Brixmor Property Group Announces Expiration And Results Of Offer To Purchase 3.875% Senior Notes Due 2022

NEW YORK, June 29, 2020 /PRNewswire/ -- Brixmor Property Group Inc. (NYSE: BRX) announced today that the previously announced cash tender offer (the "Tender Offer") by its operating partnership, Brixmor Operating Partnership LP (the "Operating Partnership"), for any and all of the Operating Partnership's outstanding 3.875% Senior Notes due 2022  (the "Notes") expired at 5:00 p.m. New York City time on June 26, 2020 (the "Expiration Date"). According to information provided by D.F. King & Co., Inc., the Information and Tender Agent for the Tender Offer, $182,479,000 aggregate principal amount of the Notes, or 36.50% of the aggregate principal amount outstanding, were validly tendered at or prior to the expiration of the Tender Offer and not validly withdrawn. These amounts exclude $1,164,000 aggregate principal amount of the Notes tendered pursuant to the guaranteed delivery procedures (the "Guaranteed Delivery Procedures") described in the Offer to Purchase, dated June 22, 2020 (the "Offer to Purchase"). The Tender Offer was made pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"). The obligation of the Operating Partnership to accept the Notes tendered and to pay the consideration for the Notes is subject to satisfaction or waiver of certain conditions, which are more fully described in the Offer to Purchase. On June 29, 2020, which is the expected settlement date (the "Settlement Date"), the Operating Partnership expects to pay for the Notes validly tendered and not validly withdrawn, except for those Notes validly tendered and delivered pursuant to the Guaranteed Delivery Procedures. The Operating Partnership expects to pay for the Notes validly tendered and delivered pursuant to the Guaranteed Delivery Procedures on July 1, 2020, which is the first business day following the Guaranteed Delivery Date of June 30, 2020 and the third business day following the Expiration Date.

Holders of Notes accepted for purchase pursuant to the Tender Offer will receive the previously announced total consideration of $1,049.30 for each $1,000 principal amount of the Notes plus accrued and unpaid interest ("Accrued Interest") on Notes purchased up to, but not including, the Settlement Date. For the avoidance of doubt, Accrued Interest will cease to accrue on the Settlement Date for all Notes accepted for purchase in the Tender Offer, including Notes tendered pursuant to the Guaranteed Delivery Procedures, and the Accrued Interest for all Notes accepted in the Tender Offer will not include any additional interest. Since the Operating Partnership expects that the Guaranteed Delivery Settlement Date will be two business days after the Settlement Date, holders tendering Notes pursuant to the Guaranteed Delivery Procedures will not receive interest for such two business day period. 

In connection with the Tender Offer, Brixmor Property Group Inc. expects to recognize a loss on extinguishment of debt of approximately $10.4 million in the second quarter of 2020.

J.P. Morgan Securities LLC is acting as dealer manager for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-2042 (collect). Requests for the Offer Documents are available via the Tender Offer website at www.dfking.com/brx and requests for documents and questions regarding the tendering of Notes may be directed to D.F. King & Co., Inc., which is acting as the Information and Tender Agent for the Tender Offer, at (888) 887-1266 (toll-free) or email [email protected].

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE TENDER OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE TENDER OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE OFFER DOCUMENTS AND THIS PRESS RELEASE DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE TENDER OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE TENDER OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF THE OPERATING PARTNERSHIP BY THE DEALER MANAGER, IF THE DEALER MANAGER IS A LICENSED BROKER OR DEALER UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

ABOUT BRIXMOR PROPERTY GROUP
Brixmor (NYSE: BRX) is a real estate investment trust (REIT) that owns and operates a high-quality, national portfolio of open-air shopping centers. Its 400 retail centers comprise approximately 70 million square feet of prime retail space in established trade areas.  Brixmor strives to own and operate shopping centers that reflect Brixmor's vision "to be the center of the communities we serve" and are home to a diverse mix of thriving national, regional and local retailers.  Brixmor is a proud real estate partner to approximately 5,000 retailers including The TJX Companies, The Kroger Co., Publix Super Markets, Wal-Mart, Ross Stores and L.A. Fitness. 

SAFE HARBOR LANGUAGE
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements include, but are not limited to, statements related to the Operating Partnership's expectations regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements.  You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the sections entitled "Forward-Looking Statements" and "Risk Factors" in the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2019 and the Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov.  Currently, one of the most significant factors that could cause actual outcomes to differ materially from forward-looking statements is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, operating results and cash flows of the Operating Partnership, its tenants, the real estate market, the global economy and the financial markets. The extent to which the COVID-19 pandemic impacts the Operating Partnership, its tenants, and consumer behavior and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.  Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the Operating Partnership's filings with the SEC. The Operating Partnership undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

SOURCE Brixmor Property Group Inc.