Pricing Agreement

EX-1.2 3 d30516dex12.htm EXHIBIT 1.2 Exhibit 1.2

Exhibit 1.2

EXECUTION COPY

Pricing Agreement

September 21, 2015

WELLS FARGO SECURITIES, LLC

J.P. MORGAN SECURITIES LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH

                         INCORPORATED

 

c/o Wells Fargo Securities, LLC
     550 South Tryon Street
     Charlotte, North Carolina 28202

 

     J.P. Morgan Securities LLC
     383 Madison Avenue
     New York, New York 10179

 

     Merrill Lynch, Pierce, Fenner & Smith

                              Incorporated

     One Bryant Park
     New York, New York 10036

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 September 21, 2015 (the “Underwriting Agreement”), between the Company on the one hand and Wells Fargo Securities, LLC, J. P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Schedule II 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 Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

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.

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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/ James M. Taylor, Jr.
 

  Name: James M. Taylor, Jr.

  Title: Executive Vice President-

           Chief Financial Officer and

           Treasurer

 

Pricing Agreement Signature Page


Accepted as of the date hereof:

WELLS FARGO SECURITIES, LLC

J.P. MORGAN SECURITIES LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH

                         INCORPORATED

 

By:   Wells Fargo Securities, LLC
By:   /s/ Carolyn Hurley
 

Name: Carolyn Hurley

Title: Director

 

By:   J.P. Morgan Securities LLC
By:   /s/ Som Bhattacharyya
 

Name: Som Bhattacharyya

Title: Vice President

 

By:  

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

By:   /s/ Chris Porter
 

Name: Chris Porter

Title: Managing Director, Investment Banking

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

Notes
 

Wells Fargo Securities, LLC

   $ 55,000,000   

J.P. Morgan Securities LLC

     55,000,000   

Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated

     55,000,000   

Capital One Securities, Inc.

     12,500,000   

PNC Capital Markets LLC

     12,500,000   

Regions Securities LLC

     12,500,000   

SunTrust Robinson Humphrey, Inc.

     12,500,000   

TD Securities (USA) LLC

     12,500,000   

U.S. Bancorp Investments, Inc.

     12,500,000   

BBVA Securities Inc.

     10,000,000   
  

 

 

 

                     Total

   $ 250,000,000   
  

 

 

 

 

Sch. I


SCHEDULE II

Title of Designated Securities:

2.550% Notes due 2021 (the “Designated Securities”)

Aggregate principal amount:

$250,000,000

Price to Public:

99.771% of the principal amount of the Designated Securities, plus accrued interest from September 28, 2015

Purchase Price by Underwriters:

99.171% 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:

January 15, 2021

Interest Rate:

2.550% per year

Interest Payment Dates:

January 15 and July 15, beginning on January 15, 2016

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

 

Sch. II


Sinking Fund Provisions:

None

Defeasance provisions:

The defeasance and covenant defeasance provisions of the Indenture apply to the Designated Securities

Applicable Time:

3:30 p.m. (Eastern time) on September 21, 2015 or such other time as agreed by the Company and the Representatives

Time of Delivery:

September 28, 2015

Closing Location:

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Underwriting Agreement Section 12 Notice Information:

Wells Fargo Securities, LLC

550 South Tryon Street

Charlotte, NC 28202

Attention: Transaction Management

Facsimile: (704)  ###-###-####

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Attn: Investment Grade Syndicate Desk – 3rd floor

Facsimile: (212)  ###-###-####

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

50 Rockefeller Plaza

NY1-050-12-01

New York, New York 10020

Attn: High Grade Transaction Management / Legal

Facsimile: (646)  ###-###-####

 

Sch. II-2