Brixmor Enters Material Agreement, New Financial Obligation

TL;DR

**Brixmor just took on a new financial obligation, details pending.**

AI Summary

Brixmor Property Group Inc. and Brixmor Operating Partnership LP filed an 8-K on January 12, 2024, reporting an event that occurred on January 9, 2024. This filing indicates the entry into a material definitive agreement and the creation of a direct financial obligation. While the specific details of the agreement and obligation are not provided in this summary, it signals a new financial commitment for the company. This matters to investors because new financial obligations can impact the company's balance sheet, cash flow, and future profitability, potentially affecting stock valuation.

Why It Matters

This filing signals a new financial commitment for Brixmor, which could affect its debt levels, cash flow, and ultimately its stock performance.

Risk Assessment

Risk Level: medium — The filing indicates a new financial obligation without disclosing its nature or size, creating uncertainty about its potential impact on the company.

Analyst Insight

Investors should monitor Brixmor's future filings and announcements for specific details regarding the nature and size of the new financial obligation to assess its potential impact on the company's financial health.

Key Players & Entities

• Brixmor Property Group Inc. (company) — registrant of the 8-K filing
• Brixmor Operating Partnership LP (company) — co-registrant of the 8-K filing
• January 9, 2024 (date) — date of the earliest event reported
• January 12, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• Brixmor will release more details about the material definitive agreement and financial obligation in a subsequent filing or earnings call. (Brixmor Property Group Inc.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share BRX New York Stock Exchange
• $400,000,000 — announced offering (the "Offering") of $400,000,000 aggregate principal amount of 5.500% Se

Filing Documents

• tm243246d1_8k.htm (8-K) — 57KB
• tm243246d1_ex4-2.htm (EX-4.2) — 113KB
• tm243246d1_ex5-1.htm (EX-5.1) — 15KB
• tm243246d1_ex99-1.htm (EX-99.1) — 212KB
• tm243246d1_ex5-1img01.jpg (GRAPHIC) — 2KB
• 0001104659-24-003704.txt ( ) — 694KB
• brx-20240109.xsd (EX-101.SCH) — 3KB
• brx-20240109_def.xml (EX-101.DEF) — 26KB
• brx-20240109_lab.xml (EX-101.LAB) — 35KB
• brx-20240109_pre.xml (EX-101.PRE) — 24KB
• tm243246d1_8k_htm.xml (XML) — 5KB

01 Entry

Item 1.01 Entry into a Material Definitive Agreement On January 12, 2024, Brixmor Operating Partnership LP (the "Operating Partnership"), an indirect subsidiary of Brixmor Property Group Inc. (the "Company"), completed the previously announced offering (the "Offering") of $400,000,000 aggregate principal amount of 5.500% Senior Notes due 2034 (the "Notes"). The Operating Partnership intends to use the net proceeds from the Offering for general corporate purposes, including repayment of indebtedness. In connection with the issuance of the Notes, the Operating Partnership entered into a Twelfth Supplemental Indenture, dated January 12, 2024 (the "Twelfth Supplemental Indenture"), between the Operating Partnership, as issuer, and The Bank of New York Mellon, as trustee (the "Trustee"), which supplemented the Indenture, dated January 21, 2015 (the "Base Indenture" and, together with the Twelfth Supplemental Indenture, the "Indenture"), between the Operating Partnership and the Trustee. The Notes bear interest at a rate of 5.500% per annum accruing from January 12, 2024. Interest on the Notes is payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2024. The Notes will mature on February 15, 2034. The Notes are the Operating Partnership's unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership's existing and future unsecured and unsubordinated indebtedness. The Notes are not guaranteed by the Company or any of its subsidiaries. The Operating Partnership may redeem the Notes at its option and in its sole discretion at any time or from time to time prior to November 15, 2033 in whole or in part at the applicable make-whole redemption price specified in the Twelfth Supplemental Indenture. If the Notes are redeemed on or after November 15, 2033 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being rede

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

01 Other

Item 8.01 Other Events The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 8.01. In connection with the Offering, the Operating Partnership entered into an underwriting agreement, dated January 9, 2024 (the "Underwriting Agreement"), between the Operating Partnership and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters named in Exhibit A thereto (the "Representatives"). The Underwriting Agreement contains customary representations, warranties and agreements by the Operating Partnership, customary conditions to closing, other obligations of the parties and termination provisions. Additionally, the Operating Partnership has agreed to indemnify the Representatives against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Representatives may be required to make because of any of those liabilities. The foregoing description is a summary of the Underwriting Agreement and does not purport to be a complete statement of the parties' rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

01 Financial

Item 9.01 Financial Statements and Exhibits (d) The following exhibits are attached to this Current Report on Form 8-K: 4.1 Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the registrants' Current Report on Form 8-K (File No. 001-36160) filed January 21, 2015, and incorporated herein by reference) 4.2 Twelfth Supplemental Indenture, dated January 12, 2024, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 4.3 Form of Global Note representing the Notes (included in Exhibit 4.2) 5.1 Opinion of Hogan Lovells US LLP 23.1 Consent of Hogan Lovells US LLP (included in Exhibit 5.1) 99.1 Underwriting Agreement, dated January 9, 2024, between Brixmor Operating Partnership LP and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Date: January 12, 2024 BRIXMOR PROPERTY GROUP INC. By: /s/ Steven F. Siegel Name: Steven F. Siegel Title: Executive Vice President, General Counsel and Secretary BRIXMOR OPERATING PARTNERSHIP LP By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary LLC, its sole member By: /s/ Steven F. Siegel Name: Steven F. Siegel Title: Executive Vice President, General Counsel and Secretary