Brixmor Operating Partnership LP Enters Material Definitive Agreement

TL;DR

Brixmor Op LP signed a big deal, new financial obligations incoming.

AI Summary

Brixmor Operating Partnership LP, a subsidiary of Brixmor Property Group Inc., entered into a material definitive agreement on September 4, 2025. This agreement involves a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also includes other events and financial statements/exhibits.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Brixmor Operating Partnership LP, which could impact its financial obligations and operational flexibility.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial risks or obligations that require careful monitoring.

Key Players & Entities

• Brixmor Operating Partnership LP (company) — Registrant and party to the agreement
• Brixmor Property Group Inc. (company) — Parent company
• 2025-09-04 (date) — Date of the material definitive agreement

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 4.850% Se

Filing Documents

• tm2525601d1_8k.htm (8-K) — 49KB
• tm2525601d1_ex4-2.htm (EX-4.2) — 116KB
• tm2525601d1_ex5-1.htm (EX-5.1) — 15KB
• tm2525601d1_ex99-1.htm (EX-99.1) — 224KB
• tm2525601d1_ex5-1img001.jpg (GRAPHIC) — 12KB
• 0001104659-25-088614.txt ( ) — 706KB
• brx-20250904.xsd (EX-101.SCH) — 3KB
• brx-20250904_def.xml (EX-101.DEF) — 26KB
• brx-20250904_lab.xml (EX-101.LAB) — 35KB
• brx-20250904_pre.xml (EX-101.PRE) — 24KB
• tm2525601d1_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement On September 9, 2025, 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 4.850% Senior Notes due 2033 (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 Fifteenth Supplemental Indenture, dated September 9, 2025 (the "Fifteenth 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 Fifteenth Supplemental Indenture, the "Indenture"), between the Operating Partnership and the Trustee. The Notes bear interest at a rate of 4.850% per annum accruing from September 9, 2025. Interest on the Notes is payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2026. The Notes will mature on February 15, 2033. 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 December 15, 2032 (two months prior to the maturity date) in whole or in part at the applicable make-whole redemption price specified in the Fifteenth Supplemental Indenture. If the Notes are redeemed on or after December 15, 2032 (two months prior to the maturity date), the redemption price will be equal to 100

03

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

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 September 4, 2025 (the "Underwriting Agreement"), between the Operating Partnership and Wells Fargo Securities, LLC, BofA Securities, Inc., Mizuho Securities USA LLC and Truist Securities, Inc., 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.

Financial Statements and Exhibits

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 Fifteenth Supplemental Indenture, dated September 9, 2025, 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 September 4, 2025 between Brixmor Operating Partnership LP and Wells Fargo Securities, LLC, BofA Securities, Inc., Mizuho Securities USA LLC and Truist Securities, Inc., 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: September 9, 2025 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

View Full Filing

View this 8-K filing on SEC EDGAR