aggregate principal amount:
$300,000,000
Price to Public:
103.257% of the principal amount of the Designated Securities, plus accrued interest of $3,818,333.33 from and including January 15, 2020 to but excluding May 11, 2020 (the expected settlement date)
Purchase Price by Underwriters:
102.757% of the principal amount of the Designated Securities, plus accrued interest of $3,818,333.33 from and including January 15, 2020 to but excluding May 11, 2020 (the expected settlement date)
Specified funds for payment of purchase price:
Wire transfer of immediately available funds
Indenture:
Indenture, dated as of September 1, 1998, between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association, successor to First Union National Bank, as Trustee
Maturity:
January 15, 2024
Interest Rate:
3.95% per year
| 1 | The terms of the 3.95% Notes due 2024, other than their issue date, issue price and, if applicable, first interest payment date and initial interest accrual date will be identical to the terms of and will be part of the same series as the Company’s outstanding 3.95% Notes due 2024 ($300 million of which were originally issued on December 9, 2013). (However, for U.S. federal income tax purposes the Notes offered hereby will be deemed to have the same issue date and issue price as the existing notes). |
Sch. II-B, Page 1
Interest Payment Dates:
January 15 and July 15, beginning on July 15, 2020
Redemption Provisions:
The Designated Securities may be redeemed at any time at the Company’s option, in whole or in part, at redemption prices as described in the Prospectus Supplement and the Issuer Free Writing Prospectus
Sinking Fund Provisions:
None
Defeasance provisions:
The defeasance and covenant defeasance provisions of the Indenture apply to the Designated Securities
Applicable Time:
3:45 p.m. (Eastern time) on May 7, 2020 or such other time as agreed by the Company and the Representatives
Time of Delivery:
May 11, 2020
Closing Location:
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Underwriting Agreement Section 12 Notice Information:
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Facsimile: (646) 291-1469
Attention: General Counsel
Jefferies LLC
520 Madison Avenue
New York, New York 10022
Facsimile: (646) 619-4437
Attention: General Counsel
Sch. II-A, Page 2
U.S. Bancorp Investments, Inc.
214 North Tryon Street, 26th Floor
Charlotte, North Carolina 28202
Attention: General Counsel
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
Facsimile: (704) 410-0326
Attention: Transaction Management
Sch. II-A, Page 3
