Pricing Agreement

EX-1.2 3 d640967dex12.htm EX-1.2 EX-1.2

Exhibit 1.2

Pricing Agreement

December 4, 2013

WELLS FARGO SECURITIES, LLC

CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES LLC

 

c/o Wells Fargo Securities, LLC

550 South Tryon Street

Charlotte, North Carolina 28202

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

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 December 4, 2013 (the “Underwriting Agreement”), between the Company on the one hand and Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and J.P. Morgan 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 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.

 

1


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.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

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
 

Name: James M. Taylor

Title: Executive Vice President-

         Chief Financial Officer and Treasurer

Pricing Agreement Signature Page


Accepted as of the date hereof:

WELLS FARGO SECURITIES, LLC

CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES LLC

 

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

Name: Carolyn Hurley

Title: Director

 

By: Citigroup Global Markets Inc.
By:   /s/ Salvatore G. Takoushian
 

Name: Salvatore G. Takoushian

Title: Director

 

By: J.P. Morgan Securities LLC
By:   /s/ Robert Bottamedi
 

Name: Robert Bottamedi

Title: Vice President

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

   $ 75,000,000   

Citigroup Global Markets Inc.

     72,000,000   

J.P. Morgan Securities LLC

     72,000,000   

Deutsche Bank Securities Inc.

     15,000,000   

PNC Capital Markets LLC

     15,000,000   

RBC Capital Markets, LLC

     15,000,000   

BBVA Securities Inc.

     6,000,000   

Capital One Securities, Inc.

     6,000,000   

Regions Securities LLC

     6,000,000   

SunTrust Robinson Humphrey, Inc.

     6,000,000   

TD Securities (USA) LLC

     6,000,000   

U.S. Bancorp Investments, Inc.

     6,000,000   
  

 

 

 

Total

   $ 300,000,000   
  

 

 

 

 

Sch. I


SCHEDULE II

Title of Designated Securities:

3.95% Notes due 2024 (the “Designated Securities”)

Aggregate principal amount:

$300,000,000

Price to Public:

99.018% of the principal amount of the Designated Securities, plus accrued interest from December 9, 2013

Purchase Price by Underwriters:

98.368% 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, 2024

Interest Rate:

3.95% per year

Interest Payment Dates:

January 15 and July 15, beginning on July 15, 2014

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-1


Sinking Fund Provisions:

None

Defeasance provisions:

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

Applicable Time:

2:55 p.m. (Eastern time) on December 4, 2013 or such other time as agreed by the Company and the Representatives

Time of Delivery:

December 9, 2013

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)  ###-###-####

Citigroup Global Markets Inc.

388 Greenwich Street, New York, New York 10013

Attn: General Counsel

Facsimile: (212)  ###-###-####

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Attn: Investment Grade Syndicate Desk – 3rd floor

Facsimile: (212)  ###-###-####

 

Sch. II-2