Pricing Agreement
Exhibit 1.2
Execution Version
Pricing Agreement
June 20, 2017
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES LLC
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
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
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 June 20, 2017 (the “Underwriting Agreement”), between the Company on the one hand and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC 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.
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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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]
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES LLC
WELLS FARGO SECURITIES, LLC
| By: Citigroup Global Markets Inc. | ||
| By: | /s/ Achal Sakaria | |
| Name: Achal Sakaria | ||
| Title: Vice President | ||
| Deutsche Bank Securities Inc. | ||
| By: | /s/ Jared Birnbaum | |
| Name: Jared Birnbaum | ||
| Title: Managing Director, Debt Capital Markets Coverage - Corporates | ||
| By: | /s/ Patrick M. Käufer | |
| Name: Patrick M. Käufer | ||
| Title: Managing Director | ||
| By: J.P. Morgan Securities LLC | ||
| By: | /s/ Som Bhattacharyya | |
| Name: Som Bhattacharyya | ||
| Title: Executive Director | ||
| By: 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 2027 Notes | Principal Amount of 2044 Notes | ||||||
| Citigroup Global Markets Inc. | $ | 60,000,000 | $ | 20,000,000 | ||||
| Deutsche Bank Securities Inc. | 60,000,000 | 20,000,000 | ||||||
| J.P Morgan Securities LLC | 60,000,000 | 20,000,000 | ||||||
| Wells Fargo Securities, LLC | 60,000,000 | 20,000,000 | ||||||
| PNC Capital Markets LLC | 15,000,000 | 5,000,000 | ||||||
| Regions Securities LLC | 15,000,000 | 5,000,000 | ||||||
| SunTrust Robinson Humphrey, Inc. | 15,000,000 | 5,000,000 | ||||||
| TD Securities (USA) LLC | 15,000,000 | 5,000,000 | ||||||
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| Total | $ | 300,000,000 | $ | 100,000,000 | ||||
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Sch. I
SCHEDULE II-A
Title of Designated Securities:
3.25% Notes due 2027 (the “Designated Securities”)
Aggregate principal amount:
$300,000,000
Price to Public:
99.083% of the principal amount of the Designated Securities, plus accrued interest from June 23, 2017
Purchase Price by Underwriters:
98.433% 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:
July 15, 2027
Interest Rate:
3.25% per year
Interest Payment Dates:
January 15 and July 15, beginning on January 15, 2018
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
Sinking Fund Provisions:
None
Defeasance provisions:
The defeasance and covenant defeasance provisions of the Indenture apply to the Designated Securities
Applicable Time:
3:50 p.m. (Eastern time) on June 20, 2017 or such other time as agreed by the Company and the Representatives
Time of Delivery:
June 23, 2017
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
Attention: General Counsel
Facsimile: (646) 291-1469
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
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Investment Grade Syndicate Desk – 3rd Floor
Facsimile: (212) 834-6081
Sch. II-A
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
Attention: Transaction Management
Facsimile: (704) 410-0326
Sch. II-A
SCHEDULE II-B1
Title of Designated Securities:
4.50% Notes due 2044 (the “Designated Securities”)
Aggregate principal amount:
$100,000,000
Price to Public:
105.760% of the principal amount of the Designated Securities, plus accrued interest of $275,000.00 from and including June 1, 2017
Purchase Price by Underwriters:
104.885% of the principal amount of the Designated Securities, plus accrued interest of $275,000.00 from and including June 1, 2017
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:
December 1, 2044
Interest Rate:
4.50% per year
Interest Payment Dates:
June 1 and December 1, beginning on December 1, 2017
| 1 | The terms of the 4.50% Notes due 2044, other than their issue date, initial interest accrual date, initial interest payment date and issue price, will be identical to the terms of and will be part of the same series as the $250,000,000 aggregate principal amount of 4.50% Notes due 2044 issued by Federal Realty Investment Trust on November 14, 2014. |
Sch. II-B
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:
3:50 p.m. (Eastern time) on June 20, 2017 or such other time as agreed by the Company and the Representatives
Time of Delivery:
June 23, 2017
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
Attention: General Counsel
Facsimile: (646) 291-1469
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
Sch. II-B
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Investment Grade Syndicate Desk – 3rd Floor
Facsimile: (212) 834-6081
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
Attention: Transaction Management
Facsimile: (704) 410-0326
Sch. II-B
