Brixmor LLC Announces Offer to Repurchase Certain of Its Outstanding Notes

NEW YORK, Dec. 11, 2013 /PRNewswire/ -- Brixmor LLC (the "Company") today announced that it has commenced a cash repurchase offer for any and all series of the securities (the "Notes") listed in the table below.  Brixmor LLC is an indirect subsidiary of Brixmor Property Group Inc. (NYSE: BRX) ("BPG").

The offer is being made pursuant to requirements set forth in the indenture governing the Notes (the "Indenture"), which provides that holders of the Notes have the right to require the Company to repurchase such Notes from holders for cash on January 15, 2014 (the "Payment Date"). Accordingly, the Company will pay a purchase price of 100% of the principal amount of the Notes of each series validly tendered and accepted for payment pursuant to the offer, plus accrued and unpaid interest up to, but not including, the Payment Date. The Company expects to fund the purchase of the Notes using available cash on hand, borrowings under existing credit facilities, or a combination thereof. 

In addition, pursuant to Section 1014 of the Indenture, the covenant contained in the Indenture restricting the Company or any subsidiary of the Company from selling or transferring any real property (or any equity interest in an entity whose principal asset is real property) or the right to receive income or profits from such real property to any affiliate of the Company that is not a subsidiary thereof or to any entity that owns an equity interest in the Company shall expire and lapse effective on the Payment Date.  Accordingly, as stated in the Company's Quarterly Report for the period ending September 30, 2013, and in connection with BPG's initial public offering, on January 15, 2014, 19 properties 100% owned by the Company and an additional 28 properties in which the Company owns indirect interests ranging from 20% to 49% will be transferred to the pre-IPO owners of BPG. 

The offer for each series of the Notes will expire at midnight, New York City time, on January 14, 2014, unless extended or earlier terminated (such date and time with respect to the offer, as the same may be modified, the "Expiration Date"). Holders of Notes must validly tender (and not validly withdraw) their Notes on or prior to the Expiration Date in order to be eligible to receive the purchase price. Tenders of Notes may be withdrawn at any time on or prior to the Expiration Date.  Tendered Notes may not be withdrawn subsequent to the Expiration Date. 

The offer is being made pursuant to the Put Right Repurchase Offer Notice dated December 11, 2013 (the "Repurchase Offer Notice") and the related Put Right Exercise Notice (the "Exercise Notice"), which set forth a more complete description of the terms and conditions of the offer. Holders of the Notes are urged to read the Repurchase Offer Notice and the related Exercise Notice carefully before making any decisions with respect to the offer. The offer is subject to the satisfaction or waiver of certain conditions set forth in the Repurchase Offer Notice.

Global Bondholder Services Corporation is serving as information agent for the offer and U.S. Bank National Association is serving as depositary for the offer. Any questions or requests for assistance concerning the offer and for additional copies of the offer documents may be directed to Global Bondholder Services Corporation at the following telephone numbers: banks and brokers, 212.430.3774; all others toll free at 866.470.3900.

This press release is neither an offer to purchase nor a solicitation to buy any of the Notes, nor is it a solicitation for acceptance of the offer. The Company is making the offer only by, and pursuant to the terms of, the Repurchase Offer Notice and the related Exercise Notice. The offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company or its affiliates, the information agent or the depositary s making any recommendation as to whether or not holders should tender their Notes in connection with the offer.

Forward-Looking Statements
This press release may contain forward-looking statements.  These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our 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 section entitled "Risk Factors" in our reports posted at http://www.brixmor.com/Investors/Bondholders/Brixmor-LLC.aspx.  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 our website postings. We undertake 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