Brixmor Property Group Inc. (Form: S-11/A, Received: 09/23/2013 06:14:52)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on September 23, 2013

Registration No. 333-190002

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

FORM S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

Brixmor Property Group Inc.

(Exact name of registrant as specified in governing instruments)

Brixmor Property Group Inc.

420 Lexington Avenue

New York, New York 10170

Tel: (212) 869-3000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Steven F. Siegel

Executive Vice President and General Counsel

Brixmor Property Group Inc.

420 Lexington Avenue

New York, New York 10170

Tel: (212) 869-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

Joshua Ford Bonnie

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Telephone: (212) 455-2000

Facsimile: (212) 455-2502

David J. Goldschmidt

Phyllis G. Korff

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Telephone: (212) 735-3000

Facsimile: (212) 735-2000

Approximate date of commencement of proposed sale to the public : As soon as is practicable after this Registration Statement becomes effective.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale thereof is not permitted.

Subject to Completion

Preliminary Prospectus dated September 23, 2013

PROSPECTUS

LOGO

Shares

Brixmor Property Group Inc.

Common Stock

This is an initial public offering of shares of common stock of Brixmor Property Group Inc. We are offering all of the shares of common stock to be sold in this offering.

It is currently estimated that the initial public offering price per share will be between $ and $ per share. Prior to this offering there has been no public market for the common stock. Brixmor Property Group Inc. has applied for listing of the common stock on the New York Stock Exchange, or NYSE, under the symbol “BRX”.

Upon the completion of this offering, we will be a Maryland corporation. We have elected to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes. Shares of our common stock are subject to limitations on ownership and transfer that are primarily intended to assist us in maintaining our qualification as a REIT. Our charter will contain certain restrictions relating to the ownership and transfer of our common stock, including, subject to certain exceptions, a 9.8% limit, in value or by number of shares, whichever is more restrictive, on the ownership of outstanding shares of our common stock and a 9.8% limit, in value, on the ownership of shares of our outstanding stock. See “Description of Stock—Restrictions on Ownership and Transfer.”

After the completion of this offering, affiliates of The Blackstone Group L.P. will continue to own a majority of the voting power of shares eligible to vote in the election of our directors. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management—Controlled Company Exception” and “Principal Stockholders.”

See “ Risk Factors ” beginning on page 25 to read about factors you should consider before buying shares of common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to Brixmor Property Group Inc.	$	$

Please see the section entitled “Underwriting” for a complete description of the compensation payable to the underwriters.

To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from us at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on , 2013.

Joint Bookrunning Managers



BofA Merrill Lynch	Citigroup	J.P. Morgan	Wells Fargo Securities



Barclays	Deutsche Bank Securities	RBC Capital Markets	UBS Investment Bank

Co-managers


Baird		Evercore		KeyBanc Capital Markets		Mitsubishi UFJ Securities



PNC Capital Markets LLC	Sandler O’Neill + Partners, L.P.	Stifel	SunTrust Robinson Humphrey

Prospectus dated , 2013.

LOGO

TABLE OF CONTENTS


	Page
Summary		1
Risk Factors		25
Forward-Looking Statements		43
Market and Industry Data		43
Organizational Structure		44
Use of Proceeds		48
Distribution Policy		49
Capitalization		53
Dilution		55
Unaudited Pro Forma Financial Information		57
Selected Financial Information		70
Management’s Discussion and Analysis of Financial Condition and Results of Operations		72
Industry Overview		107
Business		113
Management		156
Certain Relationships and Related Person Transactions		188
Policies with Respect to Certain Activities		191
Principal Stockholders		194
Description of Indebtedness		197
Description of Stock		201
Material Provisions of Maryland Law and of Our Charter and Bylaws		205
Description of the Partnership Agreement of Brixmor Operating Partnership LP		213
Shares Eligible for Future Sale		217
Material United States Federal Income Tax Considerations		219
Underwriting		242
Legal Matters		249
Experts		249
Where You Can Find More Information		249
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. We and the underwriters are offering to sell, and seeking offers to buy, our shares only in jurisdictions where offers and sales thereof are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our shares.

Through and including , 2013 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

In connection with this offering, certain investment funds affiliated with The Blackstone Group L.P. (together with such affiliates, “Blackstone” or our “Sponsor”) will contribute certain properties (the “Acquired Properties”) to us, and we will distribute certain properties that we have historically held in our portfolio (the “Non-Core Properties”) to our Sponsor as described in “Organizational Structure—IPO Property Transfers.” We refer to these contributions and distributions as the “IPO Property Transfers” and to the properties we will own

immediately following the IPO Property Transfers as our “IPO Portfolio.” Unless the context requires otherwise, when describing our portfolio of properties throughout this prospectus, we are referring to our IPO Portfolio. Throughout this prospectus, “Same Property Portfolio” refers to all properties in the IPO Portfolio that we owned on February 28, 2011, when our Sponsor agreed to acquire us (the “Sponsor Contract Date”), and that we continue to own as of the date of this prospectus. The Same Property Portfolio does not include any of the Acquired Properties or the Non-Core Properties.

We refer to our Sponsor, funds affiliated with Centerbridge Partners, L.P. (“Centerbridge”) and the members of our management, in each case, who own shares of our common stock and shares of the common stock of our majority-owned subsidiary, BPG Subsidiary Inc. (“BPG Subsidiary”), and who will receive units in Brixmor Operating Partnership LP (our “Operating Partnership”) as part of the IPO Property Transfers as our “pre-IPO owners.”

Except where the context requires otherwise, references in this prospectus to “Brixmor,” “we,” “our,” “us” and the “company” refer to Brixmor Property Group Inc., together with its consolidated subsidiaries. References to our “common stock” refer to the common stock, $0.01 par value per share, of Brixmor Property Group Inc.

In this prospectus:

•

“annualized base rent,” or “ABR,” as of a specified date means monthly base rent as of such date, under leases which have been signed or commenced as of the specified date multiplied by 12. Annualized base rent (i) excludes tenant reimbursements or expenses borne by the tenants, such as the expenses for real estate taxes and insurance and common area and other operating expenses, (ii) does not reflect amounts due per percentage rent lease terms, (iii) is calculated on a cash basis and differs from how we calculate rent in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for purposes of our financial statements and (iv) does not include any ancillary income at a property;

•

“ABR per sq. ft.,” or “ABR/SF,” is calculated as ABR divided by leased GLA, excluding ground leases;

•

“blended lease spreads” means combined spreads for new and renewal leases (including exercised options) on comparable leases;

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“community shopping center” means a shopping center that we believe meets the International Council of Shopping Centers’ (“ICSC”) definition of community center. ICSC generally defines a community center as a shopping center with general merchandise or convenience-oriented merchandise. Although similar to a neighborhood center (as defined below), a community shopping center offers a wider range of apparel and other soft goods than a neighborhood center. Community centers range from 125,000 to 400,000 sq. ft. in GLA and are usually configured in a straight line as a strip and are commonly anchored by discount stores, supermarkets, drugstores and large specialty discount stores;

•

“comparable leases” include only those spaces that were occupied within the prior 12 months;

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“gross leasable area,” or “GLA,” represents the total amount of property square footage that can generate income by being leased to tenants;

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“leased GLA” includes the aggregate GLA of all leases in effect on a given date, including those that are fully executed but as to which the tenant has not yet opened for business and/or not yet commenced the payment of rent;

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“LIBOR” means London Interbank Offered Rate;

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“Metropolitan Statistical Area,” or “MSA,” is defined by the United States Office of Management and Budget (“OMB”) as a region associated with at least one urbanized area that has a population of at least 50,000 and comprises the central county or counties containing the core, plus adjacent outlying counties having a high degree of social and economic integration with the central county or counties as measured through commuting;

•

“neighborhood shopping center” means a shopping center that we believe meets ICSC’s definition of neighborhood center. ICSC generally defines a neighborhood center as a shopping center with offerings that are convenience-oriented. Neighborhood centers range from 30,000 to 125,000 sq. ft. in GLA and are generally anchored by a supermarket;

•

“net operating income,” or “NOI,” is a non-GAAP measure often used by real estate companies. We calculate NOI as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us. NOI excludes corporate level income (including management, transaction, and other fees). Other REITs may not calculate NOI in the same manner. Accordingly, our NOI may not be comparable to other REITs’ NOI. See “Summary—Summary Financial Information” for information regarding our use of NOI, which is a non-GAAP financial measure;

•

“NOI yield” is calculated as projected NOI over incremental cost of a given redevelopment project;

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“occupancy” or “occupied,” in reference to percentage of GLA that is leased, includes lease agreements that have been signed but not yet commenced;

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“PSF” means per square foot (“sq. ft.”) of GLA;

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“redevelopment properties” are properties with significant building improvements, repositioning or GLA expansion underway, where the investment is expected to have a significant favorable impact on marketability;

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“renewal leases” includes expiring leases renewed with the same tenant or the exercise of options by tenants to extend the term of expiring leases. All other leases are categorized as new;

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“rent growth” is calculated as ABR in the final year of the lease compared to ABR in the first year of the new lease. New lease spreads include only those spaces that were occupied within the prior 12 months. Renewal and option lease spreads include leases rolling over with the same tenant in the same location;

•

“same property net operating income,” or “same property NOI,” is a non-GAAP measure often used by real estate companies as a supplemental measure of operating performance. We calculate same property NOI as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us. NOI excludes corporate level income (including transaction and other fees), lease termination income, straight-line rent and amortization of above-/below-market leases of the same property pool from the prior year reporting period to the current year reporting period. Same property NOI includes all properties in the IPO Portfolio that were owned as of the end of both the current and prior year reporting periods and for the entirety of both periods, excluding properties classified as discontinued operations. See “Summary—Summary Financial Information” for information regarding our use of same property NOI, which is a non-GAAP financial measure; and

•

“small shop space” means space of less than 10,000 sq. ft. of GLA.

The sums or percentages, as applicable, of certain tables and charts included in this prospectus may not foot due to rounding.

Except where the context requires otherwise, the information in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional shares from us and that the shares to be sold in this offering are sold at $ per share, which is the mid-point of the price range indicated on the front cover of this prospectus.

iii

SUMMARY

This summary does not contain all of the information that you should consider before investing in shares of our common stock. You should read the entire prospectus carefully before making an investment decision, especially the risks discussed under “Risk Factors,” “Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.

Brixmor

Brixmor is an internally-managed REIT that owns and operates the largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. Our IPO Portfolio is comprised of 522 shopping centers totaling approximately 87 million sq. ft. of gross leasable area (“GLA”). 521 of these shopping centers are 100% owned. Our high quality national portfolio is well diversified by geography, tenancy and retail format, with more than 70% of our shopping centers anchored by market-leading grocers. Our four largest tenants by annualized base rent (“ABR”) are The Kroger Co. (“Kroger”), The TJX Companies, Inc. (“TJX Companies”), Publix Super Markets, Inc. (“Publix”) and Wal-Mart Stores, Inc. (“Walmart”). Our community and neighborhood shopping centers provide a mix of necessity and value-oriented retailers and are primarily located in the top 50 Metropolitan Statistical Areas (“MSA”s), surrounded by dense populations in established trade areas. Our company is led by a proven management team that is supported by a fully-integrated, scalable retail real estate operating platform.

A number of trends and factors have driven, and we believe will continue to drive, our internal growth. Since February 28, 2011, when our Sponsor agreed to acquire us (the “Sponsor Contract Date”), for our Same Property Portfolio we have:

•

increased occupancy for ten consecutive quarters on a year-over-year basis to 91.7% at June 30, 2013;

•

increased our total ABR for 23 consecutive months through June 2013;

•

executed 1,599 new leases for approximately 8.4 million sq. ft. of GLA;

•

achieved positive new and renewal lease spreads over each of the past ten quarters, including 21% and 7%, respectively, in the six months ended June 30, 2013; and

•

realized same property net operating income (“NOI”) growth for our Same Property Portfolio of 3.8% for the year ended December 31, 2012 and 4.2% for the six months ended June 30, 2013, in each case in comparison to the corresponding prior year period. Additional information regarding same property NOI of our Same Property Portfolio, including a reconciliation of same property NOI of our Same Property Portfolio to net income (loss), is included below in “—Summary Financial and Other Data.”

We believe that our IPO Portfolio provides us with further opportunity for meaningful NOI growth over the coming years and that the key drivers of this growth will be a combination of occupancy increases across both our “anchor” (spaces of greater than or equal to 10,000 sq. ft. of GLA) and “small shop” (spaces of less than 10,000 sq. ft. of GLA) space, positive rent spreads from below-market in-place rents and significant near-term lease rollover, and the realization of embedded redevelopment opportunities.

Our Shopping Centers

Since the Sponsor Contract Date, we have improved the overall operating performance of our portfolio and have also significantly enhanced the quality of our shopping center portfolio through the IPO Property Transfers, other divestitures of other non-core assets and disciplined redevelopment.

The following table provides summary information regarding our IPO Portfolio as of June 30, 2013.

Summary of IPO Portfolio


Number of shopping centers	522
Gross leasable area (sq. ft.)	86.7 million
Percent grocery-anchored shopping centers (1)	70	%
Average shopping center GLA (sq. ft.)	166,170
Occupancy	92	%
Average ABR/SF	$ 11.83
Percent of ABR in top 50 U.S. MSAs	63	%
Average effective age (2)	14 years
Percent of grocer anchors that are #1 or #2 in their respective markets (3)	77	%
Average sales per square foot of reporting grocers (“PSF”) (4)	$ 502
Average population density (5)	182,928
Average household income (5)	$ 78,103

(1)	Based on total number of shopping centers.

(2)	Effective age is calculated based on the year of the most recent redevelopment of the shopping center or based on year built if no redevelopment has occurred.

(3)

References in this prospectus to grocer anchors that are #1 or #2 are based on a combination of industry sources and management estimates of market share in these grocers’ respective markets and include all grocers identified by management as “specialty” grocers. Of the 288 of 375 total grocer anchors that we have identified as #1 or #2, 177 (61%) are identified as having #1 or #2 market share by industry sources, 93 (32%) are specialty grocers and the remaining 18 (6%) are identified as having #1 or #2 market share based on management estimates where the industry sources utilized did not cover the relevant markets. Grocers that operate within a market under a shared banner but are owned by different parent companies and grocers that operate within a market under different banners but share a parent company are grouped as a single grocer.

(4)	Year ended December 31, 2012. Reporting grocers represent 76% (286 of 375) of total grocers.

(5)	Demographics based on five-mile radius and weighted by ABR. Based on U.S. Census information (June 2012).

Our Recent History

Since the Sponsor Contract Date, we have improved the overall operating performance of our portfolio, used our broader access to capital to significantly enhance the quality of our shopping center portfolio through capital investments and strengthened our overall operating platform. Additionally, we have executed significant divestitures of non-core assets over the last several years.

During the period of ownership under Centro Properties Group (“Centro”), our capital availability was constrained and limited to general upkeep at our shopping centers. We were unable to fund tenant improvements required for new leases, which severely limited our ability to attract and retain tenants and negatively impacted our occupancy rate. Since the Sponsor Contract Date, we have invested $339 million of primarily revenue-generating capital in our assets in order to both drive leasing and fund 43 value-creating redevelopment projects. Facilitated by this capital investment, since the Sponsor Contract Date we have executed 1,682 new leases in our IPO Portfolio for an aggregate of approximately 8.5 million sq. ft., including 192 new anchor leases for spaces of at least 10,000 sq. ft., of which 92 were new leases for spaces of at least 20,000 sq. ft. We believe that anchor leasing is a critical driver of further growth in our occupancy rate, as well as in leasing spreads for renewal leases.

In addition, during 2012 and 2013, we optimized our operating structure, enhanced our management team and reduced our general and administrative expenses by consolidating our operations into three regions from a previous eight and centralizing our accounting functions into one office in suburban Philadelphia. We believe that our organizational structure is properly aligned to provide superior service to our tenants and to meet the requirements of being a publicly traded company. We do not depend on our Sponsor for any shared services.

Competitive Strengths

We believe the following strengths of our company differentiate us from other owners and operators of shopping centers in the United States and position us to execute on our business plan and growth strategies:

Pure Play, Wholly-Owned Portfolio Without Legacy Issues. We have constructed our IPO Portfolio through sales of shopping centers and the distribution of non-core assets, as well as the strategic selection of the Acquired Properties, with the goal of creating a portfolio that is (1) wholly-owned, (2) domestic only and (3) comprised of a single asset class of community and neighborhood shopping centers. Assets were selected for our IPO Portfolio based on growth potential, trade area and overall operating synergies.

Since 2005, we have sold or distributed 238 shopping centers, or 33% of the shopping centers originally acquired by Centro. The divested shopping centers were characterized by weaker average occupancies, demographics, grocer sales levels and tenant quality compared with our IPO Portfolio. Further, our Sponsor has invested additional capital of $339 million into the IPO Portfolio. In connection with this offering, our Sponsor is contributing 43 shopping centers to our IPO Portfolio, which have been managed by us since being acquired by our Sponsor in 2011 and 2012. These properties are located in markets where we already have a significant presence. The Acquired Properties are characterized by high average occupancies and high ABR/SF and are 86% grocery-anchored, including 20 Publix-anchored shopping centers. The following chart provides summary statistics of our IPO Portfolio as compared to (1) the shopping centers Centro acquired to build its U.S. portfolio, (2) properties eliminated from Centro’s portfolio, including the Non-Core Properties, (3) the Same Property Portfolio and (4) the Acquired Properties:


	Centro Portfolio (1)			–	Properties Sold (2)			–	Non-Core Properties (3)			=	Same Property Portfolio (3)			+	Acquired Properties (3)			=	IPO Portfolio (3)
Number of shopping centers		717				193				45				479				43				522
Occupancy		87	%			81	%			69	%			92	%			90	%			92	%
Average ABR/SF	$	10.80			$	9.23			$	6.65			$	11.72			$	13.78			$	11.83
Percent grocery-anchored (4)		58	%			39	%			24	%			69	%			86	%			70	%
Average sales PSF of reporting grocers (5)	$	459			$	358			$	296			$	504			$	485			$	502

(1)

For properties owned by us as of June 30, 2013, information is presented as of June 30, 2013, except that average sales of reporting grocers reflect tenant-reported information for the year ended December 31, 2012. For properties no longer owned by us as of June 30, 2013, information is that which was most recently available to us before the dates of the sale of the relevant properties, except that average sales of reporting grocers reflect the last tenant-reported information before the dates of the sale of the relevant properties.

(2)	Information is presented based on information as of the dates of the sale of the relevant properties, except that average sales of reporting grocers reflect the last tenant-reported information before the dates of the sale of the relevant properties.

(3)	As of June 30, 2013, except that average sales of reporting grocers reflect tenant-reported information for the year ended December 31, 2012.

(4)	Based on total number of shopping centers owned.

(5)

Average sales PSF of reporting grocers is derived from sales data provided to us by the relevant grocer. In the Centro Portfolio, Properties Sold, Non-Core Properties, Same Property Portfolio, Acquired Properties and IPO Portfolio, reporting grocers represented 74% (315 of 425), 70% (53 of 76), 100% (11 of 11), 74% (251 of 338), 95% (35 of 37) and 76% (286 of 375), respectively, of total grocers.

We currently do not expect to execute a meaningful number of property sales in the foreseeable future, with future dispositions dictated by changes in market or property conditions. As such, our management will be able to focus on optimizing returns from our IPO Portfolio without the distraction that would otherwise accompany the execution of major property dispositions.

and strategic plan modifications, such as significant non-core asset sales, unresolved land owned and being held for potential future development (“land banks”), stalled new developments, resolving of joint ventures and operating platform modifications.

Embedded Internal Growth Opportunity. Our Same Property Portfolio delivered same property NOI growth of 3.8% and 4.2% during the year ended December 31, 2012 and the six months ended June 30, 2013, respectively, which exceeded the peer average of 3.2% and 3.5% for the year ended December 31, 2012 and the six months ended June 30, 2013, respectively, in each case in comparison to the corresponding prior year period. We believe that we are well-positioned to continue to deliver meaningful same property NOI growth over the next several years. We expect such growth to be driven by a combination of occupancy increases across both our anchor and small shop space, the capture of positive rent spreads from below-market in-place rents and significant near-term lease rollover, through contractual rent increases and redevelopment efforts.

Since the Sponsor Contract Date, we have grown occupancy at our Same Property Portfolio from 90.1% to 91.7% at June 30, 2013. We continue to experience strong leasing momentum and, as of June 30, 2013, our IPO Portfolio contained 283 anchor and small shop leases that were signed but not yet commenced, representing approximately $21 million of contractually obligated ABR, which we expect to predominantly realize by the first half of 2014.

Finally, our leases generally provide for contractual rent increases which average 1.1% annually across the portfolio. In addition, our leases generally include tenant reimbursements for common area costs, insurance and real estate taxes. Certain leases also provide for additional rental payments based on a percentage of tenant sales.

High Quality, Grocery-Anchored Asset Base Primarily Located in Top 50 MSAs. Our shopping centers are predominantly located in in-fill locations within established trade areas across the top 50 MSAs in the United States by population, with 63% of the ABR of our IPO Portfolio as of June 30, 2013 derived from these MSAs. Key areas of geographic concentration include the major MSAs of New York (6.1% of ABR); Philadelphia (5.8% of ABR); Houston (5.3% of ABR); Chicago (4.8% of ABR) and Dallas (4.3% of ABR). We believe that such geographic concentration allows for economies of scale and provides market leverage. The shopping centers in our IPO Portfolio were initially built an average of 30 years ago (although the average effective age based on the year of the most recent redevelopment of the shopping center or year built is 14 years), which reflects the in-fill nature of our shopping centers in established trade areas with the appropriate ratio of anchor to small shop GLA. MSAs in which our shopping centers are located have characteristics that result in premium rents and high occupancy levels compared to other real estate markets in the United States. In particular, we believe these trade areas have, and will maintain over time, significant barriers to entry, such as limited opportunities and high costs for new development. Additionally, these markets have diversified and established tenant bases and are characterized by strong economic fundamentals.

Seventy percent of our portfolio is anchored by market-leading grocers, providing resilient consumer traffic to our shopping centers, with additional anchors being national and regional discount and general merchandise retailers. The top five grocers leasing space from us accounted for 10% of the total ABR of our IPO Portfolio as of June 30, 2013 and overall, grocers are the largest of all our tenant category types. During 2012, based on data provided to us by our tenants, our reporting grocer tenants had average sales of $502 PSF, which is 33% above the average U.S. grocer sales PSF. Additionally, 77% of our grocer anchors ranked as the #1 or #2 grocer based on a combination of industry sources and management estimates of market share in their respective markets.

In addition, we believe that our shopping centers located outside of the top 50 MSAs are among the strongest centers in their respective markets based on their locations in prominent retail corridors, merchandise mix and physical condition. These properties were on average 92% occupied and 72% grocery-anchored at June 30, 2013. Eighty percent of these grocery-anchored centers located outside of the top 50 MSAs were anchored by the #1 or #2 grocer, based on a combination of industry sources and management estimates of market share in their respective markets, with strong sales of $497 PSF, according to the most recent tenant-reported data.

High Anchor Space Ownership. As of June 30, 2013, we owned 84% of our anchor spaces greater than or equal to 35,000 sq. ft., which we believe is substantially greater than other large publicly traded owners of community and neighborhood shopping centers. These spaces accounted for 42% of our total GLA and 31% of our ABR and primarily include retailers such as Ahold USA, Inc., Publix, Kroger and Walmart. We believe our focus on anchor space ownership provides us with important operational control in the positioning of our shopping centers in the event an anchor ceases to operate and provides flexibility in working with new and existing anchor tenants as they seek to expand or reposition their stores.

At June 30, 2013, the average ABR/SF of our IPO Portfolio was $11.83, with the average ABR/SF of spaces less than 35,000 sq. ft. at $14.26 and of spaces greater than or equal to 35,000 sq. ft. at $8.53. As these greater than or equal to 35,000 sq. ft. leases expire, we expect to generate positive rent increases on these spaces. Twenty-one leases for spaces greater than or equal to 35,000 sq. ft. will expire with no remaining options between July 1, 2013 and December 31, 2016 at an average ABR/SF of $4.70. The total GLA represented by these leases is approximately 1.3 million sq. ft., representing a significant opportunity to increase rents to market rates.

Redevelopment Expertise . We have been a top redeveloper over the past decade, according to Chain Store Age magazine, having completed projects totaling approximately $1 billion since January 1, 2003. Since the Sponsor Contract Date, we have completed 43 redevelopment projects consisting primarily of anchor re-tenanting or repositioning, for a total cost of $129 million with a targeted NOI yield of approximately 18%. The average cost per project completed since the Sponsor Contract Date is approximately $3 million, with an average time to completion of 11 months. We currently have 23 active anchor projects, with an expected aggregate cost of $93 million and a targeted NOI yield of 15%. Given the continual evolution of retailer concepts and store prototypes, as well as the lack of significant new development in the United States, we expect to maintain our current pace of anchor related projects over the foreseeable future. We believe anchor repositioning is critical to the success of our company, as it provides incremental growth in NOI, drives small shop leasing, improves the value and quality of our shopping centers and increases consumer traffic. At shopping centers in our IPO Portfolio where we have completed a redevelopment during either the year ended December 31, 2012 or the six months ended June 30, 2013, occupancy has increased on average 7.5% in comparison to the year ended December 31, 2011.

strategies, property management capabilities and redevelopment expertise. We believe that we are the largest landlord by GLA to Kroger and TJX Companies, as well as a key landlord to all major grocers and most major retail category leaders. We believe that our strong relationships with leading retailers afford us insight into their strategies and priority access to their expansion plans, enabling us to efficiently provide these retailers with space in multiple locations, often pursuant to a uniform lease form. Our role as a leading landlord to these retailers makes us an important counterparty to them.

Proven Fully-Integrated Operating Platform. We operate with a fully-integrated, comprehensive platform including approximately 475 employees both leveraging our national presence and demonstrating our commitment to a regional and local presence. We provide our tenants with personalized service through our network of three regional offices in Atlanta, Chicago and Philadelphia, as well as via 12 leasing and property management satellite offices throughout the country. Each regional office is responsible for the day-to-day property-level operations and decision-making for shopping centers in its area, including leasing, property management and maintenance, as well as any related legal, construction or redevelopment efforts. We believe that this strategy enables us to obtain critical market intelligence and to benefit from the regional and local expertise of our workforce. Through our complementary in-house disciplines, we are able to consistently maintain high standards and levels of service at the operational and property level. In addition to our network of local and regional offices, we maintain centralized corporate and accounting functions, which drive efficiency, consistency and commonality in operations and reporting.

Experienced Management with Interests Aligned with Stockholders. Senior members of our management team are proven real estate operators with deep industry expertise and retailer relationships and have an average of 25 years of experience in the real estate industry and an average tenure of 13 years with the company. The majority of our seven member executive team has a long history with our IPO Portfolio, including having managed our business through a number of economic cycles. Our management team, led by Michael Carroll and Michael Pappagallo, is familiar with market conditions and investment opportunities in the major markets in which we operate and has extensive and long-standing business relationships with tenants, brokers and vendors established through many years of transactional experience, as well as significant expertise in redevelopment, which we believe will enhance our growth prospects. We believe that the extensive operating expertise of our management team enables us to maintain focused leasing programs, active asset and property management and first-class tenant service.

Our senior management team also has extensive capital markets and balance sheet management experience. Our management team has completed a large volume of capital transactions over the last two years. In addition, all members of our senior management team have extensive public company experience either with a predecessor company or with another publicly traded U.S. shopping center REIT.

The interests of our senior management team are highly aligned with those of our stockholders. As described in “—Organizational Structure—Our Organizational Structure,” our management team collectively owns in excess of % of the Outstanding Brixmor Interests that will be outstanding after the completion of this offering and the IPO Property Transfers. In addition, we intend to continue to utilize equity-based compensation as part of our compensation program after this offering.

Our Business and Growth Strategies

Our primary objective is to maximize total returns to our stockholders through a combination of growth and value-creation at the asset level supported by stable cash flows. We seek to achieve this through ownership of a large high quality, diversified portfolio of primarily grocery-anchored community and neighborhood shopping centers. We intend to pursue the following strategies to achieve this objective:

regionally recognized tenants that generate substantial daily traffic. Our expansive relationships with leading retailers afford us early access to their strategies and expansion plans, as well as to their senior management. We believe these relationships, combined with the national breadth and scale of our portfolio, give us a competitive advantage as a key landlord able to support the real estate strategies of our diverse landscape of retailers. Our operating platform, along with the corresponding regional and local market expertise, enables us to efficiently capitalize on market and retailing trends. We also seek opportunities to refurbish, renovate and redevelop existing shopping centers, as appropriate, including expanding or repositioning existing tenants.

Capitalizing on Below-Market Expiring Leases . Our focus is to unlock opportunity and create value at the asset level and increase cash flow by increasing rental rates through the renewal of expiring leases or re-leasing of space to new tenants with limited downtime. As part of our targeted leasing strategy, we constantly seek to maximize rental rates and improve the tenant quality and credit profile of our portfolio. We believe our above-average lease expiration schedule, as compared to our historic annual expirations, with below-market expiring rents will enable us to renew leases or sign new leases at higher rates. As we move forward into 2014 and through 2016, expiring rents will be lower on average than expiring rents in 2013. During 2012, we experienced new lease rent spreads for the IPO Portfolio of 20.4% and blended lease spreads of 6.1%. Strong performance continued in the first six months of 2013, with new lease rent spreads of 21.4% and blended lease spreads of 8.0%. We believe that this performance will continue given our future expiration schedule of 12% of our leased GLA in 2014, 15% in 2015 and 14% in 2016, with an average expiring ABR/SF of $10.91 compared to an average ABR/SF of $12.44 for new and renewal leases signed during the 12 months ended June 30, 2013. This represents a significant near-term opportunity to mark a substantial percentage of the IPO Portfolio to market.

Pursue Value-Creating Redevelopment Opportunities. We evaluate our portfolio on an ongoing basis to identify value-creating redevelopment opportunities. These efforts are tenant-driven and focus on renovating, re-tenanting and repositioning assets and generally present higher risk-adjusted returns than new developments. Potential new projects include value-creation opportunities that have been previously identified within our portfolio, as well as new opportunities created by the lack of meaningful community and neighborhood shopping center development in the United States. We may occasionally seek to acquire non-owned anchor spaces and land parcels at, or adjacent, to our shopping centers in order to facilitate redevelopment projects. As a result of the historically low number of new shopping center developments in the United States, redevelopment opportunities are critical in allowing us to meet space requirements for new store growth and accommodate the evolving prototypes of our retailers.

During 2012, we completed 24 redevelopment projects in our IPO Portfolio, with average targeted NOI yields of 19%. The aggregate cost of these projects was approximately $65 million. During the six months ended June 30, 2013, we completed 14 redevelopment projects in our IPO Portfolio, with average targeted NOI yields of 18% and an aggregate cost of approximately $50.2 million. We expect average targeted NOI yields of 15% and an aggregate cost of $93 million for our 23 currently active redevelopment projects. The average cost per redevelopment project completed since the Sponsor Contract Date is approximately $3 million, with an average time to completion of 11 months. We expect to continue to expand the number of redevelopment projects over time and intend to fund these efforts through cash from operations.

Portfolio Diversification. We seek to achieve diversification by the geographic distribution of our shopping centers and the breadth of our tenant base and tenant business lines. We believe this diversification serves to insulate us from macro-economic cycles and reduces our exposure to any single market or retailer.

The shopping centers in our portfolio are strategically located across 38 states and throughout more than 175 MSAs, with 63% of our ABR derived from shopping centers located in the top 50 MSAs with no one MSA accounting for more than 6.1% of our ABR, in each case as of June 30, 2013.

In total, we have approximately 5,400 diverse national, regional and local retailers with approximately 9,300 leases in our IPO Portfolio. As a result, our 10 largest tenants accounted for only 18% of our ABR, and our two largest tenants, Kroger and TJX Companies, each accounted for only 3.3% of our ABR, in each case, as of June 30, 2013. Our largest shopping center represents only 1.5% of our ABR as of June 30, 2013.

Flexible Capital Structure Positioned for Growth. Our initial capital structure provides us with financial flexibility and capacity to fund our current growth capital needs, as well as future opportunities. We believe the recent completion of our $2.75 billion unsecured credit facility (the “Unsecured Credit Facility”) with a lending group comprised of top-tier financial institutions demonstrates our ability to access cost effective debt capital, provides us the opportunity to repay significant amounts of currently higher cost secured debt and gives us additional flexibility to further improve our financial position. We believe that the Unsecured Credit Facility is the largest ever debut credit facility in the REIT industry. We anticipate that we will have $999.4 million of undrawn capacity under the Unsecured Credit Facility upon completion of this offering after giving effect to the use of proceeds therefrom.

We believe that becoming a publicly traded company will further enhance our access to multiple forms of capital, including follow-on offerings of our common stock, unsecured corporate level debt, preferred equity and additional credit facilities, which will provide us with a competitive advantage over smaller, more highly leveraged or privately-held shopping center companies.

We intend to continue to enhance our financial and operating flexibility through ongoing reduction of our secured debt over time and to pursue an investment grade credit rating with the major credit rating agencies.

Recent Developments

Our IPO Portfolio has continued to grow in recent months. Total occupancy of our IPO Portfolio increased from 91.6% at June 30, 2013 to 91.8% with total ABR/SF of $11.83 at August 31, 2013. Year to date through August 31, 2013, we have executed 510 new leases for approximately 2.2 million sq. ft. of GLA and have achieved positive blended lease spreads of 9%, including new and renewal lease spreads of 32% and 6%, respectively. At August 31, 2013, our IPO portfolio contained 325 leases that were signed but not yet commenced, representing approximately $24 million of contractually obligated ABR. Additionally, as of August 31, 2013, we have 190 new leases in our IPO Portfolio pipeline totaling 1.3 million sq. ft. of GLA with an average ABR/SF of $14.28.

Industry Overview

Rosen Consulting Group (“RCG”), a nationally recognized real estate consulting firm, anticipates that continued improvements in consumer and business confidence will drive demand for domestic goods and services in the medium term. RCG believes that these factors should stimulate personal consumption, fueling strong gross domestic product (“GDP”) growth and lead to increased retail sales and restaurant visits. Increased confidence is expected in all income groups going forward, which should form the basis for a broad-based increase in consumer spending and improvements in retail market fundamentals. Retailer demand for space should increase as job creation and population growth spur increased sales of necessity goods, housing-related products, and discretionary items. Category killers, large retail chain stores that are dominant in their product categories, should be among the strongest performers going forward, leading to rapid income growth in community and neighborhood centers and regional mall properties where category killers function as anchor

tenants. Grocery-anchored centers should also extend strong performance, as consumer foot traffic increases in centers that provide both necessities and discretionary items. RCG projects that a limited amount of new retail development will be delivered in the next five years, allowing for tightening market conditions and the potential for increased rents.

Private-sector job creation is outpacing the growth of the labor force, resulting in a decreasing trend in the unemployment rate and boosting consumer confidence. RCG expects job creation to drive the unemployment rate from 7.5% as of April 2013 to 7.1% by year-end 2013 and into the high-5% range in the medium term. Employment growth in the top 50 MSAs should outpace the national average during this period. In conjunction with improvements in business and consumer confidence, increased private-sector hiring is driving income growth and increased personal consumption expenditures, which comprise more than 70% of GDP. In the first quarter of 2013, real personal consumption expenditures, including services, increased by 2.1%, marking the 13th consecutive quarter of year-over-year growth. Rising disposable income should boost consumer spending and lead to increased retail sales in the coming years. The economic recovery is also fueling more rapid population growth and household formation. Many of the new households formed will be in dense, urban submarkets, driving increased population density. As the number of U.S. residents and households increases, so will the demand for consumer goods and retail sales.

Job creation and rising consumer confidence propelled retail sales growth in recent years, after a sharp pullback in consumer spending during the recession. Excluding automobile sales, nominal retail sales surpassed the prior annual peak in 2011 at $3.8 trillion. In 2012, this figure increased by 4.8% to $4.0 trillion. Consumer discretionary spending has rebounded robustly in recent years. Beginning in late 2010, the year-over-year increase in real consumer discretionary spending ranged from 2% to 4% per month, most recently reaching 2.9% in April 2013. Year-over-year in March 2013, retail inventories increased by 7.0% to more than $522 billion from a recessionary low of $423 billion in August 2009. By 2017, RCG expects fourth quarter retail sales excluding autos to approach $1.2 trillion.

RCG expects construction to gradually increase as vacant space is absorbed. Much of the excess space built leading up to the recession will need to be absorbed before developers undertake major new projects and significantly increase supply. With new supply constrained between 2013 and 2017, RCG expects that increasing retailer demand for space stimulated by rising retail sales as a result of the strengthening economy and housing market will drive the vacant space to pre-recession levels.

The combination of gradually strengthening tenant demand, limited new supply coming online, and removal or repurposing of outdated stock has caused the community and neighborhood centers space availability rate to decline from its recession-era high. The tenant retention rate at May 2013 increased for all types of retail properties from recessionary lows. Consequently, the community and neighborhood centers space availability rate tightened to 12.7% in 2012 from a peak of 13.1% in 2011. Looking forward, RCG predicts a slow, steady decline in the community and neighborhood centers space availability rate to 10.0% in 2017. The accelerating tenant demand will be concentrated in existing centers while the supply pipeline remains low. Increased retail sales should boost retailer confidence and tenant expansion activity, particularly in regions with positive economic and demographic fundamentals.

Well-positioned community and neighborhood centers outperformed in terms of rent growth during 2012, as rising sales and productivity increased tenant competition for space in these properties. Grocery-anchored properties, in particular, were relatively resilient during the recession and initial years of the recovery. On average, community and neighborhood center rental rates increased by 1.7% in 2012. Tightening rental market conditions and improving retailer confidence should allow landlords to raise asking rental rates for retail space in the coming years. Looking forward, community and neighborhood centers should outperform other types of real estate, with average annual rent growth of 2.7% from 2013 to 2016. Grocery-anchored community and neighborhood shopping centers should outperform the broader category, with even stronger rent growth.

Organizational Structure

IPO Property Transfers. In connection with this offering, we will effect the IPO Property Transfers described in greater detail in “Organizational Structure—IPO Property Transfers,” whereby certain investment funds affiliated with our Sponsor will contribute certain properties (the “Acquired Properties”) to us, and we will distribute certain properties that we have historically held in our portfolio (the “Non-Core Properties”) to our pre-IPO owners. We refer to these contributions and distributions as the “IPO Property Transfers” and to the properties we will own immediately following the IPO Property Transfers as our “IPO Portfolio.” Unless the context requires otherwise, when describing our portfolio of properties throughout this prospectus, we are referring to our IPO Portfolio.

Our Organizational Structure. All of our assets are held, and our operations conducted, by Brixmor Operating Partnership LP, our “Operating Partnership.” We own and control our Operating Partnership indirectly through our majority-owned subsidiary, BPG Subsidiary Inc., or “BPG Subsidiary.” Brixmor OP GP LLC, a wholly-owned subsidiary of BPG Subsidiary, serves as the sole general partner of our Operating Partnership.

In addition to owning shares of our common stock, our pre-IPO owners also own shares in BPG Subsidiary, which we refer to as “BPG Subsidiary Shares,” and, following the IPO Property Transfers, will own common units of partnership interest in our Operating Partnership, which we refer to as “OP Units.” Following this offering, holders of BPG Subsidiary Shares (other than Brixmor Property Group Inc.) may exchange their BPG Subsidiary shares for shares of our common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, share dividends and reclassifications or, at our election, for cash based upon the market value of an equivalent number of shares of our common stock. In addition, following this offering, holders of OP Units (other than Brixmor Property Group Inc., BPG Subsidiary or its wholly-owned subsidiary, which is the general partner of our Operating Partnership) may redeem their OP Units for cash based upon the market value of an equivalent number of shares of our common stock or, at our election, exchange their OP Units for shares of our common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. We refer to shares of our common stock, the BPG Subsidiary Shares and the OP Units, collectively, as “Brixmor Interests.” We use the term “Outstanding BPG Subsidiary Shares” to refer to the BPG Subsidiary Shares held by persons other than Brixmor Property Group Inc. and to the term “Outstanding OP Units” to refer to the OP Units not held by Brixmor Property Group Inc., BPG Subsidiary or its wholly-owned subsidiary. We use the term “Outstanding Brixmor Interests” to refer, collectively, to the outstanding shares of our common stock, the Outstanding BPG Subsidiary Shares and the Outstanding OP Units.

Brixmor Property Group Inc. owns a majority of the BPG Subsidiary Shares outstanding. Accordingly, through its power to elect all of BPG Subsidiary’s directors, Brixmor Property Group Inc. operates and controls all of the business and affairs of BPG Subsidiary and consolidates the financial results of BPG Subsidiary and its consolidated subsidiaries, including our Operating Partnership. The ownership interest of the minority stockholders of BPG Subsidiary is reflected as a non-controlling interest in Brixmor Property Group Inc.’s consolidated financial statements.

After the completion of this offering and the IPO Property Transfers, BPG Subsidiary will own a majority of the OP Units of our Operating Partnership outstanding, and its wholly-owned subsidiary, Brixmor OP GP LLC, will serve as the sole general partner of our Operating Partnership. Accordingly, BPG Subsidiary will operate and control all of the business and affairs of our Operating Partnership and consolidates the financial results of our Operating Partnership and its consolidated subsidiaries. The ownership interest of the holders of OP Units to be held by our pre-IPO owners will also be reflected as a non-controlling interest in Brixmor Property Group Inc.’s consolidated financial statements.

The following diagram depicts our organizational structure and equity ownership immediately following this offering. This chart is provided for illustrative purposes only and does not show all of our legal entities or ownership percentages of such entities. For additional details, see “Organizational Structure.”

LOGO

(1)	BPG Subsidiary owns a portion of its interest in our Operating Partnership through Brixmor OP GP LLC, a wholly-owned subsidiary of BPG Subsidiary that serves as the sole general partner of our Operating Partnership.

Our Sponsor

Blackstone (NYSE: BX) is one of the world’s leading investment and advisory firms. Blackstone’s alternative asset management businesses include the management of corporate private equity funds, real estate funds, hedge fund solutions, credit-oriented funds and closed-end mutual funds. Blackstone also provides various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services. Through its different businesses, Blackstone had total assets under management of approximately $230 billion as of June 30, 2013. Blackstone’s global real estate group is the largest private equity real estate manager in the world with $64 billion of investor capital under management as of June 30, 2013.

Summary Risk Factors

Investing in our common stock involves substantial risks, and our ability to successfully operate our business is subject to numerous risks, including those that are generally associated with operating in the real estate industry. Some of the more significant challenges and risks include the following:

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adverse global, national and regional economic, market and real estate conditions may adversely affect our performance;

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we face considerable competition in the leasing market and may be unable to renew leases or re-lease space as leases expire;

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we face considerable competition for the tenancy of our leases and the business of retail shoppers;

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our performance depends on the collection of rent from the tenants at the properties in our portfolio, those tenants’ financial condition and the ability of those tenants to maintain their leases;

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real estate property investments are illiquid, and it may not be possible to dispose of assets when appropriate or on favorable terms;

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we utilize a significant amount of indebtedness in the operation of our business;

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we may be unable to obtain financing through the debt and equity markets;

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our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing;

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mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt;

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covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition;

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current and future redevelopment or real estate property acquisitions may not yield expected returns;

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an uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in our portfolio;

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our real estate assets may be subject to impairment charges;

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we are controlled by our Sponsor;

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our Sponsor exercised influence with respect to the terms of the IPO Property Transfers; and

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if we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability.

Before you participate in this offering, you should carefully consider all of the information in this prospectus, including matters set forth under the heading “Risk Factors.”

Distribution Policy

The Internal Revenue Code of 1986, as amended (the “Code”), generally requires that a REIT distribute annually at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, and imposes tax on any taxable income retained by a REIT, including capital gains. To satisfy the requirements for qualification as a REIT and generally not be subject to U.S. federal income and excise tax, we intend to make regular quarterly distributions of all or substantially all of our REIT taxable income to holders of our common stock out of assets legally available for such purposes. Our future distributions will be at the sole discretion of our board of directors.

To the extent we are prevented by provisions of our financing arrangements or otherwise from distributing 100% of our REIT taxable income or otherwise do not distribute 100% of our REIT taxable income, we will be subject to income tax, and potentially excise tax, on the retained amounts. If our operations do not generate sufficient cash flow to allow us to satisfy the REIT distribution requirements, we may be required to fund distributions from working capital, borrow funds, sell assets or reduce such distributions. Our board of directors reviews the alternative funding sources available to us from time to time.

REIT Qualification

We made a tax election to be treated as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2011 and expect to continue to operate so as to qualify as a REIT. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on net taxable income that we distribute annually to our stockholders. In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the real estate qualification of sources of our income, the composition and values of our assets, the amounts we distribute to our stockholders and the diversity of ownership of our stock. In order to comply with REIT requirements, we may need to forego otherwise attractive opportunities and limit our expansion opportunities and the manner in which we conduct our operations. See “Risk Factors—Risks Related to our REIT Status and Certain Other Tax Items.”

Restrictions on Ownership of our Stock

Subject to certain exceptions, our charter will provide that no person may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% (in value or by number of shares, whichever is more restrictive) of our outstanding common stock or more than 9.8% in value of our outstanding stock, which we refer to as the “ownership limit,” and will impose certain other restrictions on ownership and transfer of our stock. We expect that, upon completion of this offering, our board of directors will grant an exemption from the ownership limit to our Sponsor and its affiliates.

Our charter will also prohibit any person from, among other things:

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owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT;

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transferring shares of our stock if the transfer would result in shares of our stock being beneficially owned by fewer than 100 persons; and

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beneficially owning shares of our stock to the extent such ownership would result in our failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code.

Any attempted transfer of our stock which, if effective, would result in violation of the above limitations or the ownership limit (except for a transfer which results in shares being owned by fewer than 100 persons, in which case such transfer will be void and of no force and effect and the intended transferee shall acquire no rights in such shares) will cause the number of shares causing the violation, rounded up to the nearest whole share, to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries designated by us, and the intended transferee will not acquire any rights in the shares.

These restrictions are intended to assist with our REIT compliance under the Code and otherwise to promote our orderly governance, among other purposes. See “Description of Stock—Restrictions on Ownership and Transfer.”

Brixmor Property Group Inc. was incorporated in Delaware on May 27, 2011. Prior to the completion of this offering, we intend to change the jurisdiction of incorporation of Brixmor Property Group Inc. to Maryland. Our principal executive offices are located at 420 Lexington Avenue, New York, New York 10170, and our telephone number is (212) 869-3000.

The Offering

Common stock offered

shares (plus up to an additional shares at the option of the underwriters).

Common stock outstanding after this offering

shares.

Common Stock outstanding after this offering assuming exchange of all Outstanding BPG Subsidiary Shares and all Outstanding OP Units

shares.

Use of proceeds

Brixmor Property Group Inc. will contribute the net proceeds of this offering to BPG Subsidiary in exchange for a number of BPG Subsidiary Shares that is equal to the number of shares of common stock that we issue to investors in this offering. BPG Subsidiary will contribute its receipts from this contribution to our Operating Partnership in exchange for a number of OP Units that is equal to the number of BPG Subsidiary Shares that BPG Subsidiary issues to Brixmor Property Group Inc.

Our Operating Partnership will primarily use the net proceeds from this offering to repay approximately $ of outstanding borrowings under the revolving portion of our Unsecured Credit Facility. We will also use approximately $ of net offering proceeds as described in note (G) under “Unaudited Pro Forma Financial Information.”

Affiliates of each of the representatives of the underwriters are lenders under our Unsecured Credit Facility, which we intend to repay in part with the net proceeds of this offering.

Listing

We have applied to list our common stock on the NYSE under the symbol “BRX”.

In this prospectus, unless otherwise indicated, the number of shares of common stock outstanding and the other information based thereon does not reflect:

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shares issuable upon exchange of Outstanding BPG Subsidiary Shares;

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shares issuable upon exchange of Outstanding OP Units that will be issued in connection with our acquisition from our Sponsor of interests in certain properties as described in “Organizational Structure—IPO Property Transfers.” The precise number of OP Units to be issued in connection with our acquisition of the Acquired Properties will be determined at the time that the initial public offering price per share in this offering is determined. Based on an assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), we would issue OP Units in connection with the IPO Property Transfers. A $1.00 increase in the assumed initial public offering price to $ per share would increase the number of such OP Units we would issue to , and a $1.00 decrease in the assumed initial public offering price to $ per share would decrease the number of such OP Units we would issue to ;

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shares issuable upon exercise of the underwriters’ option to purchase additional shares of our common stock from us; or

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shares of our common stock issuable pursuant to the 2013 Brixmor Property Group Inc. Omnibus Incentive Plan, or our “2013 Omnibus Incentive Plan”. See “Management—2013 Omnibus Incentive Plan.”

Summary Financial and Other Data

The summary consolidated financial and operating data set forth below as of December 31, 2012 and 2011 and for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary condensed consolidated financial and operating data set forth below as of June 30, 2013 and for the six months ended June 30, 2013 has been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Results for the six month period ended June 30, 2013 are not necessarily indicative of results that may be expected for the entire year. The summary consolidated financial and operating data set forth as of December 31, 2010 has been derived from our audited consolidated financial statements not included in this prospectus. The consolidated financial and operating data set forth as of December 31, 2009 and 2008 and for the years ended December 31, 2009 and 2008 has been derived from unaudited consolidated financial statements not included in this prospectus.

The unaudited summary consolidated pro forma financial data reflects our IPO Portfolio of 522 Properties, and gives pro forma effect to: (1) the IPO Property Transfers; (2) our acquisition of the interest we did not already hold in Arapahoe Crossings, L.P.; (3) borrowings under our Unsecured Credit Facility, including the use thereof; and (4) the estimated net proceeds, including the use thereof, expected to be received from this offering, as if they each occurred on January 1, 2012. The pro forma adjustments associated with the foregoing transactions assume that each transaction was completed as of January 1, 2012 for purposes of the unaudited pro forma condensed consolidated statements of operations information and as of June 30, 2013 for purposes of the unaudited pro forma condensed consolidated balance sheet information. The following unaudited summary consolidated pro forma statement of operations and balance sheet data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the date indicated, nor is it indicative of future operating results.

Because the information presented below is only a summary and does not provide all of the information contained in our historical consolidated financial statements, including the related notes, you should read it in conjunction with “Selected Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Financial Information” and our historical consolidated financial statements, including the related notes, included elsewhere in this prospectus. The amounts in the tables are dollars in thousands.

The Successor period in the following table reflects our selected financial data for the periods following the acquisition of certain assets from Centro on June 28, 2011 (the “Acquisition”), and the Predecessor period in the following table reflects our selected financial data for the periods prior to the Acquisition.


	Successor																Predecessor
	Pro Forma Six Months Ended June 30, 2013		Pro Forma Year Ended December 31, 2012		Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	Pro Forma Six Months Ended June 30, 2013		Pro Forma Year Ended December 31, 2012		2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
(in thousands)
	(unaudited)		(unaudited)		(unaudited)			(unaudited)
Revenue
Rental income		$		$		$443,772			$435,336			$879,766			$443,537			$426,815			$871,508
Expense reimbursements						122,898			115,863			234,590			116,354			119,084			237,324
Other revenue						6,001			6,160			11,441			5,728			8,035			16,272

Total revenues						572,671			557,359			1,125,797			565,619			553,934			1,125,104


Operating expenses
Operating costs						60,971			61,669			124,673			62,217			67,436			126,535
Real estate taxes						86,541			81,516			162,900			80,944			79,795			165,372
Depreciation and amortization						226,505			260,455			504,583			293,924			174,554			391,170
Impairment of real estate assets						36,060			—			—			—			—			249,286
Provision for doubtful accounts						5,365			5,806			11,861			8,840			11,319			15,875
Acquisition-related costs						—			—			541			41,362			5,647			4,821
General and administrative						44,343			48,256			88,870			50,437			57,443			94,644

Total operating expenses						459,785			457,702			893,428			537,724			396,194			1,047,703


Other income (expense)
Dividends and interest						420			587			1,138			641			815			2,203
Gain on bargain purchase						—			—			—			328,826			—			—
Interest expense						(190,262	)		(193,569	)		(386,380	)		(204,714	)		(191,922	)		(374,388	)
Gain on sale of real estate						722			50			501			—			—			(111	)
Other						(2,123	)		185			(507	)		2,113			(3,728	)		5,550

Total other income (expense)						(191,243	)		(192,747	)		(385,248	)		126,866			(194,835	)		(366,746	)


Income (loss) before equity in income (loss) of unconsolidated joint ventures and income taxes						(78,357	)		(93,090	)		(152,879	)		154,761			(37,095	)		(289,345	)
Income tax benefit						—			—			—			—			—			16,494
Equity in income (loss) of unconsolidated joint ventures						754			568			687			(160	)		(381	)		(2,116	)
Impairment of investment in unconsolidated joint ventures						—			—			(314	)		—			—			(1,734	)

Income (loss) from continuing operations						(77,603	)		(92,522	)		(152,506	)		154,601			(37,476	)		(276,701	)


	Successor														Predecessor
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
(in thousands)
	(unaudited)	(unaudited)	(unaudited)			(unaudited)

Discontinued operations:
Income (loss) from discontinued operations				192			(365	)		23			(1,465	)		(1,007	)		135
Gain on disposition of properties				2,631			1,229			5,369			—			—			—
Impairment of real estate assets held for sale				(7,511	)		(2,911	)		(13,599	)		—			(8,608	)		(43,421	)

Loss from discontinued operations				(4,688	)		(2,047	)		(8,207	)		(1,465	)		(9,615	)		(43,286	)


Net income (loss)				(82,291	)		(94,569	)		(160,713	)		153,136			(47,091	)		(319,987	)

Net (income) loss attributable to non-controlling interests				19,531			22,535			38,146			(37,785	)		(752	)		(1,400	)


Net income (loss) attributable to Brixmor Property Group Inc.				(62,760	)		(72,034	)		(122,567	)		115,351			(47,843	)		(321,387	)
Preferred stock dividends				—			—			(296	)		(137	)		—			—

Net income (loss) attributable to common stockholders				$(62,760	)		$(72,034	)		$(122,863	)		$115,214			$(47,843	)		$(321,387	)

Per common share:
Income (loss) from continuing operations:
Basic

Diluted

Net income:
Basic

Diluted

Weighted average shares:
Basic

Diluted


	Successor								Predecessor
	Pro Forma June 30, 2013		June 30, 2013		December 31,				December 31, 2010
(in thousands)	Pro Forma June 30, 2013		June 30, 2013		2012		2011		December 31, 2010
	(unaudited)		(unaudited)
Selected Balance Sheet Data
Real estate, net		$		$8,855,876		$9,098,130		$9,496,903		$9,873,096
Total assets		$		$9,449,961		$9,603,729		$10,032,266		$10,711,209
Debt obligations, net		$		$6,480,369		$6,499,356		$6,694,549		$7,700,237
Total liabilities		$		$7,258,482		$7,305,908		$7,553,277		$8,731,832
Total equity		$		$2,170,012		$2,276,354		$2,457,430		$1,957,818


	Successor										Predecessor
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	Six Months Ended June 30,				Year Ended December 31, 2012		Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011		Year Ended December 31, 2010
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	2013		2012		Year Ended December 31, 2012		Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011		Year Ended December 31, 2010
(in thousands)
Other Data
Funds from operations (1)	$	$	$	181,442	$	169,612	$	355,000	$	449,742	$	138,885	$	380,637
Funds from operations as adjusted (1)	$	$	$	183,791	$	169,562	$	355,040	$	162,278	$	144,532	$	385,569
Same property NOI (2)	$	$	$	387,542	$	373,935	$	756,401	$	371,901	$	357,388	$	735,577
EBITDA (3)	$	$	$	337,857	$	368,325	$	741,642	$	662,014	$	336,151	$	476,813
Adjusted EBITDA (3)	$	$	$	378,075	$	370,053	$	750,202	$	374,580	$	350,406	$	779,489

(1)

Funds From Operations (“FFO”) is a supplemental non-GAAP measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income/(loss) computed in accordance with GAAP, excluding (i) gains or losses from sales of operating real estate assets and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties, (iv) impairment of depreciable real estate and in substance real estate equity investments and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis.

We present FFO as we consider it an important supplemental measure of our operating performance and we believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting results. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

We also present FFO as adjusted as an additional supplemental measure as we believe it is more reflective of our core operating performance. We believe FFO as adjusted provides investors and analysts an additional measure in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. FFO as adjusted is generally calculated by us as FFO excluding certain transactional income and expenses and non-operating impairments and non-operating gains which management believes are not reflective of the results within our operating real estate portfolio.

FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net income as a measure of liquidity. Our method of calculating FFO and FFO as adjusted may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The following table provides a reconciliation of net income (loss) to FFO and FFO as adjusted for the periods presented (in thousands):


	Successor														Predecessor
	Pro Forma Six Months Ended June 30,	Pro Forma Year Ended December 31,	Six Months Ended June 30,						Year Ended December 31,			Period from June 28, 2011 through December 31,			Period from January 1, 2011 through June 27,			Year Ended December 31,
	2013	2012	2013			2012			2012			2011			2011			2010
Net income (loss)	$	$	$	(82,291	)	$	(94,569	)	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Gain on disposition of operating properties				(2,631	)		(1,229	)		(5,369	)		—			—			—
(Gain) loss on disposition of unconsolidated joint venture operating properties				—			96			(24	)		30			—			3,303
Depreciation and amortization—real estate related-continuing operations				225,497			258,950			501,831			291,978			172,393			387,103
Depreciation and amortization—real estate related-discontinued operations				878			3,580			5,851			4,775			4,819			13,390
Depreciation and amortization—unconsolidated joint ventures				160			525			817			476			908			3,787
Impairment of operating properties				40,500			2,911			13,599			—			8,608			292,707
Impairment of unconsolidated joint ventures				—			—			314			—			—			1,734
Net loss attributable to non controlling interests not convertible into common stock				(671	)		(652	)		(1,306	)		(653	)		(752	)		(1,400	)

FFO				181,442			169,612			355,000			449,742			138,885			380,637

Gain from development/land sales				(722	)		(50	)		(501	)		—			—			111
Impairment of development/land parcels				3,071			—			—			—			—			—
Acquisition-related costs				—			—			541			41,362			5,647			4,821
Gain on bargain purchase				—			—			—			(328,826	)		—			—

Total adjustments				2,349			(50	)		40			(287,464	)		5,647			4,932

FFO as adjusted	$	$	$	183,791		$	169,562		$	355,040		$	162,278		$	144,532		$	385,569

FFO per common share/unit—basic

FFO per common share/unit—diluted

FFO as adjusted per common share/unit—diluted

Weighted-average shares/units outstanding—basic

Weighted-average shares/units outstanding— diluted

(2)

Same property NOI, a non-GAAP measure, is often used by real estate companies as a supplemental measure of operating performance. Although same property NOI is not presented in accordance with GAAP, we believe it assists investors in understanding our business and operating results by providing useful supplemental data regarding the

underlying economics of our business operations. Management uses same property NOI to review our operating results for comparative purposes with respect to previous periods or forecasts, and also to evaluate future prospects. Our same property NOI is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, our GAAP financial measures. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect our operations, and, accordingly, should always be considered as supplemental to our financial results presented in accordance with GAAP.

We believe that same property NOI is helpful to investors as a measure of our operational performance because it includes only the net operating income of properties owned for the full period presented, which eliminates disparities in net income due to the acquisition or disposition of properties during the period presented, and, therefore, provides a more consistent metric for comparing the performance of our properties. Same property NOI should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance. In addition, our computation of same property NOI may differ from similarly titled measures reported by other companies and, therefore, may not be comparable to such other companies.

We calculate same property NOI as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us. Same property NOI excludes corporate level income (including transaction and other fees), lease termination income, straight-line rent, amortization of above-/below-market leases of the same property pool from the prior year reporting period to the current year reporting period. Same property NOI includes all properties in the IPO Portfolio that were owned as of the end of both the current and prior year reporting periods and for the entirety of both periods, excluding properties classified as discontinued operations.

The following table provides a reconciliation of net income (loss) attributable to Brixmor Property Group Inc. to same property NOI and same property NOI of our Same Property Portfolio for the periods presented (in thousands):


	Successor														Predecessor
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss) attributable to Brixmor Property Group Inc.	$	$	$	(62,760	)	$	(72,034	)	$	(122,567	)	$	115,351		$	(47,843	)	$	(321,387	)
Adjustments:
Revenue adjustments (a)				(33,923	)		(35,808	)		(72,779	)		(42,793	)		(41,960	)		(85,740	)
Depreciation and amortization				226,505			260,455			504,583			293,924			174,554			391,170
Impairment of real estate assets				36,060			—			—			—			—			249,286
Acquisition-related costs				—			—			541			41,362			5,647			4,821
General and administrative				44,343			48,256			88,870			50,437			57,443			94,644
Other Expenses				191,243			192,747			385,248			(126,866	)		194,835			366,746
Equity in income (loss) of unconsolidated joint ventures				(754	)		(568	)		(687	)		160			381			2,116
Impairment of investment in unconsolidated joint ventures				—			—			314			—			—			1,734
Income tax benefit				—			—			—			—			—			(16,494	)
Non-same property NOI				394			290			574			120			2,644			1,305
Pro rata share of same property NOI of unconsolidated joint ventures				1,277			1,085			2,243			956			1,320			2,690
Loss on discontinued operations				4,688			2,047			8,207			1,465			9,615			43,286
Net (income) loss attributable to non-controlling interests				(19,531	)		(22,535	)		(38,146	)		37,785			752			1,400

Same property NOI				387,542			373,935			756,401			371,901			357,388		$	735,577

NOI attributable to Non-Core Properties				(9,575	)		(11,279	)		(22,030	)		(10,959	)		(10,568	)

Same Property NOI of Same Property Portfolio			$	377,967		$	362,656		$	734,371		$	360,942		$	346,820

(a)

Includes adjustments for lease settlement income, straight-line rent, amortization of above and below market leases and fee income from unconsolidated joint ventures.

(3)

EBITDA is calculated as the sum of net income (loss) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA as adjusted for (i) acquisition-related costs, (ii) gain on bargain purchase, (iii) gain (loss) on sales of operating properties, (iv) impairment of real estate assets and related investments, (v) gain on disposition of operating properties, (vi) gain or loss from development/land sales, (vii) gain or loss on disposition of unconsolidated joint venture operating properties and (viii) impairments of operating properties, real estate held for sale and unconsolidated joint ventures.

Given the nature of our business as a real estate owner and operator, we believe that the use of EBITDA and Adjusted EBITDA in various financial ratios is helpful to investors as a measure of its operational performance because EBITDA and Adjusted EBITDA exclude various items that do not relate to or are not indicative of its operating performance such as gains (losses) from sales of real estate and depreciation and amortization on real estate assets, and includes the results of operations of real estate properties that have been sold or classified as real estate held for sale at the end of the reporting period. Accordingly, we believe that the use of EBITDA and Adjusted EBITDA in various ratios provides a meaningful performance measure as it relates to its ability to meet various coverage tests for the stated period. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (determined in accordance with GAAP) as indicators of our financial performance and are not alternatives to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity. In addition, our computation of EBITDA and Adjusted EBITDA may differ in certain respects from the methodology utilized by other REITS to calculate EBITDA and Adjusted EBITDA and, therefore, may not be comparable to such other REITS. Investors are cautioned that items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and addressing our financial performance.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net income (loss) for the periods presented (in thousands):


	Successor														Predecessor
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss)	$	$	$	(82,291	)	$	(94,569	)	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Interest expense—continuing operations				190,262			193,569			386,380			204,714			191,922			374,388
Interest expense—discontinued operations				(3	)		666			963			723			449			3,681
Interest expense—unconsolidated joint ventures				450			880			1,589			852			—			—
Federal and state taxes				1,896			3,219			2,172			3,414			10,590			10,384
Depreciation and amortization—continuing operations				226,505			260,455			504,583			293,924			174,554			391,170
Depreciation and amortization—discontinued operations				878			3,580			5,851			4,775			4,819			13,390
Depreciation and amortization—real estate joint ventures				160			525			817			476			908			3,787


EBITDA				337,857			368,325			741,642			662,014			336,151			476,813

Acquisition-related costs				—			—			541			41,362			5,647			4,821
Gain on bargain purchase				—			—			—			(328,826	)		—			—
Gain on disposition of operating properties				(2,631	)		(1,229	)		(5,369	)		—			—			—
Gain from development/land sales				(722	)		(50	)		(501	)		—			—			111
(Gain) loss on disposition of unconsolidated joint venture operating properties				—			96			(24	)		30			—			3,303
Impairment of operating properties				36,060			—			—			—			—			249,286
Impairment of real estate held for sale				7,511			2,911			13,599			—			8,608			43,421
Impairment of investment in unconsolidated joint ventures				—			—			314			—			—			1,734

Total adjustments				40,218			1,728			8,560			(287,434	)		14,255			302,676

Adjusted EBITDA	$	$	$	378,075		$	370,053		$	750,202		$	374,580		$	350,406		$	779,489

RISK FACTORS

An investment in our shares involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in our shares.

Risks Related to Our Properties and Our Business

Adverse global, national and regional economic, market and real estate conditions may adversely affect our performance.

Properties in our portfolio consist of community and neighborhood shopping centers. Our performance is, therefore, subject to risks associated with owning and operating these types of real estate assets, including: (1) changes in national, regional and local economic climates; (2) local conditions, including an oversupply of space in, or a reduction on demand for, properties similar to those in our portfolio; (3) the attractiveness of properties in our portfolio to tenants; (4) the financial stability of tenants, including the ability of tenants to pay rent; (5) competition from other available properties; (6) changes in market rental rates; (7) changes in demographics (including number of households and average household income) surrounding our properties; (8) the need to periodically fund the costs to repair, renovate and re-lease space; (9) changes in operating costs, including costs for maintenance, utilities, insurance and real estate taxes; (10) earthquakes, tornados, hurricanes and other natural disasters, civil unrest, terrorist acts or acts of war, which may result in uninsured or underinsured losses; (11) the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; and (12) changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.

Additionally, because properties in our portfolio consist of shopping centers, our performance is linked to general economic conditions in the market for retail space. The market for retail space has been and may continue to be adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the consolidation in the retail sector, the excess amount of retail space in certain markets and increasing consumer purchases via the internet. To the extent that any of these conditions worsen, they are likely to affect market rents and overall demand for retail space. In addition, we may face challenges in property management and maintenance or incur increased operating costs, such as real estate taxes, insurance and utilities, which may make properties unattractive to tenants. The loss of rental revenues from a number of our tenants and our inability to replace such tenants may adversely affect our profitability and ability to meet our debt and other financial obligations.

We face considerable competition in the leasing market and may be unable to renew leases or re-lease space as leases expire. Consequently, we may be required to make rent or other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants, which could adversely affect our financial condition and results of operations.

We compete with a number of other companies in providing leases to prospective tenants and in re-leasing space to current tenants upon expiration of their respective leases. If our tenants decide not to renew or extend their leases upon expiration, we may not be able to re-lease the space. Even if the tenants do renew or we can re-lease the space, the terms of renewal or re-leasing, including the cost of required renovations or concessions to tenants, may be less favorable or more costly than current lease terms or than expectations for the space. As of June 30, 2013, leases are scheduled to expire on a total of approximately 5% of leased GLA at our properties in our IPO Portfolio during the remainder of 2013 and on an additional 12% of leased GLA during 2014. We may be unable to promptly renew the leases or re-lease this space, or the rental rates upon renewal or re-leasing may be significantly lower than expected rates, which could adversely affect our financial condition and results of operations.

We face considerable competition for the tenancy of our lessees and the business of retail shoppers.

There are numerous shopping venues that compete with our properties in attracting retailers to lease space and shoppers to patronize their properties. In addition, tenants at our properties face continued competition from

retailers at regional malls, outlet malls and other shopping centers, catalog companies and internet sales. In order to maintain our attractiveness to retailers and shoppers, we are required to reinvest in our properties in the form of tenant improvements. If we fail to reinvest in and redevelop our properties so as to maintain their attractiveness to retailers and shoppers, our revenue and profitability may suffer. If retailers or shoppers perceive that shopping at other venues, online or by phone is more convenient, cost-effective or otherwise more attractive, our revenues and profitability may also suffer.

Our performance depends on the collection of rent from the tenants at the properties in our portfolio, those tenants’ financial condition and the ability of those tenants to maintain their leases.

A substantial portion of our income is derived from rental income from real property. As a result, our performance depends on the collection of rent from tenants at the properties in our portfolio. Our income would be negatively affected if a significant number of the tenants at the properties in our portfolio or any major tenants, among other things: (1) decline to extend or renew leases upon expiration; (2) renew leases at lower rates; (3) fail to make rental payments when due; (4) experience a downturn in their business; or (5) become bankrupt or insolvent.

Any of these actions could result in the termination of the tenant’s lease and our loss of rental income. In addition, under certain lease agreements, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other tenants in such shopping centers. In these events, we cannot be certain that any tenant whose lease expires will renew or that we will be able to re-lease space on economically advantageous terms. The loss of rental revenues from a number of tenants and difficulty replacing such tenants, particularly in the case of a substantial tenant with leases in multiple locations, may adversely affect our profitability and our ability to meet debt and other financial obligations.

We may be unable to collect balances due from tenants that file for bankruptcy protection.

If a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre-bankruptcy amounts owed by that party. In addition, a tenant that files for bankruptcy protection may terminate its lease with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term, which could adversely affect our financial condition and results of operations.

Real estate property investments are illiquid, and it may not be possible to dispose of assets when appropriate or on favorable terms.

Real estate property investments generally cannot be disposed of quickly, and a return of capital and realization of gains, if any, from an investment generally occur upon the disposition or refinancing of the underlying property. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties, and we cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure our stockholders that we will have funds available to correct such defects or to make such improvements and, therefore, we may be unable to sell the property or may have to sell it at a reduced cost. As a result of these real estate market characteristics, we may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices or within any desired period of time. The ability to sell assets in our portfolio may also be restricted by certain covenants in our debt agreements and the credit agreement governing our Unsecured Credit Facility. As a result, we may be required to dispose of assets on less than favorable terms, if at all, and we may be unable to vary our portfolio in response to economic or other conditions, which could adversely affect our financial position.

Our expenses may remain constant or increase, even if income from our properties decreases, causing our financial condition and results of operations to be adversely affected.

Costs associated with our business, such as mortgage payments, real estate and personal property taxes, insurance, utilities and corporate expenses, are relatively inflexible and generally do not decrease, and may increase, when a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause our revenues to decrease. If we are unable to decrease our operating costs when our revenue declines, our financial condition, results of operations and ability to make distributions to our stockholders may be adversely affected. In addition, inflationary price increases could result in increased operating costs for us and our tenants and, to the extent we are unable to pass along those price increases or are unable to recover operating expenses from tenants, our operating expenses may increase, which could adversely affect our financial condition, results of operations and ability to make distributions to our stockholders. Conversely, deflation can result in a decline in general price levels caused by a decreased in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand.

Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.

We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance existing indebtedness on our properties as necessary or the terms of the refinancing may be less favorable to us than the terms of existing debt; (3) required debt payments are not reduced if the economic performance of any property declines; (4) debt service obligations could reduce funds available for distribution to our stockholders and funds available for capital investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; and (6) the risk that necessary capital expenditures for purposes such as re-leasing space cannot be financed on favorable terms. The aggregate principal amount of our existing indebtedness that will mature in 2013 and 2014 was $831 million and $356 million, respectively, at June 30, 2013. It is expected that these maturities will be primarily addressed through borrowings under the Unsecured Credit Facility. If a property is mortgaged to secure payment of indebtedness and we cannot make the mortgage payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property. Any of these risks could place strains on our cash flows, reduce our ability to grow and adversely affect our results of operations.

We utilize a significant amount of indebtedness in the operation of our business.

At June 30, 2013, as adjusted for completion of this offering and the IPO Property Transfers, we would have had approximately $6,386.6 million aggregate principal amount of indebtedness outstanding. Our leverage could have important consequences to us. For example, it could (1) result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross default or cross-acceleration provisions, other debt; (2) result in the loss of assets, including our shopping centers, due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds; (3) materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all; (4) require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes; (5) increase our vulnerability to an economic downturn; (6) limit our ability to withstand competitive pressures; or (7) reduce our flexibility to respond to changing business and economic conditions.

If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations.

We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us. Our inability to obtain financing could have negative effects on our business. Among other things, we could have great difficulty acquiring, re-developing or maintaining our properties, which would materially and adversely affect our business strategy and portfolio, and may result in our (1) liquidity being adversely affected; (2) inability to repay or refinance our indebtedness on or before its maturity; (3) making higher interest and principal payments or selling some of our assets on terms unfavorable to us to service our indebtedness; or (4) issuing additional capital stock, which could further dilute the ownership of our existing stockholders.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our Unsecured Credit Facility bear interest at variable rates and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows will correspondingly decrease. Assuming all loans under our Unsecured Credit Facility were fully drawn, each quarter point change in interest rates would result in a $6.9 million change in annual interest expense on our indebtedness under our new Unsecured Credit Facility. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

Upon completion of this offering, we anticipate that our pro forma mortgage debt outstanding will be approximately $4,060.7 million, excluding the impact of unamortized premiums. If a property or group of properties is mortgaged to secure payment of debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on the property, resulting in a loss of our investment. Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss. Also, certain of the mortgages contain customary negative covenants which, among other things, limit our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases or materially modify existing leases with respect to the property.

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

Our debt agreements contain financial and/or operating covenants, including, among other things, certain coverage ratios, as well as limitations on the ability to incur secured and unsecured debt. These covenants may limit our operational flexibility and acquisition and disposition activities. Moreover, if any of the covenants in these debt agreements are breached and not cured within the applicable cure period, we could be required to repay the debt immediately, even in the absence of a payment default. As a result, a default under applicable debt covenants could have an adverse effect on our financial condition or results of operations.

Current and future redevelopment or real estate property acquisitions may not yield expected returns.

We are involved in several redevelopment projects and may invest in additional redevelopment projects and property acquisitions in the future. Redevelopment and property acquisitions are subject to a number of risks, including: (1) abandonment of redevelopment or acquisition activities after expending resources to determine feasibility; (2) construction and/or lease-up delays; (3) cost overruns, including construction costs that exceed

original estimates; (4) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; (5) inability to operate successfully in new markets where new properties are located; (6) inability to successfully integrate new properties into existing operations; (7) difficulty obtaining financing on acceptable terms or paying operating expenses and debt service costs associated with redevelopment properties prior to sufficient occupancy; (8) delays or failures to obtain necessary zoning, occupancy, land use and other governmental permits; (9) exposure to fluctuations in the general economy due to the significant time lag between commencement and completion of redevelopment projects; and (10) changes in zoning and land use laws. If any of these events occur, overall project costs may significantly exceed initial cost estimates, which could result in reduced returns or losses from such investments. In addition, we may not have sufficient liquidity to fund such projects, and delays in the completion of a redevelopment project may provide various tenants the right to withdraw from a property.

An uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in our portfolio.

We carry comprehensive liability, fire, extended coverage, rental loss and acts of terrorism insurance with policy specifications and insured limits customarily carried for similar properties. There are, however, certain types of losses, such as from hurricanes, tornados, floods, terrorism, wars or earthquakes, which may be uninsurable, or the cost of insuring against such losses may not be economically justifiable. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property, on the premises, due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our operating results and financial condition.

Environmental conditions that exist at some of our properties could result in significant unexpected costs.

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances or petroleum product releases at a property and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances released on or in our property or disposed of by us or our tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances. As is common with community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site gasoline retailing facilities. These operations could potentially result in environmental contamination at the properties. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral.

effect on us, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our portfolio.

Further information relating to recognition of remediation obligation in accordance with GAAP is provided in the consolidated financial statements and notes thereto included in this prospectus.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that adversely affect our cash flows.

All of the properties in our portfolio are required to comply with the Americans with Disabilities Act (“ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in imposition of fines by the United States government or an award of damages to private litigants, or both. Although we believe the properties in our portfolio substantially comply with present requirements of the ADA, we have not conducted an audit or investigation of all of our properties to determine our compliance. While the tenants to whom our properties are leased are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. As a result, we could be required to expend funds to comply with the provisions of the ADA, which could adversely affect our results of operations and financial condition. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to the properties. We may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate the properties subject to, those requirements. The resulting expenditures and restrictions could have a material adverse effect on our ability to meet our financial obligations.

We have experienced losses in the past, and we may experience similar losses in the future.

For each of the year ended December 31, 2010, the period from January 1, 2011 through June 27, 2011, the year ended December 31, 2012 and the six months ended June 30, 2013, we experienced net losses. Our losses are primarily attributable to non-cash items, such as depreciation, amortization and impairments. Please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus for a discussion of our operational history and the factors accounting for such losses. We cannot assure you that, in the future, we will be profitable or that we will realize growth in the value of our assets.

Our real estate assets may be subject to impairment charges.

On a periodic basis, we assess whether there are any indicators that the value of our real estate assets and other investments may be impaired. A property’s value is considered to be impaired only if the estimated aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. In our estimate of cash flows, we consider factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. If we are evaluating the potential sale of an asset or development alternatives, the undiscounted future cash flows considers the most likely course of action at the balance sheet date based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. These assessments may have a direct impact on our earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.

We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.

We rely extensively on computer systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password change events, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee such efforts will be successful in preventing a cyber attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful attack could disrupt and affect the business operations.

We are highly dependent upon senior management, and failure to attract and retain key members of senior management could have a material adverse effect on us.

We are highly dependent on the performance and continued efforts of the senior management team. Our future success is dependent on our ability to continue to attract and retain qualified executive officers and senior management. Any inability to manage our operations effectively could have a material adverse effect on our business, financial condition, results of operations, cash flow, capital resources and liquidity.

We face competition in pursuing acquisition opportunities that could increase our costs.

We continue to evaluate the market for available properties and may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate or re-develop them is subject to a number of risks. We may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including from other REITs and institutional investment funds. Even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price.

Risks Related to Our Organization and Structure

We are controlled by our Sponsor.

Immediately following this offering, affiliates of our Sponsor will beneficially own shares of our common stock providing them with an aggregate % of the total voting power of Brixmor Property Group Inc., or % if the underwriters exercise in full their option to purchase additional shares. Moreover, under our bylaws and the stockholders’ agreement with our Sponsor and its affiliates that will be in effect by the completion of this offering, while our pre-IPO owners and their affiliates retain significant ownership of us, we will agree to nominate to our board individuals designated by our Sponsor, whom we refer to as the “Sponsor Directors.” Even when our Sponsor and its affiliates cease to own shares of our stock representing a majority of the total voting power, for so long as our Sponsor continues to own a significant percentage of our stock our Sponsor will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval. Accordingly, until such time, our Sponsor will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as our Sponsor continues to own a significant percentage of our stock, our Sponsor will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock.

Upon the listing of our shares on the NYSE, we will be a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After completion of this offering, affiliates of Blackstone will continue to control a majority of the combined voting power of all classes of our stock entitled to vote generally in the election of directors. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

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we have a board that is comprised of a majority of “independent directors,” as defined under the rules of such exchange;

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we have a compensation committee that is comprised entirely of independent directors; and

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we have a nominating and corporate governance committee that is comprised entirely of independent directors.

Following this offering, we intend to utilize these exemptions. As a result, a majority of the directors on our board will not be independent. In addition, the Compensation Committee and the Nominating and Corporate Governance Committee of our board of directors will not consist entirely of independent directors or be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Our Sponsor exercised influence with respect to the terms of the IPO Property Transfers.

Although we intend for the value of the OP Units to be received by our Sponsor for the Acquired Properties to equal the fair market value of these properties, we did not obtain independent third-party appraisals, valuations or fairness opinions or conduct arm’s-length negotiations with our Sponsor with respect to the terms of our IPO Property Transfers.

We will assume existing liabilities of the Acquired Properties acquired in conjunction with the IPO Property Transfers.

As part of the IPO Property Transfers, we will assume existing liabilities of the Acquired Properties and of the legal entities that own these properties. Although we currently manage these properties for our Sponsor and are generally aware of their liabilities, as well as the insurance in place to address such risks, our recourse against our Sponsor will be limited by the terms of the agreements entered into with our Sponsor in connection with the IPO Property Transfers. Because many liabilities, including tax liabilities, may not be identified within such period, we may have no recourse against our Sponsor for our assumed liabilities. In addition, such indemnification is capped and may not be sufficient to cover all liabilities assumed. Moreover, we may choose not to enforce, or to enforce less vigorously, our rights under these indemnification agreements due to our ongoing relationship with our Sponsor. We are not entitled to indemnification from any other sources in connection with the IPO Property Transfers.

Our board of directors may approve the issuance of stock, including preferred stock, with terms that may discourage a third party from acquiring us.

Our charter will permit our board of directors to authorize the issuance of stock in one or more classes or series. Our board of directors may also classify or reclassify any unissued stock and establish the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of any such stock, which rights may be superior to those of our common stock. Thus, our

board of directors could authorize the issuance of shares of a class or series of stock with terms and conditions which could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our outstanding common stock might receive a premium for their shares over the then current market price of our common stock. See “Description of Stock—Power to Reclassify and Issue Stock.”

Certain provisions in the organizational documents of BPG Subsidiary and the partnership agreement for our Operating Partnership may delay or prevent unsolicited acquisitions of us.

Provisions in the organizational documents of BPG Subsidiary and the partnership agreement for our Operating Partnership may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others:

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redemption or exchange rights of qualifying parties;

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transfer restrictions on the BPG Subsidiary Shares held by Brixmor Property Group Inc. and OP Units held directly or indirectly by Brixmor Property Group Inc. or BPG Subsidiary;

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our inability in some cases to amend the charter documents of BPG Subsidiary or the partnership agreement of our Operating Partnership without the consent of the holders of the Outstanding BPG Subsidiary Shares or the Outstanding OP Units;

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the right of the holders of the Outstanding BPG Subsidiary Shares or the Outstanding OP Units to consent to mergers involving us under specified circumstances; and

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the right of the holders of the Outstanding OP Units to consent to transfers of the general partnership interest.

Any potential change of control transaction may be further limited as a result of provisions of the partnership unit designation for the OP Units, which require us to preserve the rights of OP Unit holders and may restrict us from amending the partnership agreement of our Operating Partnership in a manner that would have an adverse effect on the rights of our Sponsor or other OP Unit holders. In addition, the charter and bylaws of BPG Subsidiary require us to preserve the rights of the holders of BPG Subsidiary Shares and these provisions may prevent us from amending the charter or bylaws for BPG Subsidiary in a manner that would have an adverse effect on the rights of the holders of BPG Subsidiary Shares.

Our bylaws generally may be amended only by our board of directors, which could limit your control of certain aspects of our corporate governance.

Our board of directors will have the sole power to amend our bylaws, except that, so long as the stockholders’ agreement remains in effect, certain amendments to our bylaws will require the consent of our Sponsor and amendments to our bylaws that would allow our board of directors to repeal its exemption of any transaction between us and any other person from the “business combination” provisions of the Maryland General Corporation Law (the “MGCL”) or the exemption of any acquisition of our stock from the “control share” provisions of the MGCL must be approved by our stockholders. Thus, our board may amend the bylaws in a way that may be detrimental to your interests.

Our board of directors may change significant corporate policies without stockholder approval.

Our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, will be determined by our board of directors. These policies may be amended or revised at any time and from time to time at the discretion of our board of directors without a vote of our stockholders. Our charter will also provide that our board of directors may revoke or otherwise terminate our REIT election without approval of our stockholders, if it determines that it is no

longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. In addition, our board of directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements. A change in these policies or the termination of our REIT election could have an adverse effect on our financial condition, our results of operations, our cash flow, the per share trading price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Our charter will eliminate the liability of our directors and officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law and our charter, our directors and officers will not have any liability to us or our stockholders for money damages other than liability resulting from:

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actual receipt of an improper benefit or profit in money, property or services; or

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active and deliberate dishonesty by the director or officer that was established by a final judgment and is material to the cause of action adjudicated.

Our charter will authorize us and our bylaws will require us to indemnify each of our directors or officers who is or is threatened to be made a party to or witness in a proceeding by reason of his or her service in those or certain other capacities, to the maximum extent permitted by Maryland law, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her status as a present or former director or officer of us. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our stockholders may have more limited rights to recover money damages from our directors and officers than might otherwise exist absent these provisions in our charter and bylaws or that might exist with other companies, which could limit your recourse in the event of actions that are not in our best interests.

Our charter will contain a provision that expressly permits our Sponsor, our non-employee directors and certain of our pre-IPO owners, and their affiliates, to compete with us.

Our Sponsor may compete with us for investments in properties and for tenants. There is no assurance that any conflicts of interest created by such competition will be resolved in our favor. Moreover, Blackstone is in the business of making investments in companies and acquires and holds interests in businesses that compete directly or indirectly with us. Our charter will provide that, to the maximum extent permitted from time to time by Maryland law, we renounce any interest or expectancy that we have in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by our directors or their affiliates, other than to those directors who are employed by us or our subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director, and none of our Sponsor or Centerbridge, one of our pre-IPO owners, or any of their respective affiliates, or any director who is not employed by us or any of his or her affiliates, will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we or our affiliates engage or propose to engage or to refrain from otherwise competing with us or our affiliates. Our Sponsor also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

Our charter will provide that, to the maximum extent permitted from time to time by Maryland law, our Sponsor, Centerbridge and each of our non-employee directors (including those designated by our Sponsor), and any of their affiliates, may:

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acquire, hold and dispose of shares of our stock, the BPG Subsidiary Shares or OP Units for his or her own account or for the account of others, and exercise all of the rights of a stockholder of Brixmor

Property Group Inc. or BGP Subsidiary, or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she or it were not our director or stockholder; and

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in his, her or its personal capacity or in his, her or its capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in mortgages, real property or persons engaged in the real estate business.

Our charter will also provide that, to the maximum extent permitted from time to time by Maryland law, in the event that our Sponsor, Centerbridge, any non-employee director, or any of their respective affiliates, acquires knowledge of a potential transaction or other business opportunity, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and may take any such opportunity for itself, himself or herself or offer it to another person or entity unless the business opportunity is expressly offered to such person in his or her capacity as our director. These provisions may limit our ability to pursue business or investment opportunities that we might otherwise have had the opportunity to pursue, which could have an adverse effect on our financial condition, our results of operations, our cash flow, the per share trading price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.

Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders of OP Units.

After the consummation of this offering, because we control the general partner of our Operating Partnership, we will have fiduciary duties to the other limited partners in the operating partnership, the discharge of which may conflict with the interests of our stockholders. The limited partners of our Operating Partnership have agreed that, in the event of a conflict between the duties owed by our directors to us and, in our capacity as the controlling stockholder of the sole member of the general partner of our Operating Partnership, the fiduciary duties owed by the general partner of our Operating Partnership to such limited partners, we are under no obligation to give priority to the interests of such limited partners. However, those persons holding OP Units will have the right to vote on certain amendments to the operating partnership agreement (which require approval by a majority in interest of the limited partners, including BPG Subsidiary) and individually to approve certain amendments that would adversely affect their rights. These voting rights may be exercised in a manner that conflicts with the interests of our stockholders. For example, we are unable to modify the rights of limited partners to receive distributions as set forth in the operating partnership agreement in a manner that adversely affects their rights without their consent, even though such modification might be in the best interest of our stockholders.

We will be required to disclose in our periodic reports filed with the Securities and Exchange Commission specified activities engaged in by our “affiliates.”

In August 2012, Congress enacted the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRSHRA”), which expands the scope of U.S. sanctions against Iran. More specifically, Section 219 of the ITRSHRA amended the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to require companies subject to Securities and Exchange Commission (“SEC”) reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain Office of Foreign Assets Control sanctions engaged in by the reporting company or any of its affiliates during the period covered by the relevant periodic report. In some cases, ITRSHRA requires companies to disclose these types of transactions even if they would otherwise be permissible under U.S. law. These companies are required to separately file with the SEC a notice that such activities have been disclosed in the relevant periodic report, and the SEC is required to post this notice of disclosure on its website and send the report to the U.S. President and certain U.S. Congressional committees. The U.S. President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation, to determine whether sanctions should be

imposed. Under ITRSHRA, we would be required to report if we or any of our “affiliates” knowingly engaged in certain specified activities during the period covered by the report. Because the SEC defines the term “affiliate” broadly, it includes any entity controlled by us as well as any person or entity that controls us or is under common control with us. Because we may be deemed to be a controlled affiliate of our Sponsor, affiliates of our Sponsor may also be considered our affiliates. Disclosure of such activity, even if such activity is not subject to sanctions under applicable law, and any sanctions actually imposed on us or our affiliates as a result of these activities, could harm our reputation and have a negative impact on our business.

Risks Related to our REIT Status and Certain Other Tax Items

If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability.

We expect to continue to operate so as to qualify as a REIT under the Code. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, we could fail to meet various compliance requirements, which could jeopardize our REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, then:

•

we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being subject to federal income tax on our taxable income at regular corporate income tax rates;

•

any resulting tax liability could be substantial and could have a material adverse effect on our book value;

•

unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and

•

we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.

REITs, in certain circumstances, may incur tax liabilities that would reduce our cash available for distribution to you.

Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state and local taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. We may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if we were to fail an income test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect) we would be subject to tax on the income that does not meet the income test requirements. We also may decide to retain net capital gain we earn from the sale or other disposition of our investments and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets, such as our TRSs, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to you.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our expansion opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, our sources of income, the nature of our investments in commercial real estate

and related assets, the amounts we distribute to our stockholders and the ownership of our stock. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.

In order to qualify as a REIT, we must also ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets. The remainder of our investments in securities cannot include more than 10% of the outstanding voting securities of any one issuer or 10% of the total value of the outstanding securities of any one issuer unless we and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Code. The total value of all of our investments in taxable REIT subsidiaries cannot exceed 25% of the value of our total assets. In addition, no more than 5% of the value of our assets can consist of the securities of any one issuer other than a taxable REIT subsidiary. If we fail to comply with these requirements, we must dispose of a portion of our assets within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets, if not clearly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests that we must satisfy in order to maintain our qualification as a REIT. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the gross income tests. See “Material United States Federal Income Tax Considerations—Income Tests.” As a result of these rules, we intend to limit our use of advantageous hedging techniques or implement those hedges through a domestic TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRS.

Complying with REIT requirements may force us to borrow to make distributions to stockholders.

From time to time, our taxable income may be greater than our cash flow available for distribution to stockholders. If we do not have other funds available in these situations, we may be unable to distribute substantially all of our taxable income as required by the REIT provisions of the Code. Thus, we could be required to borrow funds, sell a portion of our assets at disadvantageous prices or find another alternative. These options could increase our costs or reduce our equity.

Our charter will not permit any person to own more than 9.8% of our outstanding common stock or of our outstanding stock of all classes or series, and attempts to acquire our common stock or our stock of all other classes or series in excess of these 9.8% limits would not be effective without an exemption from these limits by our board of directors.

For us to qualify as a REIT under the Code, not more than 50% of the value of our outstanding stock may be owned directly or indirectly, by five or fewer individuals (including certain entities treated as individuals for this purpose) during the last half of a taxable year. For the purpose of assisting our qualification as a REIT for federal income tax purposes, among other purposes, our charter will prohibit beneficial or constructive ownership by any person of more than a certain percentage, currently 9.8%, in value or by number of shares, whichever is more restrictive, of the outstanding shares of our common stock or 9.8% in value of the outstanding shares of our

stock, which we refer to as the “ownership limit.” The constructive ownership rules under the Code and our charter are complex and may cause shares of the outstanding common stock owned by a group of related persons to be deemed to be constructively owned by one person. As a result, the acquisition of less than 9.8% of our outstanding common stock or our stock by a person could cause a person to own constructively in excess of 9.8% of our outstanding common stock or our stock, respectively, and thus violate the ownership limit. There can be no assurance that our board of directors, as permitted in the charter, will not decrease this ownership limit in the future. Any attempt to own or transfer shares of our common stock in excess of the ownership limit without the consent of our board of directors will result either in the shares in excess of the limit being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such excess shares will not have any rights in such excess shares, or in the transfer being void.

The ownership limit may have the effect of precluding a change in control of us by a third party, even if such change in control would be in the best interests of our stockholders or would result in receipt of a premium to the price of our common stock (and even if such change in control would not reasonably jeopardize our REIT status). The exemptions to the ownership limit granted to date may limit our board of directors’ power to increase the ownership limit or grant further exemptions in the future.

We may choose to make distributions in our own stock, in which case you may be required to pay income taxes without receiving any cash dividends.

In connection with our qualification as a REIT, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make distributions that are payable in cash and/or shares of our common stock (which could account for up to 90% of the aggregate amount of such distributions) at the election of each stockholder. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to pay income taxes with respect to such distributions in excess of the cash portion of the distribution received. Accordingly, U.S. holders receiving a distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount it must include in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. holders, we may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividend income, such sale may put downward pressure on the market price of our common stock.

Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been addressed by the Internal Revenue Service (“IRS”). No assurance can be given that the IRS will not impose requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such taxable cash/stock distributions have not been met.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S. stockholders has been reduced by legislation to 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. Although this legislation does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could

cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

We will be dependent on external sources of capital to finance our growth.

As with other REITs, but unlike corporations generally, our ability to finance our growth must largely be funded by external sources of capital because we generally will have to distribute to our stockholders 90% of our taxable income in order to qualify as a REIT, including taxable income where we do not receive corresponding cash. Our access to external capital will depend upon a number of factors, including general market conditions, the market’s perception of our growth potential, our current and potential future earnings, cash distributions and the market price of our common stock.

We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the price of our common stock.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure you that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. You are urged to consult with your tax advisor with respect to the impact of recent legislation on your investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares. Although REITs generally receive certain tax advantages compared to entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the approval of our stockholders.

Liquidation of assets may jeopardize our REIT qualification.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.

Our ownership of and relationship with any TRS will be restricted, and a failure to comply with the restrictions would jeopardize our REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. The value of our interests in and thus the amount of assets held in a TRS may also be restricted by our need to qualify for an exclusion from regulation as an investment company under the Investment Company Act. A TRS will pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Any TRS we own, as a domestic TRS, will pay federal, state and local income tax on its taxable income, and its after-tax net income is available for distribution to us but is not required to be distributed to us. The aggregate value of the TRS stock and securities owned by us cannot exceed 25% of the value of our total assets (including the TRS stock and securities). Although we plan to monitor our investments in TRSs, there can be no assurance that we will be able to comply with the 25% limitation discussed above or to avoid application of the 100% excise tax discussed above.

Risks Related to this Offering and Ownership of Our Common Stock

The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we assure you of our ability to make distributions in the future. We may use borrowed funds to make distributions.

Our expected annual distributions for the 12 months following the consummation of this offering of $ per share are expected to be approximately % of estimated cash available for distribution (or % of estimated cash available for distribution if the underwriters exercise their option to purchase additional shares in full). We expect that our initial estimated annual distributions will not exceed cash available from operations. If cash available for distribution generated by our assets for such twelve month period is less than our estimate, or if such cash available for distribution decreases in future periods from expected levels, our inability to make the expected distributions could result in a decrease in the market price of our common stock. See “Distribution Policy.” All distributions will be made at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our REIT qualification and other factors as our board of directors may deem relevant from time to time. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. To the extent that we decide to make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in their shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock. See “Material United States Federal Income Tax Considerations—Taxation of United States Holders of Our Common Stock—Distributions Generally.” If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

No public market for our shares currently exists, an active trading market for our shares may not develop and the market price of our shares may decline substantially and quickly.

Prior to this offering, there has been no public market for our shares. Although we intend to apply to list our shares on the NYSE, we cannot predict the extent to which a trading market will develop or how liquid that market might become. The estimated initial public offering price for our shares was determined by negotiations between us and the representative of the underwriters and may not be indicative of prices that will prevail in the trading market. An active trading market may not develop following the closing of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the market price of your shares. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire additional properties or other businesses by using our shares as consideration, which in turn could materially adversely affect our business. In addition, the stock market in general, and the NYSE and REITs in particular, have recently experienced extreme price and volume fluctuations. These broad market and industry factors may decrease the market price of our shares, regardless of our actual operating performance. For these reasons, among others, the market price of the shares you purchase in this offering may decline substantially and quickly.

Our share price may decline due to the large number of our shares eligible for future sale.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after this offering or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our common stock in the future at a time and at a price that we deem appropriate. Upon completion of this offering we will have a total of shares of our common stock outstanding, or shares of our common stock assuming the underwriters exercise in full their option to purchase additional shares of our common stock. All of the shares of our common stock sold in this offering, or shares of our common stock assuming the underwriters exercise in full their option to purchase additional shares of our common stock, will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), by persons other than our “affiliates.” See “Shares Eligible for Future Sale.”

The remaining shares of our common stock outstanding held by our pre-IPO owners will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144. As a result of the registration rights agreement, however, all of these shares of our common stock will, subject to applicable lock-up arrangements, be eligible for future sale. From and after the first anniversary of the date of the closing of this offering, the BPG Subsidiary Shares held by our pre-IPO owners will be exchangeable at the option of the holder for an equivalent number of shares of our common stock or, at our option, cash based upon the value of an equivalent number of shares of our common stock, subject to the ownership limit and other restrictions on ownership and transfer set forth in our charter and described under the section entitled “Description of Stock—Restrictions on Ownership and Transfer.” In addition, from and after the first anniversary of the date of the closing of this offering, limited partners of our Operating Partnership will have the right to require our Operating Partnership to redeem part or all of their OP Units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the election to redeem, or, at our election, exchange them for an equivalent number of shares of our common stock, subject to the ownership limit and other restrictions on ownership and transfer set forth in our charter and described under the section entitled “Description of Stock—Restrictions on Ownership and Transfer.” Notwithstanding the foregoing, our Sponsor and Centerbridge are generally permitted to exchange BPG Subsidiary Shares and redeem their OP Units at any time. Any shares we issue upon such exchanges would be “restricted securities” as defined in Rule 144 unless we register such issuances. However, we will enter into a registration rights agreement that will require us to register under the Securities Act these shares. See “Shares Eligible For Future Sale—Registration Rights” and “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register 15,000,000 shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our 2013 Omnibus Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover shares of our common stock.

Upon completion of this offering, our charter will provide that we may issue up to 3,000,000,000 shares of common stock, and 300,000,000 shares of preferred stock, $0.01 par value per share. Moreover, under Maryland law and our charter, our board of directors has the power to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue without stockholder approval. See “Description of Stock.” Similarly, the agreement of limited partnership of our Operating Partnership authorizes us to issue an unlimited number of additional OP Units of our Operating Partnership, which may be exchangeable for shares of our common stock. In addition, the charter of BPG Subsidiary authorizes BPG Subsidiary to issue additional BPG Subsidiary Shares, which may be exchangeable for shares of our common stock, or, at our option, cash based on the value of an equivalent number of shares of our common stock, and 1,000 shares of preferred stock.

The market price of our common stock could be adversely affected by market conditions and by our actual and expected future earnings and level of cash dividends.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares without regard to our operating performance. For example, the trading prices of equity securities issued by REITs have historically been affected by changes in market interest rates. One of the factors that may influence the market price of our common stock is the annual yield from distributions on our common stock as compared to yields on other financial instruments. An increase in market interest rates, or a decrease in our distributions to stockholders, may lead prospective purchasers of shares of our common stock to demand a higher distribution rate or seek alternative investments. As a result, if interest rates rise, it is likely that the market price of our common stock will decrease as market rates on interest-bearing securities increase. In addition, our operating results could be below the expectations of public market analysts and investors, and in response the market price of our shares could decrease significantly. The market value of the equity securities of a REIT is also based upon the market’s perception of the REIT’s growth potential and its current and potential future cash distributions, whether from operations, sales or refinancings, and is secondarily based upon the real estate market value of the underlying assets. For that reason, our common stock may trade at prices that are higher or lower than our net asset value per share. To the extent we retain operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely would adversely affect the market price of our common stock and, in such instances, you may be unable to resell your shares at or above the initial public offering price.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. 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. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under “Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. 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.

MARKET AND INDUSTRY DATA

We have obtained the information under “Summary—Industry Overview” and “Industry Overview” from the market study prepared for us by Rosen Consulting Group (“RCG”), a nationally recognized real estate consulting firm, and such information is included in this prospectus in reliance on RCG’s authority as an expert in such matters. See “Experts.” In addition, this prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications, other published industry sources and our internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions.

ORGANIZATIONAL STRUCTURE

IPO Property Transfers

In connection with this offering, we will acquire interests in 43 properties (the “Acquired Properties”) from our Sponsor in exchange for OP Units having a value equivalent to the value of these interests. The precise number of OP Units to be issued in connection with our acquisition of the Acquired Properties will be determined at the time that the initial public offering price per share in this offering is determined. More specifically, because we have determined that the Acquired Properties are of comparable quality to the Same Property Portfolio, we intend to utilize the capitalization rate for the IPO Portfolio implied by the initial price to the public in this offering to assign values to the properties comprising the Same Property Portfolio and the Acquired Properties and then, after taking in to account the differing levels of indebtedness related to these different asset pools, determine the relative equity value contributed by the owners of the Acquired Properties. This calculation will permit us to determine the appropriate percentage ownership of the Operating Partnership to be issued in exchange for the Acquired Properties. Because the Acquired Properties are somewhat more highly leveraged than the Same Property Portfolio, the proportion of the equity value contributed by the owners of the Acquired Properties is correlated to the initial public offering price and the overall value implied to the IPO Portfolio by that price. Based on an assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), we would issue OP Units in exchange for interests in the Acquired Properties. A $1.00 increase in the assumed initial public offering price to $ per share would increase the number of OP Units we would issue to , and a $1.00 decrease in the assumed initial public offering price to $ per share would decrease the number of OP Units we would issue to our Sponsor to . In connection with the acquisition of the Acquired Properties, we will repay approximately $74.1 million of indebtedness to our Sponsor attributable to certain of the Acquired Properties, approximately $66.6 million of which will be repaid with a portion of the net proceeds of this offering and approximately $7.5 million of which will be repaid approximately one year following this offering.

Also in connection with this offering, we will distribute to our pre-IPO owners interests (except to the extent that we dispose of any such interest prior to such distribution) in 45 properties that we have historically held in our portfolio (the “Non-Core Properties”). Certain of the Non-Core Properties are subject to transfer restrictions under the indentures governing unsecured notes issued by our subsidiary, Brixmor LLC, until January 15, 2014. Accordingly, we intend to effect the distribution of the Non-Core Properties to our pre-IPO owners in two steps. First, at the time of this offering we will issue to our pre-IPO owners a separate series of interest in our Operating Partnership that allocates to them all of the economic consequences of ownership of the Non-Core Properties. This separate series of interest in our Operating Partnership will be redeemable by us at our option at any time by transferring to the holders of such series the underlying Non-Core Properties. Second, following the expiration of the applicable transfer restrictions on January 15, 2014, we intend to transfer to our pre-IPO owners the Non-Core Properties in redemption of the separate series of interest in our Operating Partnership relating to these properties. We will not be required to redeem the separate series of interests after the transfer restrictions expire, nor do we have the option to redeem the separate series of interests with cash or any other form of consideration. However, we do not anticipate any circumstances in which we would not redeem the separate series of interests after the transfer restrictions expire, and because the economic consequences of ownership of the Non-Core Properties will be attributable to the holders of the separate series of interests, which will be reflected as a noncontrolling interest in Brixmor Property Group Inc.’s consolidated financial statements, the net income attributable to Brixmor Property Group Inc. would be unaffected by any decision not to redeem these interests. Following this offering and the IPO Property Transfers, we will continue to manage the Non-Core Properties for which we expect to receive customary management, leasing and other fees.

We refer to the above-described contributions and distributions as the “IPO Property Transfers.” For additional information, see “Unaudited Pro Forma Financial Information—IPO Property Transfers.”

Management Interests in Acquired Properties

Certain members of our management team, including our executive officers, purchased, or received as compensation for services such executives provided with respect to the Acquired Properties, interests in affiliated entities that presently own the Acquired Properties. Following the IPO Property Transfers, the interests of our management in these entities will be converted into OP Units in a manner intended to replicate the respective economic benefit provided by such units based upon the valuation derived from the initial public offering price relative to the specific assets of that affiliated entity that comprise the Acquired Properties. We will recognize additional compensation expense in respect of the conversion that will be included in general and administrative expense at the time we complete the IPO Property Transfers. The amount of the expense recognized will be the difference between the accumulated amounts previously recognized by us for the interests in the Acquired Properties and the fair value of the OP Units issued in the conversion.

The following table sets forth the type and number of such interests prior to the conversion and the number of OP Units into which such interests will be converted, in each case based on an assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus).


	BRE Southeast Retail		BRE Throne
	BRE Units(1)	Class A-2 Units(2)	Throne Units(3)	Class A-2 Units(4)
Management interests outstanding prior to conversion
Conversion ratio
OP Units to be issued

(1)

Class B Units (“BRE Units”) in BRE Southeast Retail Holdings LLC (“BRE Southeast Retail”). The BRE Units are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in the equity value of BRE Southeast Retail that exceeds a specified threshold.

(2)	Class A-2 Units in BRE Southeast Retail. Class A-2 Units are equity interests that have economic characteristics that are similar to those of shares of common stock in a corporation.

(3)

Class B Units (the “Throne Units”) in BRE Throne Parent HoldCo LLC and BRE Throne REIT HoldCo LLC (collectively, “BRE Throne”). The Throne Units are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in the equity value of BRE Throne that exceeds a specified threshold.

(4)	Class A-2 Units in BRE Throne. Class A-2 Units are equity interests that have economic characteristics that are similar to those of shares of common stock in a corporation.

See “Management—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation—Equity Awards in the Acquired Properties We Manage” and “Management—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation—Compensation Actions Taken During 2013—Equity Awards in the Acquired Properties We Manage.”

Our Organizational Structure

All of our assets are held, and our operations conducted, by our Operating Partnership. We own and control our Operating Partnership indirectly through our ownership in BPG Subsidiary. Brixmor OP GP LLC, a wholly-owned subsidiary of BPG Subsidiary, serves as the sole general partner of our Operating Partnership.

In addition to owning shares of our common stock, our Pre-IPO owners also own Outstanding BPG Subsidiary Shares and, following the IPO Property Transfers, Outstanding OP Units. We have entered into an exchange agreement with the holders of the Outstanding BPG Subsidiary Shares so that these holders may, from and after the first anniversary of the date of the closing of this offering (subject to the terms of the exchange

agreement), exchange their BPG Subsidiary Shares for shares of our common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, share dividends and reclassifications, or, at our election, for cash. In addition, holders of Outstanding OP Units may, from and after the first anniversary of the date of the closing of this offering (subject to the terms of the partnership agreement of our Operating Partnership), redeem their OP Units for cash or, at our election, exchange their OP Units for shares of our common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. Notwithstanding the foregoing, our Sponsor and Centerbridge are generally permitted to exchange BPG Subsidiary Shares and redeem their OP Units at any time.

We refer to shares of our common stock, the BPG Subsidiary Shares and the OP Units, collectively, as “Brixmor Interests.” We use the term “Outstanding BPG Subsidiary Shares” to refer to the BPG Subsidiary Shares held by persons other than Brixmor Property Group Inc. and the term “Outstanding OP Units” to refer to the OP Units not held by Brixmor Property Group Inc., BPG Subsidiary or its wholly-owned subsidiary. We use the term “Outstanding Brixmor Interests” to refer, collectively, to the outstanding shares of our common stock, the Outstanding BPG Subsidiary Shares and the Outstanding OP Units.

After the completion of this offering and the IPO Property Transfers, BPG Subsidiary will own a majority of the OP Units of our Operating Partnership outstanding, and its wholly-owned subsidiary, Brixmor OP GP LLC, will serve as the sole general partner of our Operating Partnership. Accordingly, BPG Subsidiary will operate and control all of the business and affairs of our Operating Partnership and consolidate the financial results of our Operating Partnership and its consolidated subsidiaries. The ownership interest of the holders of OP Units to be held by our pre-IPO owners will also be reflected as a non-controlling interest in Brixmor Property Group Inc.’s consolidated financial statements.

As of June 30, 2013, Brixmor Property Group Inc. had outstanding 125 shares of Series A Redeemable Preferred Stock (the “Existing Preferred Stock”) held by 125 holders, having a liquidation preference of $10,000 per share. We intend to redeem for cash all outstanding shares of our Existing Preferred Stock shortly before the completion of this offering.

As of June 30, 2013, BPG Subsidiary Inc. had outstanding 125 shares of Series A Redeemable Preferred Stock, par value $0.01 per share, held by 125 holders, having a liquidation preference of $10,000 per share. The outstanding preferred stock of BPG Subsidiary Inc. will remain outstanding after this offering.

LOGO

(1)	BPG Subsidiary owns a portion of its interest in our Operating Partnership through Brixmor OP GP LLC, a wholly-owned subsidiary of BPG Subsidiary that serves as the sole general partner of our Operating Partnership.

USE OF PROCEEDS

We estimate that the net proceeds we will receive from this offering, after deducting estimated underwriting discounts and estimated offering expenses payable by us, will be approximately $ , or approximately $ if the underwriters exercise in full their option to purchase additional shares from us, assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) net proceeds to us from this offering by approximately $ , assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same.

Brixmor Property Group Inc. will contribute the net proceeds of this offering to BPG Subsidiary in exchange for a number of BPG Subsidiary Shares that is equal to the number of shares that we issue to investors in this offering. BPG Subsidiary will in turn contribute this amount to our Operating Partnership in exchange for a number of OP Units that is equal to the number of BPG Subsidiary Shares that BPG Subsidiary so issues to Brixmor Property Group Inc.

Our Operating Partnership will primarily use the net proceeds from this offering to repay $632.5 million of outstanding borrowings under the revolving portion of the Unsecured Credit Facility, which will mature in 2017. Borrowings under the revolving facility currently bear interest at LIBOR plus 1.70%. The borrowings under the revolving credit facility to be repaid with proceeds from this offering will have been used to repay indebtedness of our Operating Partnership and its subsidiaries and for general corporate purposes. See “Description of Indebtedness.” Affiliates of each of the representatives of the underwriters are lenders under our Unsecured Credit Facility, which we intend to repay in part with the net proceeds of this offering. We will also use the net offering proceeds to repay $66.6 million of indebtedness to our Sponsor attributable to certain of the Acquired Properties, to pay approximately $2.0 million of transaction costs related to the IPO Property Transfers, which relate to, among other things, transfer taxes and loan consent fees, and to pay approximately $5.5 million of transfer fees due to lenders on several of our outstanding mortgage loans that are payable in connection with this offering.

DISTRIBUTION POLICY

We intend to continue to qualify as a REIT for U.S. federal income tax purposes. The Code generally requires that a REIT annually distribute at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain, and imposes tax on any taxable income retained by a REIT, including capital gains.

We intend to make a pro rata distribution with respect to the quarter during which this offering occurs, based on a distribution rate of $ per share of our common stock for a full quarter. On an annualized basis, this would be $ per share of our common stock, or an annualized distribution rate of approximately % based on the midpoint of the price range set forth on the cover of this prospectus. We estimate that this initial annual distribution rate will represent approximately % of estimated cash available for distribution for the 12 months ending June 30, 2014. We do not intend to reduce the annualized distribution per share of our common stock if the underwriters exercise their option to purchase additional shares. Our intended initial annual distribution rate has been established based on our estimate of cash available for distribution for the 12 months ending June 30, 2014, which we have calculated based on adjustments to our pro forma net income for the 12 months ended June 30, 2013. This estimate was based on our pro forma operating results and does not take into account our long-term business and growth strategies, nor does it take into account any unanticipated expenditures that we may have to make or any financings for such expenditures. In estimating our cash available for distribution for the 12 months ending June 30, 2014, we have made certain assumptions reflected in the table and footnotes below, including that there will be no terminations of existing leases in our portfolio after June 30, 2013 (other than scheduled lease expirations) or lease renewals or new leases (other than month-to-month leases) after June 30, 2013 unless a new or renewal lease has been entered into prior to the date of this prospectus.

Our estimate of cash available for distribution does not reflect the effect of any changes in our working capital after June 30, 2013, other than the amount of cash estimated to be used for tenant improvement and leasing commission costs related to leases that may be entered into prior to the date of this prospectus. It also does not reflect the amount of cash estimated to be used for investing activities for acquisition and other activities, other than estimated capital expenditures, or the amount of cash estimated to be used for financing activities, other than scheduled mortgage loan principal repayments on mortgage indebtedness that will be outstanding upon consummation of this offering. Although we have included all material investing and financing activities that we have commitments to undertake as of June 30, 2013, we may undertake other investing and/or financing activities in the future. Any such investing and/or financing activities may have a material effect on our estimate of cash available for distribution. Because we have made the assumptions set forth above in estimating cash available for distribution, we do not intend this estimate to be a projection or forecast of our actual results of operations or liquidity. Our estimate of cash available for distribution should not be considered as an alternative to cash flow from operating activities (computed in accordance with GAAP) or as an indicator of our liquidity or ability to pay dividends or make distributions. In addition, the methodology upon which we made the adjustments described below is not necessarily intended to be a basis for calculating cash available for distribution.

Notwithstanding the estimate set forth below, our future distributions will be at the sole discretion of our board of directors. When determining the amount of future distributions, we expect that our board of directors will consider, among other factors, (1) the amount of cash generated from our operating activities, (2) our expectations of future cash flows, (3) our determination of near-term cash needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (4) the timing of significant redevelopment and re-leasing activities and the establishment of additional cash reserves for anticipated tenant improvements and general property capital improvements, (5) our ability to continue to access additional sources of capital, (6) the amount required to be distributed to maintain our status as a REIT and to reduce any income and excise taxes that we otherwise would be required to pay, (7) any limitations on our distributions contained in our credit or other agreements, including, without limitation, in our Unsecured Credit Facility, and (8) the sufficiency of legally-available assets.

If our operations do not generate sufficient cash flow to allow us to satisfy the REIT distribution requirements, we may be required to fund distributions from working capital, borrow funds, sell assets or reduce such distributions. Our board of directors reviews the alternative funding sources available to us from time to time. Our actual results of operations will be affected by a number of factors, including the revenues we receive from our properties, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, please see “Risk Factors.”

Because Brixmor Property Group Inc. is a holding company and has no material assets other than its ownership of the BPG Subsidiary Shares and no material operations other than those conducted by BPG Subsidiary, we will fund any distributions from legally-available assets authorized by our board of directors in three steps:

•

first, our Operating Partnership will make distributions to those of its partners which are holders of OP Units, including BPG Subsidiary. If our Operating Partnership makes such distributions, then in addition to BPG Subsidiary and its wholly-owned subsidiary, the other partners of our Operating Partnership will also be entitled to receive equivalent distributions pro rata based on their partnership interests in our Operating Partnership;

•

second, BPG Subsidiary will distribute to Brixmor Property Group Inc. its share of such distributions. If BPG Subsidiary makes such distributions, then in addition to Brixmor Property Group Inc., the other stockholders of BPG Subsidiary will also be entitled to receive equivalent distributions pro rata based on their interests in BPG Subsidiary; and

•

third, Brixmor Property Group Inc. will distribute the amount authorized by its board of directors and declared by Brixmor Property Group Inc. to its common stockholders on a pro rata basis.

We did not pay any dividends to the holders of our common stock or Outstanding BPG Subsidiary Shares during the period from June 28, 2011 to December 31, 2011. During 2012 and to date in 2013 we have paid an aggregate of $25.0 million and $37.5 million, respectively, of dividends to the holders of our common stock or Outstanding BPG Subsidiary Shares.

The following table describes Brixmor Property Group Inc.’s pro forma net income/(loss) from continuing operations for the 12 months ended December 31, 2012 and June 30, 2013, and the adjustments it has made thereto in order to estimate its initial cash available for distribution for the 12 months ending June 30, 2014 (amounts in thousands except share and per share data, square footage data and percentages). Pro forma net income/(loss) from continuing operations reflects adjustments for certain transactions, as described in “Unaudited Pro Forma Financial Information.” Other than such adjustments, these calculations do not assume any changes to Brixmor Property Group Inc.’s operations or any acquisitions or dispositions or other developments or occurrences which could affect operating results and cash flows, or changes in outstanding shares of our common stock. We cannot assure you that actual results will be the same as or comparable to the calculations below.


Pro forma net (income)/loss from continuing operations for the 12 months ended December 31, 2012	$
Less: Pro forma net (income)/loss from continuing operations for the six months ended June 30, 2012
Add: Pro forma net (income)/loss from continuing operations for the six months ended June 30, 2013


Pro forma net (income)/loss from continuing operations for the 12 months ended June 30, 2013	$
Add: Pro forma real estate depreciation and amortization
Add: Pro forma impairment charges from continuing operations and unconsolidated joint ventures
Less: Pro forma gain on sale of real estate
Add: Net increases in contractual rent income (1)
Less: Net decreases in contractual rent income (2)
Less: Net effects of straight-line rent adjustments to tenant leases (3)
Less: Net effects of above- and below-market rent adjustments (4)
Add: Non-cash compensation expense (5)
Less: Net effects of non-cash amortization of debt premium, debt discount and debt issuance costs


Estimated cash flow from operating activities for the 12 months ending June 30, 2014	$
Estimated cash flows from investing activities
Less: Contractual obligations for tenant improvements costs and leasing commissions (6)
Less: Estimated annual provision for recurring property capital expenditures (7)

Total estimated cash flows used in investing activities
Estimated cash flow used in financing activities—scheduled mortgage loan principal repayments (8)

Estimated cash available for distribution for the 12 months ending June 30, 2014	$
Less: Non-controlling interests’ (other) share of estimated cash available for distribution


Estimated cash available to our Operating Partnership for distribution for the 12 months ended June 30, 2014	$
Share of estimated cash available to our Operating Partnership for distribution attributable to holders of Outstanding OP units
Share of estimated cash available to our Operating Partnership for distribution attributable to holders of Outstanding BPG Subsidiary Shares
Share of estimated cash available to our Operating Partnership for distribution attributable to Brixmor Property Group Inc.

Total estimated initial annual distribution to our stockholders and to holders of Outstanding BPG Subsidiary Shares and Outstanding OP Units	$

Total estimated initial annual distribution to holders of Outstanding OP Units	$

Total estimated initial annual distribution to holders of Outstanding BPG Subsidiary Shares	$

Total estimated initial annual distribution to our stockholders	$

Estimated initial annual distributions per share of our common stock (9)	$

Payout ratio based on the company’s share of estimated cash available for distribution (10)		%

(1)

Represents the net increases in contractual rental income from (i) existing leases (ii) new leases that were not in effect for the entire 12 month period ended June 30, 2013 (iii) new leases that were signed prior to the date of this prospectus but that will go into effect during the 12 months ending June 30, 2014 and (iv) projected lease renewals based on the retention rate for our IPO Portfolio of 83% for the twelve months ended June 30, 2013.

(2)	Represents the net decrease in contractual rent from (i) lease expirations including leases that are not projected to be renewed and (ii) leases that expired during the twelve month period ended June 30, 2013.

(3)	Represents the conversion of estimated rental revenues for the 12 months ending June 30, 2014 from a straight-line accrual basis to a cash basis of revenue recognition.

(4)	Represents the elimination of non-cash adjustments for above-market and below-market leases for the 12 months ended June 30, 2013.

(5)	Represents the stock based compensation expense for long term awards granted in 2011 and 2013.

(6)

For purposes of calculating the distribution in the above table, we have assumed we will incur approximately $45.9 million of tenant improvements and leasing commissions costs for new and renewal leases related solely to tenant improvements and leasing commissions incurred or expected to be incurred in the 12 months ending June 30, 2014 that we are contractually obligated to provide pursuant to the terms of the leases. All tenant improvements and leasing costs will be funded entirely from cash flow from operations. Capital expenditures related to redevelopment projects of $69.4 million are expected to be funded under our Unsecured Credit Facility between July 1, 2013 and June 30, 2014. Our redevelopment projects are tenant-driven and are focused on renovating, re-tenanting and repositioning for existing and new tenants or properties. We may occasionally seek to acquire non-owned anchor spaces and land parcels at, or adjacent to, our shopping centers to facilitate redevelopment projects.

(7)

For purposes of calculating the distribution in the above table, we have assumed we will incur approximately $17.3 million of recurring capital expenditures, calculated based on a historical four year average of $0.20 PSF. Recurring capital expenditures are costs to maintain properties and their common areas including new roofs, paving of parking lots and other general upkeep items.

(8)

Represents scheduled payments of mortgage loan principal due during the 12 months ending June 30, 2014. Does not include $1,092.0 million of debt maturities during the 12 months ending June 30, 2014 based on the assumptions that we will be able to fund these amounts under our Unsecured Credit Facility. The $1,092.0 million of debt maturities includes unsecured notes of $104.6 million that have stated maturity dates of August 2026 to February 2028 and that have a one-time repurchase right that requires us to offer to repurchase the notes if tendered by holders (but does not require the holders to tender) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. As of September 23, 2013, we have repaid $699.9 million of the outstanding debt maturities. The remaining $392.1 million will be repaid at maturity with borrowings under our Unsecured Credit Facility.

(9)	Based on a total of shares of our common stock, Outstanding BPG Subsidiary Shares and Outstanding OP Units to be outstanding after this offering.

(10)	Calculated as estimated initial annual distribution per share divided by the Brixmor Property Group Inc.’s share of estimated cash available for distribution per share for the 12 months ending June 30, 2014.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2013:

•

on an actual basis; and

•

on a pro forma basis giving effect to the transactions described in “Unaudited Pro Forma Financial Information,” including this offering (at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover of this prospectus) and the intended application of the net proceeds therefrom as described in “Use of Proceeds.”

You should read this table together with the other information contained in this prospectus, including “Our Organizational Structure,” “Use of Proceeds,” “Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes that appear elsewhere in this prospectus.


(amounts in thousands, except shares and per share data)	June 30, 2013
	Actual			Pro forma
Cash and cash equivalents	$	142,006		$
Restricted cash		104,021

Total cash	$	246,027		$


Debt:
Mortgage and secured loans (1)	$	6,093,002		$
Unsecured Credit Facility (2)		—
Brixmor LLC unsecured notes (3)		387,367

Total debt		6,480,369

Stockholders’ equity:
Common stock, par value $0.01 per share; shares authorized, actual; shares issued and outstanding, actual; shares authorized, as adjusted; shares issued and outstanding, as adjusted;		1
Preferred stock, par value $0.01 per share; shares authorized, actual; shares issued and outstanding, actual; shares authorized, as adjusted; no shares issued and outstanding, as adjusted;		—
Additional paid in capital		1,749,305
Accumulated other comprehensive loss		(49	)
Distributions in excess of accumulated loss		(108,232	)

Total stockholders’ equity (4)		1,641,025
Non-controlling interests		528,987

Total equity		2,170,012

Total capitalization (4)	$	8,650,381		$

(1)	Actual amount includes unamortized premium of $101.2 million.

(2)	On July 16, 2013, we entered into the Unsecured Credit Facility, which consists of a $1,250.0 million revolving credit facility, which will mature on July 31, 2017, with a one-year extension option and a $1,500.0 million term loan facility, which will mature on July 31, 2018.

(3)	Actual amount includes unamortized discount of $17.2 million.

(4)	To the extent we change the number of shares of common stock sold by us in this offering from the shares we expect to sell or we change the initial public offering price from the $ per share assumed initial

public offering price, representing the midpoint of the price range set forth on the cover page of this prospectus, or any combination of these events occurs, the net proceeds to us from this offering and each of total stockholders’ equity and total capitalization may increase or decrease. A $1.00 increase (decrease) in the assumed initial public offering price per share of the common stock, assuming no change in the number of shares of common stock to be sold, would increase (decrease) the net proceeds that we receive in this offering and each of total stockholders’ equity and total capitalization by approximately $ million. An increase (decrease) of 1,000,000 shares in the expected number of shares to be sold in the offering, assuming no change in the assumed initial offering price per share, would increase (decrease) our net proceeds from this offering and our total stockholders’ equity and total capitalization by approximately $ million. If the underwriters’ option to purchase additional shares is exercised in full, the pro forma amount of each of cash, total cash, additional paid-in capital, total stockholders’ equity, total equity and total capitalization would increase by approximately $ million, after deducting underwriting discounts and estimated operating expenses, and we would have shares of our common stock issued and outstanding, as adjusted.

DILUTION

If you invest in our shares, your interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share immediately after the completion of this offering.

Our pro forma net tangible book value as of June 30, 2013 was approximately $ or $ per share. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, after giving effect to the IPO Property Transfers, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares outstanding, after giving effect to the IPO Property Transfers and the transactions described in “Unaudited Pro Forma Financial Information” and assuming that all of the Outstanding BPG Subsidiary Shares and the Outstanding OP Units are exchanged for newly-issued shares of our common stock on a one-for-one basis.

After giving effect to the IPO Property Transfers, including this offering (at an assumed initial public offering price of $ per share) and the intended application of the net proceeds therefrom as described in “Use of Proceeds,” our pro forma net tangible book value as of June 30, 2013 would have been $ , or $ per share. This represents an immediate increase in the net tangible book value of $ per share and an immediate dilution of $ per share to new investors purchasing shares in this offering. The following table illustrates this dilution per share:


Assumed initial offering price per share		$
Pro forma net tangible book value per share as of June 30, 2013	$
Increase in pro forma net tangible book value per share attributable to investors in this offering

Pro forma net tangible book value per share after this offering

Dilution in pro forma net tangible book value per share to investors in this offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the amount of pro forma net tangible book value attributable to investors in this offering by $ per share, and the dilution to investors in this offering by $ per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and no exercise of the underwriters’ option to purchase additional shares.

The following table summarizes, on the same pro forma basis as of June 30, 2013, the total number of shares purchased from us, the total cash consideration paid to us and the average price per share paid by our pre-IPO owners and by new investors purchasing shares in this offering, assuming that all of the Outstanding BPG Subsidiary Shares and the Outstanding OP Units are exchanged for newly-issued shares of our common stock on a one-for-one basis.

Shares Purchased

Total Consideration

Average Price
Per Share

Number

Percentage

Amount

Percentage

(in millions)

($ in millions)

Pre-IPO owners

Investors in this offering

Total

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the total consideration paid by the investors in this offering by $ , and would increase (decrease) the percent of total consideration paid by the investors by approximately %, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and no exercise of the underwriters’ option to purchase additional shares.

If the underwriters’ option to purchase additional shares is exercised in full, the following will occur:

•

the number of shares purchased by investors in this offering will increase to shares, or approximately % of the total number of shares outstanding;

•

the immediate dilution experienced by investors in this offering will be $ per share and the pro forma net tangible book value per share will be $ per share; and

•

a $1.00 increase (decrease) in the initial offering price of $ per share would increase (decrease) the dilution experienced by investors in this offering by $ per share.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial statements reflect the pro forma financial condition and results of operations of Brixmor Property Group Inc. after giving effect to (i) the IPO Property Transfers (as described below), (ii) the acquisition of the interests we did not already hold in Arapahoe Crossings, L.P. (as described below), (iii) borrowings under the Unsecured Credit Facility, including use thereof, (as described below) and (iv) the estimated net proceeds, including use thereof, expected to be received from this offering. The pro forma adjustments associated with these transactions assume that each transaction was completed as of June 30, 2013 for purposes of the unaudited pro forma condensed consolidated balance sheet and as of January 1, 2012 for purposes of the unaudited pro forma condensed consolidated statements of operations.

Our pro forma condensed consolidated financial statements are presented for informational purposes only and are based on information and assumptions that we consider appropriate and reasonable. These pro forma condensed consolidated financial statements do not purport to (i) represent our financial position had this offering, and the other transactions described in these pro forma condensed consolidated financial statements, occurred on June 30, 2013, (ii) represent the results of our operations had this offering, and the other transactions described in these pro forma condensed consolidated financial statements, occurred on January 1, 2012 or (iii) project or forecast our financial position or results of operations as of any future date or for any future period, as applicable.

You should read the information below along with all other financial information and analysis presented in this prospectus, including the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical financial statements and related notes included elsewhere in this prospectus.

IPO Property Transfers

In connection with this offering, certain investment funds affiliated with our Sponsor will contribute their ownership interests in 43 properties (the “Acquired Properties”) to us, and we will distribute 45 properties that we have historically held in our portfolio (the “Non-Core Properties”) to our pre-IPO owners. We refer to our Sponsor, funds affiliated with Centerbridge and the members of our management who own shares of our common stock and shares of the common stock of our majority-owned subsidiary, BPG Subsidiary Inc., and who will receive units in Brixmor Operating Partnership LP as part of the IPO Property Transfers as our “pre-IPO owners.”

Our acquisition of the Acquired Properties will be accounted for as a business combination resulting in the consideration exchanged for the Acquired Properties being allocated to the acquired assets and assumed liabilities based on their fair values on the date of acquisition, including identifiable intangible assets and liabilities.

The distribution of our ownership interests in the Non-Core Properties to our pre-IPO owners is expected to be effected through the consummation of two separate transactions due to the existence of transfer restrictions governing certain of our unsecured notes that are in effect through January 15, 2014. The first transaction, which will occur at the time of this offering, will consist of our Operating Partnership issuing a special class of units to our pre-IPO owners thereby providing our pre-IPO owners with all economic rights and obligations associated with ownership of the Non-Core Properties. The second transaction, expected to be consummated following the expiration of the aforementioned transfer restrictions, will consist of our Operating Partnership redeeming the special class of units in exchange for the Non-Core Properties pursuant to certain redemption provisions providing us with the right to redeem such units at any time. The distribution of the Non-Core Properties will be accounted for at fair value with any resulting gain or loss recognized in earnings. Following this offering and the IPO Property Transfers, we will continue to manage the Non-Core Properties for which we will receive customary management, leasing and other fees from our Sponsor.

Acquisition of Arapahoe Crossings, L.P.

As of June 30, 2013, we owned a 30% ownership interest in Arapahoe Crossings, L.P. (“Arapahoe”), an unconsolidated real estate joint venture, which owns a single shopping center in the Denver, Colorado region having 466,363 sq. ft. of GLA. On May 15, 2013, we entered into an agreement with our joint venture partner to acquire the remaining 70% interest not owned by us in exchange for $20.0 million in cash, subject to a $41.9 million mortgage encumbering the asset. The transaction closed on July 31, 2013 and will be accounted for as a business combination with any resulting gain or loss associated with our previously held equity interest being recognized in earnings.

Unsecured Credit Facility

On July 16, 2013, we entered into a new $2,750.0 million Unsecured Credit Facility with a syndicate of lenders consisting of a $1,500.0 million term loan and a $1,250.0 million revolving credit facility. We expect to use the $1,500.0 million term loan and approximately $881.0 million of borrowings under the revolving credit facility to repay an equal amount of our existing indebtedness.

Offering Proceeds

We estimate that the gross proceeds to us from this offering will be approximately $750.0 million and that proceeds to us net of underwriting discounts and estimated offering expenses will be $ million, or $ million if the underwriters exercise their option to purchase additional shares in full (assuming shares are sold at $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus) after deducting underwriting discounts and other estimated expenses of this offering. Net proceeds of this offering will be used (i) to repay outstanding borrowings under the Unsecured Credit Facility, (ii) to repay indebtedness owed to our Sponsor that is attributable to certain of the Acquired Properties, (iii) to pay transaction costs associated with the IPO Property Transfers and (iv) to pay transfer fees associated with our outstanding mortgage loans.

Brixmor Property Group Inc. and Subsidiaries

Pro Forma Condensed Consolidated Balance Sheet

June 30, 2013

(Unaudited and in thousands)


				Acquisitions and Distributions
	Brixmor Property Group Inc. and Subsidiaries			Acquired Properties	Arapahoe Acquisition	Non-Core Properties Distribution	Other Pro Forma Adjustments & Eliminations			Pro Forma Before Offering	Proceeds from Offering	Use of Proceeds	Other Equity Adjustments	Pro Forma
				(A)	(B)	(C)					(F)	(G)	(H)
Assets
Real estate, net	$	8,855,876		$	$	$	$			$	$	$	$	$
Investments in and advances to unconsolidated real estate joint ventures		16,446
Cash and cash equivalents		142,006						(D	)

Restricted cash		104,021						(D	)
Marketable securities		23,593
Receivables, net		181,554						(E	)
Deferred charges and prepaid expenses, net		101,956						(D	)

Other assets		24,509

Total assets	$	9,449,961		$	$	$	$			$	$	$	$	$

Liabilities
Debt obligations, net	$	6,480,369		$	$	$	$	(D)		$	$	$	$	$

Financing liabilities, net		173,231
Accounts payable, accrued expenses and other liabilities		604,882						(D)
								(E)

Total liabilities	$	7,258,482		$	$	$	$			$	$	$	$	$

Redeemable noncontrolling interests in partnership		21,467


Equity:
Preferred stock	$	—		$	$	$	$			$	$	$	$	$
Common stock		1
Additional paid in capital		1,749,305
Accumulated other comprehensive (loss) income		(49	)
Distributions in excess of accumulated loss (income)		(108,232	)					(D	)

Total stockholders equity		1,641,025
Non controlling interests		528,987

Total equity		2,170,012

Total liabilities and equity	$	9,449,961		$	$	$	$			$	$	$	$	$

Brixmor Property Group Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Six Months Ended June 30, 2013

(Unaudited and in thousands, except per share data)


	Brixmor Property Group Inc. and Subsidiaries			Acquired Properties	Arapahoe Acquisition	Non-Core Properties Distribution	Other Pro Forma Adjustments & Eliminations			Pro Forma
				(AA)	(BB)	(CC)
Revenue
Rental income	$	443,772		$	$	$	$			$
Expense reimbursements		122,898
Other revenues		6,001						(DD	)

Total revenues		572,671

Operating expenses
Operating costs		60,971						(DD	)
Real estate taxes		86,541
Depreciation and amortization		226,505
Impairment of real estate assets		36,060
Provision for doubtful accounts		5,365
Acquisition related costs		—
General and administrative		44,343

Total operating expenses		459,785

Other income (expense)
Dividends and interest		420
Interest expense		(190,262	)					(EE	)
Gain (loss) on sale of real estate		722
Other		(2,123	)

Total other income (expense), net		(191,243	)

(Loss) income before equity in earnings of unconsolidated subsidiaries		(78,357	)
Equity in (loss) income of unconsolidated real estate joint ventures		754
Impairment of investment in unconsolidated real estate joint ventures		—

(Loss) income from continuing operations	$	(77,603	)	$	$	$	$			$

Income from continuing operations attributable to non-controlling interests										$

Income from continuing operations attributable to common stockholders										$

Pro forma income from continuing operations per share basic										$

Pro forma income from continuing operations per share diluted										$

Pro forma weighted average shares basic

Pro forma weighted average shares diluted

Brixmor Property Group Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2012

(Unaudited and in thousands, except per share data)


	Brixmor Property Group Inc. and Subsidiaries			Acquired Properties	Arapahoe Acquisition	Non-Core Properties Distribution	Other Pro Forma Adjustments & Eliminations			Pro Forma
				(AA)	(BB)	(CC)
Revenue
Rental income	$	879,766		$	$	$	$			$
Expense reimbursements		234,590
Other revenues		11,441						(DD	)

Total revenues		1,125,797

Operating expenses
Operating costs		124,673						(DD	)
Real estate taxes		162,900
Depreciation and amortization		504,583
Provision for doubtful accounts		11,861
Acquisition related costs		541
General and administrative		88,870

Total operating expenses		893,428

Other income (expenses)
Dividends and interest		1,138
Interest expense		(386,380	)					(EE	)
Gain (loss) on sale of real estate		501
Other		(507	)

Total other income (expense), net		(385,248	)

(Loss) income before equity in earnings of unconsolidated subsidiaries		(152,879	)
Equity (loss) income of unconsolidated real estate joint ventures		687
Impairment of investment in unconsolidated real estate joint ventures		(314	)

(Loss) income from continuing operations	$	(152,506	)	$	$	$	$			$

Loss from continuing operations attributable to non-controlling interests										$

Loss from continuing operations attributable to common stockholders										$

Pro forma loss from continuing operations per share basic										$

Pro forma loss from continuing operations per share diluted										$

Pro forma weighted average shares outstanding basic

Pro forma weighted average shares outstanding diluted

1. Adjustments to the Pro Forma Condensed Consolidated Balance Sheet

(A) Reflects the acquisition by us of 100% of the ownership interests in 43 properties from our pre-IPO owners in exchange for OP Units with a value of $ million based on an assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus) and the assumption of $ million of related indebtedness.

The allocation of consideration exchanged to the assets acquired and liabilities assumed is based on our preliminary estimates and is subject to change based on the final determination of the fair value attributable to the acquired assets and assumed liabilities at the time the acquisition is consummated. The estimated fair value of Real estate, net includes the following components (in thousands):


Land		$
Building and improvements
Above-market leases
In-place lease value

Total		$

Accounts payable, accrued expenses and other liabilities includes $ million to reflect the fair value attributed to below market leases.

These estimates were based on our preliminary analysis and comparable market transactions, which included a preliminary evaluation of the fair values ascribed to component assets relative to overall transaction value in comparable market transactions. Upon completion of the acquisition, the methodologies and significant inputs and assumptions used in deriving final estimates of fair value will vary based on the nature of the tangible or intangible asset. Our methodology for allocating the cost of the assets acquired and liabilities assumed is based upon estimating fair values. Fair values are determined based upon a consideration of all three generally accepted valuation approaches: (i) the income approach, (ii) the market approach and (iii) the cost approach.

We primarily relied upon the income approach to determine overall fair value of the real property assets acquired. The market approach was performed to corroborate the fair value derived under the income approach. The market approach was also relied upon to estimate the fair value of the land. Finally, we utilized the cost and the income approaches to estimate the fair value of building improvements for each of the Acquired Properties. The income approach methodology involved the lease-up of a vacant or “dark” building to the current occupancy as of the acquisition date of the acquired property while the cost approach detailed the replacement cost of the building with the application of appropriate physical, functional and external obsolescence/depreciation to arrive at a conclusion. We placed primary emphasis upon the income approach methodology with the cost approach as a secondary approach; however, both approaches generally reconciled to a similar value conclusion within a reasonable range. Estimates of fair value associated with identifiable intangible assets will likely be derived using generally accepted methodologies under the income approach. Significant inputs and assumptions associated with these approaches include estimates of future operating cash flows, as contemplated in deriving the acquisition consideration and discount and capitalization rates based on an evaluation of observable market data.

In connection with the acquisition, we expect to incur transaction costs of $ million, which relate to, among other things, transfer taxes, title costs and advisor fees. These transactions costs will, for accounting purposes, be reflected as expenses except for those costs directly attributable to the issuance of the OP Units which will be accounted for as a reduction in the carrying value of the Non-controlling interest. Accordingly, for purposes of the pro forma condensed consolidated balance sheet, $ million of transaction costs have been reflected as an addition to Distributions in excess of accumulated loss.

Debt obligations, net reflects the assumption of $ million of debt with an estimated fair value of $ million. No adjustments were made to the historical carrying value of Cash and cash equivalents;

Restricted cash; Receivables, net; and Other assets; as the estimated fair values of such items were preliminarily determined to approximate their historical carrying values. These preliminary determinations were based on their short term nature and/or the stated terms approximating current market terms.

The pro forma adjustments shown below for the Acquired Properties are based on our preliminary estimates and are subject to change based on the final determination of the fair value of assets and liabilities acquired.


	As of June 30, 2013
	Acquired Properties Historical		Pro Forma Adjustments		Acquired Properties Pro Forma
	(in thousands; unaudited)
Assets
Real estate, net	$	599,424	$	(1)	$
Investments in advances to unconsolidated real estate joint ventures		—
Cash and cash equivalents		9,498
Restricted cash		8,307
Marketable securities		—
Receivables, net		5,057		(2)
Deferred charges and prepaid expenses, net		7,756		(3)
Other assets		1,431

Total assets	$	631,473	$		$


Liabilities
Debt obligations, net	$	448,381	$	(4)	$
Financing liabilities, net		—
Accounts payable, accrued expenses and other liabilities		49,713		(5)

Total liabilities	$	498,094	$		$

Redeemable noncontrolling interests in partnership		—
Equity
Preferred Stock		—
Common Stock		—
Additional paid in capital		76,845
Accumulated other comprehensive (loss) income		—
Distributions in excess of accumulated loss (income)		56,534

Total stockholders equity		133,379
Non controlling interests		—

Total equity		133,379

Total liabilities and equity	$	631,473	$		$

(1)	Includes allocation of purchase price to tangible assets and intangible assets, including acquired in place leases and above-market leases.

(2)	Adjusts for removal of historical straight line rent receivable.

(3)	Adjusts for removal of historical deferred leasing commissions and debt issuance costs and the addition for new loan consent fees.

(4)	Adjusts assumed mortgages payable to their estimated fair value and reflects repayment of $ million of debt.

(5)	Includes allocation of purchase price to intangible liabilities, including below market leases and removes management fees payable to Brixmor Property Group Inc.

(B) Reflects the acquisition by us on July 31, 2013 of the 70% ownership interest in Arapahoe in exchange for $ million cash and the assumption of $ million of related indebtedness which was repaid following the close of the acquisition using borrowings under the Unsecured Credit Facility as discussed in Note (D) below. For purposes of the pro forma condensed consolidated balance sheet, the $ million of cash consideration, which was paid by us, is reflected as a reduction of Arapahoe’s cash and cash equivalents balance and the $ million gain resulting from remeasurement of our existing 30% equity interest is reflected as a reduction of Distributions in excess of accumulated loss (income).

The allocation of consideration exchanged to the assets acquired and liabilities assumed is based on our preliminary estimates of fair value and are subject to change based on the final determination of the fair value attributable to the acquired assets and assumed liabilities at the time the acquisition is consummated. The estimated fair value of real estate, net includes the following components (in thousands):


Land		$
Building and improvements
Above-market leases
In-place lease value

Total		$

Accounts payable, accrued expenses and other liabilities includes $ million to reflect the fair value attributed to below market leases.

See clause (A) for additional information in respect of the methodologies used to derive these preliminary estimates and those methodologies expected to be utilized in connection with deriving final estimates of fair value, including significant inputs and assumptions.

No adjustments were made to the historical carrying value of Cash and cash equivalents; Restricted cash; Receivables, net; Other assets; and Debt obligations, net as the estimated fair values of such items were preliminarily determined to approximate their historical carrying values. These preliminary determinations were based on their short term nature and/or the stated terms approximating current market terms.

(C) Reflects the distribution by us, at historical basis, of the ownership interests in the Non-Core Properties subsequent to our redemption of the special class of units issued to our Sponsor which we have determined is probable. The redemption and distribution to our Sponsor will be recorded at fair value of the net assets distributed on the date of redemption and distribution. Any resulting gain or loss on the net assets distributed will be allocated to the special class of units as net income (loss) attributable to non-controlling interests.

(D) Reflects the closing of our $2,750.0 million Unsecured Credit Facility on July 16, 2013, which consists of a $1,500.0 million term loan and a $1,250.0 million revolving credit facility. Prior to the closing of this offering, we expect to use the $1,500.0 million term loan and $ million of borrowings under the revolving credit facility to repay an equivalent amount of our existing indebtedness, including $ million of accrued interest, which is reflected as a reduction of Accounts payable, accrued expenses and other liabilities; and $ million of fees associated with the repaid debt, which is reflected as an addition to Distribution in excess of accumulated loss (income).

We incurred $19.5 million of issuance costs related to the Unsecured Credit Facility consisting of $19.2 million of fees paid to the lenders in the Unsecured Credit Facility and $0.3 million of fees paid to third parties for legal and advisory services. These costs have been capitalized within the pro forma condensed consolidated balance sheet and offset by $ million of accelerated amortization attributable to capitalized costs related to the repaid indebtedness resulting in a $ million net decrease to Deferred charges and prepaid expenses, net. Capitalized issuance costs associated with the Unsecured Credit Facility will be amortized as additional interest expense over the Unsecured Credit Facility’s term.

In connection with repaying this indebtedness, we accelerated the amortization of the related premium resulting in a $ million reduction to Distributions in excess of accumulated loss (income). In addition, we expect $ million of restricted cash to be released to us by the lenders which is reflected as a decrease to Restricted cash and a corresponding increase to Cash and cash equivalents.

The $ million addition to Distributions in excess of accumulated loss (income) is comprised of the $ million in accelerated issuance cost amortization and the $ million of fees associated with the repaid debt, net of the $ million in accelerated premium amortization attributable to the repaid indebtedness.

(E) Reflects the elimination of accounts receivable of $ million comprised of $ million of management and other fees due from the Acquired Properties and $ million of management and other fees due from Arapahoe.

(F) Reflects gross proceeds in this offering of $ million, which will be reduced by $ million, net of amounts paid to date, to reflect underwriting discounts, legal and other costs payable by us, resulting in net proceeds of $ million. These costs will be charged against the gross offering proceeds upon completion of this offering.

(G) In connection with this offering, we anticipate using the net proceeds as follows: (i) to repay $ million of outstanding borrowings under the revolving portion of the Unsecured Credit Facility, (ii) to repay $ million of indebtedness to our Sponsor attributable to certain of the Acquired Properties; (iii) to pay $ million of transaction costs related to the IPO Property Transfers, which relate to, among other things, transfer taxes and loan consent fees (These transaction costs will be reflected as expenses except for those costs directly attributable to the issuance of the OP Units which will be accounted for as a reduction in the carrying value of the Non-controlling interest. Accordingly, $ million of the transaction costs have been reflected as a reduction to the carrying value of the Non-controlling interest and the remaining $ million of transaction costs have been reflected as an addition to Distributions in excess of accumulated loss.); and (iv) to pay $ million of transfer fees due to lenders on several of our outstanding mortgage loans that are payable in connection with this offering. Of the $ million of consent and/or transfer fees, $ million will be capitalized as an addition to Deferred charges and prepaid expense, net and amortized into interest expense over the remaining term of the underlying mortgage loans, and the remaining $ million will be expensed as it relates to certain Non-Core Property mortgages distributed to our Sponsor. A summary is as followings (in thousands):


Repayment of Unsecured Credit Facility		$
Repayment of indebtedness attributable to Acquired Properties
IPO Property Transfer transaction costs
Loan transfer and consent fees

		$

(H) To reflect the allocation of pro forma total equity as of June 30, 2013 based on the issuance of and shares of common stock in the Company and the OP Units in the Operating Partnership, respectively, in the IPO.

2. Adjustments to the Pro Forma Condensed Consolidated Statement of Operations

(AA) Reflects the results of operations associated with the Acquired Properties as discussed in Note (A) above. The consideration allocated to (i) buildings and improvements will be depreciated over the estimated average remaining useful lives ranging from 4 to 40 years and (ii) above- and below-market leases and in-place lease value will be amortized over the weighted average lives of the related leases ranging from 3 to 9 years.


	For the Six Months Ended June 30, 2013						For the Year Ended December 31, 2012
	Acquired Properties Historical			Pro Forma Adjustments		Pro Forma	Acquired Properties Historical			Pro Forma Adjustments		Pro Forma
	(Unaudited and in thousands)
Revenue
Rental income	$	27,513		$	(1)	$	$	55,075		$	(1)	$
Expense reimbursements		7,034						14,868
Other revenues		109						566

Total revenues		34,656						70,509

Operating expenses
Operating costs		5,104						11,477
Real estate taxes		3,871						7,712
Depreciation and amortization		16,426			(2)			31,894			(2)
Provision for doubtful accounts		269						519
Acquisition related costs		—						2,170			(3)
General and administrative		452						543

Total operating expenses		26,122						54,315

Other income (expenses)
Dividends and interest		4						6
Interest expense		(8,771	)		(4)			(15,896	)		(4)
Gain on sale of real estate		(161	)					—
Other		—						—

Total other income (expense), net		(8,928	)					(15,890	)

(Loss) income before equity in earnings of unconsolidated subsidiaries		(394	)					304
Equity (loss) income of unconsolidated real estate joint ventures		—						—
Impairment of investment in unconsolidated real estate joint ventures		—						—

(Loss) income from continuing operations	$	(394	)	$		$	$	304		$		$

(1)	Adjusts above/below market lease amortization and straight line rent.

(2)	Adjusts depreciation and amortization based on the allocation of the fair value to tangible and identified intangible assets acquired.

(3)	Removes acquisition related costs incurred by our Sponsor related to our Sponsor’s acquisition in 2012 of certain of the Contributed Properties.

(4)	Adjusts interest expense to reflect the following: (i) remove debt issuance costs for the acquired loans, (ii) assumption fees paid as part of the loan agreement are amortized and included as part of interest expense, and (iii) amortization of the fair value adjustment on assumed loans.

(BB) Reflects the results of operations associated with Arapahoe as discussed in Note (B) above. The consideration allocated to (i) buildings and improvements will be depreciated over the estimated useful lives of the respective assets which range from 1 to 40 years and (ii) above- and below-market leases and in-place lease value will be amortized over the weighted average lives of the related leases ranging from 3 to 9 years.

The pro forma adjustments shown below are based on our preliminary estimates and are subject to change based on the final determination of the fair value of assets and liabilities acquired.


	For the Six Months Ended June 30, 2013							For the Year Ended December 31, 2012
	Arapahoe Historical			Pro Forma Adjustments			Pro Forma	Arapahoe Historical			Pro Forma Adjustments			Pro Forma
	(Unaudited and in thousands)
Revenue
Rental income	$	2,818		$	(1	)	$	$	5,437		$	(1	)	$
Expense reimbursements		1,020							1,864
Other revenues		—							32

Total revenues		3,838							7,333

Operating expenses
Operating costs		591							1,299
Real estate taxes		864							1,803
Depreciation and amortization		770			(2	)			1,705			(2	)
Provision for doubtful accounts		6							(16	)
Acquisition related costs		—							—
General and administrative		97							310

Total operating expenses		2,328							5,101

Other income (expenses)
Dividends and interest		2							8
Interest expense		(1,080	)		(3	)			(2,364	)		(3	)
Gain (loss) on sale of real estate		—							—
Other		—							—

Total other income (expense), net		(1,078	)						(2,356	)

(Loss) income before equity in earnings of unconsolidated subsidiaries		432							(124	)
Equity (loss) income of unconsolidated real estate joint ventures		—							—
Impairment of investment in unconsolidated real estate joint ventures		—							—

(Loss) income from continuing operations	$	432		$			$	$	(124	)	$			$

(1)	Adjusts above/below market lease amortization and straight line rent.

(2)	Adjusts depreciation and amortization based on the allocation of the fair value to tangible and identified intangible assets acquired.

(3)	Adjusts for the removal of amortization of debt issuance costs on acquired debt. There are no debt issuance costs associated with the acquired debt.

(CC) Reflects the elimination of the results of operations associated with the Non-Core Properties as discussed in Note (C) above. As of June 30, 2013 and December 31, 2012, one of the Non-Core Properties was classified as held for sale and its results from operations are included in discontinued operations on the Company’s historical statements of operations. Therefore, the results of operations for this property are not reflected in this adjustment for both the six months ended June 30, 2013 and the year ended December 31, 2012.

(DD) The adjustment reflects (i) additional estimated management and other fees that will be earned from our Sponsor for the management of the Non-Core Properties following the offering and (ii) the elimination of the historical management and other fees earned by us from the Acquired Properties summarized as follows:

Six months ended
June 30, 2013

Year ended
December 31, 2012

Other
Income

Operating
Costs

Other
Income

Operating
Costs

Additions:

Management fees and other fees earned on non-core properties

Less:

Elimination of management and other fees from the Acquired Properties

Net adjustment to Pro Forma

Management fees payable to us are equal to a percentage of gross rental revenues. Other fees include (1) leasing fees (commissions) which are equal to a percentage of ABR for any new and renewal lease signed and (2) overhead reimbursements for out of pocket expenses incurred.

(EE) Reflects the reduction of interest expense attributable to the following, (i) repayment of outstanding indebtedness with the proceeds of our Unsecured Credit Facility as discussed in Note (D) above resulting in a reduction to interest expense. Interest on the existing debt arrangements with principal balances of $ billion was approximately $ million and $ million, for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively. The $ billion debt reduction will be repaid with proceeds from our Unsecured Credit Facility, comprised of a term loan with a balance of $ million with an interest rate of % and a revolving credit line of approximately $ million with an interest rate of %, resulting in interest expense of approximately $ million and $ million with a corresponding interest expense reduction of $ million and $ million for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively, and (ii) partial repayment of the revolving credit line (see above) with the net proceeds of this offering resulting in a reduction of outstanding principle by $ million and a corresponding decrease in interest expense of $ million and $ million for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively.

Borrowings under the Unsecured Credit Facility bear interest, at our option, at a rate equal to a margin over either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.5% and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1% or (b) a LIBOR rate determined by reference to the BBA LIBOR rate for the interest period relevant to such borrowing. The margin for the term loans is based on a total leverage based grid and ranges from 0.40% to 1.00%, in the case of base rate loans, and 1.40% to 2.00%, in the case of LIBOR rate loans. The margin for the revolving credit facility is also based on a total leverage based grid and ranges from 0.50% to 1.10%, in the case of base rate loans, and 1.50% to 2.10%, in the case of LIBOR rate loans. We have entered into several interest rate swaps with third parties whereby we have effectively locked the interest rate on the $1,500 million term loan at 2.44% through October 1, 2016. The interest rate on our LIBOR-based initial borrowings of the revolving credit facility is 1.89% which is comprised of a LIBOR rate of 0.19% plus a margin of 1.70% based on our current leverage ratio.

A 1/8% change to the variable interest rate on the revolving credit facility would change the pro forma interest expense by $ million and $ million for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively.

The following table summarizes the interest expense adjustment:


	Six months ended June 30, 2013						Year ended December 31, 2012
	Principal Balance Increase/ (Decrease)			Interest Expense Increase/ (Decrease)			Principal Balance Increase/ (Decrease)			Interest Expense Increase/ (Decrease)
Repayment of outstanding indebtedness	$	(2,383,088	)	$	(69,424	)	$	(2,383,088	)	$	(138,360	)
Unsecured Credit Facility borrowings		2,383,088			29,635			2,383,088			59,728
Unsecured Credit Facility repayment using offering net proceeds		(632,476	)		(5,920	)		(632,476	)		(11,938	)

Net adjustment to Pro Forma interest expense				$	(45,709	)				$	(90,570	)

SELECTED FINANCIAL INFORMATION

The selected consolidated financial and operating data set forth below as of December 31, 2012 and 2011 and for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. The audited consolidated financial statements as of December 31, 2012 and 2011 and for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 2011 and the year ended December 31, 2010 have been audited by Ernst & Young LLP, an independent registered public accounting firm. The selected condensed consolidated financial and operating data set forth below as of June 30, 2013 and for the six months ended June 30, 2013 has been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Results for the six month period ended June 30, 2013 are not necessarily indicative of results that may be expected for the entire year. The selected consolidated financial and operating data set forth below as of December 31, 2010 have been derived from our audited consolidated financial statements not included in this prospectus. The selected consolidated financial and operating data set forth below as of December 31, 2009 and 2008 and for the years ended December 31, 2009 and 2008 have been derived from our unaudited consolidated financial statements not included in this prospectus.

Because the information presented below is only a summary and does not provide all of the information contained in our historical consolidated financial statements, including the related notes, you should read it in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Financial Information” and our historical consolidated financial statements, including the related notes, included elsewhere in this prospectus. The amounts in the table are dollars in thousands.

The Successor period in the following tables reflects our selected financial data for the periods following the acquisition of certain assets from the Acquisition and the Predecessor period in the following tables reflects our selected financial data for the periods prior to the Acquisition.


	Successor												Predecessor
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31,
	2013			2012			Year Ended December 31, 2012						Period from January 1, 2011 through June 27, 2011			2010			2009			2008
(in thousands)	(unaudited)			(unaudited)															(unaudited)			(unaudited)
Revenue
Rental income	$	443,772		$	435,336		$	879,766		$	443,537		$	426,815		$	871,508		$	896,139		$	948,431
Expense reimbursements		122,898			115,863			234,590			116,354			119,084			237,324			241,703			260,022
Other revenue		6,001			6,160			11,441			5,728			8,035			16,272			20,477			20,548

Total revenues		572,671			557,359			1,125,797			565,619			553,934			1,125,104			1,158,319			1,229,001


Operating expenses
Operating costs		60,971			61,669			124,673			62,217			67,436			126,535			128,873			142,742
Real estate taxes		86,541			81,516			162,900			80,944			79,795			165,372			166,764			159,514
Depreciation and amortization		226,505			260,455			504,583			293,924			174,554			391,170			404,826			521,487
Impairment of real estate assets		36,060			—			—			—			—			249,286			92,776			710,357
Provision for doubtful accounts		5,365			5,806			11,861			8,840			11,319			15,875			14,412			9,245
Acquisition-related costs		—			—			541			41,362			5,647			4,821			1,749			—
General and administrative		44,343			48,256			88,870			50,437			57,443			94,644			96,557			130,445

Total operating expenses		459,785			457,702			893,428			537,724			396,194			1,047,703			905,957			1,673,790


Other income (expense)
Dividends and interest		420			587			1,138			641			815			2,203			3,345			4,151
Gain on bargain purchase		—			—			—			328,826			—			—			—			—
Interest expense		(190,262	)		(193,569	)		(386,380	)		(204,714	)		(191,922	)		(374,388	)		(377,782	)		(505,113	)
Gain on sale of real estate		722			50			501			—			—			(111	)		1,426			64
Other		(2,123	)		185			(507	)		2,113			(3,728	)		5,550			9,933			13,576

Total other income (expense)		(191,243	)		(192,747	)		(385,248	)		126,866			(194,835	)		(366,746	)		(363,078	)		(487,322	)


	Successor												Predecessor
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31,
	2013			2012			Year Ended December 31, 2012						Period from January 1, 2011 through June 27, 2011			2010			2009			2008
(in thousands)	(unaudited)			(unaudited)															(unaudited)			(unaudited)
Income (loss) before equity in earnings of unconsolidated joint ventures and income taxes		(78,357	)		(93,090	)		(152,879	)		154,761			(37,095	)		(289,345	)		(110,716	)		(932,111	)
Income tax benefit		—			—			—			—			—			16,494			2,440			(18,547	)
Equity in income (loss) of unconsolidated joint ventures		754			568			687			(160	)		(381	)		(2,116	)		(2,890	)		2,820
Impairment of investment in unconsolidated joint ventures		—			—			(314	)		—			—			(1,734	)		(15,798	)		(20,621	)

Income (loss) from continuing operations		(77,603	)		(92,522	)		(152,506	)		154,601			(37,476	)		(276,701	)		(126,964	)		(968,459	)

Discontinued operations:
Income (loss) from discontinued operations		192			(365	)		23			(1,465	)		(1,007	)		135			6,847			23,106
Gain on disposition of properties		2,631			1,229			5,369			—			—			—			6,075			5,355
Impairment of real estate assets held for sale		(7,511	)		(2,911	)		(13,599	)		—			(8,608	)		(43,421	)		(45,080	)		(170,866	)

(Loss) from discontinued operations		(4,688	)		(2,047	)		(8,207	)		(1,465	)		(9,615	)		(43,286	)		(32,158	)		(142,405	)


Net income (loss)		(82,291	)		(94,569	)		(160,713	)		153,136			(47,091	)		(319,987	)		(159,122	)		(1,110,864	)

Net (income) loss attributable to non-controlling interests		19,531			22,535			38,146			(37,785	)		(752	)		(1,400	)		(1,377	)		(4,490	)


Net income (loss) attributable to Brixmor Property Group Inc.	$	(62,760	)	$	(72,034	)	$	(122,567	)	$	115,351		$	(47,843	)	$	(321,387	)	$	(160,499	)	$	(1,115,354	)


	Successor						Predecessor
			Year Ended December 31,
	Six Months Ended June 30, 2013		2012		2011		2010		2009		2008
(in thousands)	(unaudited)								(unaudited)		(unaudited)
Real estate, net	$	8,855,876	$	9,098,130	$	9,496,903	$	9,873,096	$	10,503,244	$	11,349,821
Total assets	$	9,449,961	$	9,603,729	$	10,032,266	$	10,711,209	$	11,186,828	$	12,001,110
Debt obligations, net	$	6,480,369	$	6,499,356	$	6,694,549	$	7,700,237	$	7,711,398	$	8,111,976
Total liabilities	$	7,258,482	$	7,305,908	$	7,553,277	$	8,731,832	$	8,625,260	$	9,224,502
Total equity	$	2,170,012	$	2,276,354	$	2,457,430	$	1,957,818	$	2,540,009	$	2,742,170

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with the “Selected Financial Data,” “Unaudited Pro Forma Financial Information,” “Business,” and our consolidated financial statements and related notes included elsewhere in this prospectus. The following discussion includes information derived from our June 30, 2013 and 2012 condensed consolidated financial statements and December 31, 2012, period from June 28, 2011 through December 31, 2011 and period from January 1, 2011 through June 27, 2011 combined consolidated financial statements included elsewhere in this prospectus, which do not include the effects of (i) the IPO Property Transfers, (ii) the acquisition of Arapahoe Crossings, L.P., (iii) our entry into the Unsecured Credit Facility, (iv) the redemption of the Existing Preferred Stock or (v) this offering and the use of proceeds thereof.

Information related to our financial condition and results of operations as of and for periods ending prior to June 27, 2011 represents that of our Predecessor and information related to our financial condition and results of operations as of and for periods ending after June 27, 2011 represents that of our Successor due to the Acquisition which occurred on June 28, 2011 and was accounted for as a business combination. Therefore, the bases of the assets and liabilities associated with our Predecessor are not comparable to those of our Successor and the results of operations associated with our Successor would not have been the same had the Acquisition not occurred.

This discussion and analysis contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors.”

Executive Summary

Our Company

We are an internally-managed REIT that owns and operates the largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. Our high quality national portfolio is diversified by geography, tenancy and retail format, and our shopping centers are primarily anchored by market-leading grocers. We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the United States federal income tax laws, commencing with our taxable year ended December 31, 2011, and we expect to satisfy the requirements for qualification and taxation as a REIT under the United States income tax laws for our taxable year ending December 31, 2013, and subsequent taxable years.

Acquisition and Comparability of Financial Results

On February 28, 2011, we agreed to purchase certain United States assets and management platform of Centro Properties Group (“Centro”) and its managed funds, which we refer to as the “Acquisition.” On June 28, 2011, the Acquisition was consummated for approximately $9.0 billion, net of cash acquired of $0.1 billion. The consideration for the Acquisition included approximately $1.2 billion in cash and $7.8 billion of assumed indebtedness (the “Consideration”).

The Consideration was funded through an investment fund affiliated with our Sponsor making an initial capital contribution to us of approximately $1.7 billion and a contribution to us from an affiliated noncontrolling interest holder of $560.1 million. Following the closing of the Acquisition, we used $0.9 billion of the cash contributed to repay a portion of the outstanding indebtedness assumed. In addition, we obtained approximately $1.5 billion of debt financing, which is secured by 115 of our community and neighborhood shopping centers, and we repaid and/or refinanced approximately $2.4 billion of assumed indebtedness with the proceeds from this debt financing and cash contributed in connection with the Acquisition.

Prior to the Acquisition, we had nominal assets and operations and, as a result, the assets and management platform acquired constitute our Predecessor. The Predecessor comprises certain United States holding companies that indirectly own the acquired assets and historically conducted the activities of that business prior to the Acquisition. Due to these holding companies being under the common control of Centro, the financial information associated with our Predecessor has been presented on a combined consolidated basis under GAAP at its historical basis, which is not comparable to our basis in the acquired assets and management platform subsequent to the Acquisition. Moreover, due to the effects of the Acquisition, our results of operations subsequent to the Acquisition are not the same as they would have been had the Acquisition not occurred.

Factors That May Influence our Future Results

We derive our revenues primarily from rents (including percentage rents based on tenants’ sales levels) and expense reimbursements due to us from tenants under existing leases at each of our properties. Expense reimbursements consist of payments made by tenants to us under contractual lease obligations for their proportional share of the property’s operating expenses, insurance and real estate taxes.

The amount of rental income and expense reimbursements we receive is primarily dependent on our ability to maintain or increase rental rates and on our ability to lease available space including renewing expiring leases. Factors that could affect our rental income include: (1) changes in national, regional or local economic climates; (2) local conditions, including an oversupply of space in, or a reduction on demand for, properties similar to those in our portfolio; (3) the attractiveness of properties in our portfolio to our tenants; (4) the financial stability of tenants, including the ability of tenants to pay rents; (5) in the case of percentage rents, our tenants’ sales volumes; (6) competition from other available properties; (7) changes in market rental rates; and (8) changes in the regional demographics of our properties.

Other revenues primarily consist of percentage rents and management, development and leasing fees earned from our unconsolidated joint ventures as well as management and leasing fees earned from operating properties we manage but do not own.

Our operating expenses include property-related costs including repairs and maintenance, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security, ground rent expense related to ground lease payments for which we are the lessee and various other property related costs. Increases in our operating expenses, to the extent they are not offset by revenue increases, would impact our overall performance.

Economic Conditions and Outlook

For a detailed discussion of economic conditions and the outlook regarding our industry, see “Industry Overview.”

Our Portfolio and Financial Highlights

The information below presents historical property and financial information as of and for the periods presented. It does not give effect to, among other things, our IPO Property Transfers. See “Unaudited Pro Forma Financial Information” and “Business” for more information, including details relating to our IPO Portfolio.

•

As of June 30, 2013, we owned interests in 526 shopping centers including 521 wholly-owned shopping centers (the “Historical Portfolio”) and five shopping centers held through unconsolidated real estate joint ventures.

•

Occupancy for the Historical Portfolio was 90.0% as of June 30, 2013, 89.9% as of December 31, 2012, 89.2% as of December 31, 2011 and 88.8% as of December 31, 2010.

•

During the six months ended June 30, 2013, we executed 1,043 leases in our Historical Portfolio totaling 5.6 million sq. ft. of GLA, including 357 new leases totaling 1.6 million sq. ft. of GLA and 686 renewals totaling 4.0 million sq. ft. of GLA. The average ABR under the new leases increased 21.6% from the prior tenants’ ABR and increased 8.0% for both new and renewal leases on comparable space from the prior tenants’ ABR. The average ABR per sq. ft. of new leases in our Historical Portfolio was $12.68 and the average ABR per sq. ft. of new and renewal leases in our Historical Portfolio was $12.30. The cost per sq. ft. for tenant improvements and leasing commissions for new leases was $10.86 and $2.46, respectively. The cost per sq. ft. for tenant improvements and leasing commissions for renewal leases was $0.33 and $0.02, respectively.

•

During 2012, we executed 2,273 leases in our Historical Portfolio totaling 12.8 million sq. ft. of GLA, including 715 new leases totaling 3.5 million sq. ft. of GLA and 1,558 renewals totaling 9.2 million sq. ft. The average ABR under the new leases increased 20.1% from the prior tenants’ ABR and increased 6.2% for both new and renewal leases on comparable space for the prior tenants’ ABR. The average ABR per leased sq. ft. of these new leases was $11.86 and the average ABR per leased sq. ft. of these new and renewal leases was $11.95. The cost per sq. ft. for tenant improvements and leasing commissions for new leases was $11.46 and $1.77, respectively. The cost per sq. ft. for tenant improvements and leasing commissions for renewal leases was $0.80 and $0.02, respectively.

•

During 2011, we executed 2,051 leases in our Historical Portfolio totaling 13.6 million sq. ft. of GLA, including 701 new leases totaling 4.5 million sq. ft. of GLA and 1,350 renewals totaling 9.1 million sq. ft. The average ABR under the new leases increased 14.2% from the prior tenants’ ABR and increased 6.3% for both new and renewal leases on comparable space for the prior tenants’ ABR. The average ABR per leased sq. ft. of these new leases was $11.26 and the average ABR per leased sq. ft. of these new and renewal leases was $10.94. The cost per sq. ft. for tenant improvements and leasing commissions for new leases was $15.83 and $2.04 respectively. The cost per sq. ft. for tenant improvements and leasing commissions for renewal leases was $0.64 and $0.02, respectively.

•

Net income (loss) attributable to Brixmor Property Group Inc. was $(62.8) million for the six months ended June 30, 2013, as compared to $(72.0) million for the six months ended June 30, 2012. Net income (loss) attributable to Brixmor Property Group Inc. was ($122.6) million for the year ended December 31, 2012, $115.4 million for the period from June 28, 2011 through December 31, 2011, ($47.8) million for the period from January 1, 2011 to June 27, 2011, and ($321.4) million for the year ended December 31, 2010. Our results of operations for the period from June 28, 2011 through December 31, 2011 included a gain on bargain purchase of $328.8 million recognized in connection with the Acquisition and our results of operations for the year ended December 31, 2010 included provisions for impairment of $249.3 million relating to real property.

•

Net cash flow provided by operating activities was $109.8 million for the six months ended June 30, 2013, as compared to $108.1 million for the six months ended June 30, 2012. Net cash provided by operating activities was $268.8 million for the year ended December 31, 2012, $56.7 million for the period from June 28, 2011 through December 31, 2011, $117.1 million for period from January 1, 2011 through June 27, 2011 and $308.9 million for the year ended December 31, 2010.

•

FFO as adjusted, increased $14.2 million from $169.6 million for the six months ended June 30, 2012 to $183.8 million, or 8.4%, for the six months ended June 30, 2013 and increased by $48.2 million, or 15.7%, to $355.0 million for the year ended December 31, 2012 from $162.3 million for the period from June 28, 2011 through December 31, 2011 and $144.5 million for the period from January 1, 2011 through June 27, 2011. Additional information regarding FFO, a non-GAAP measure, including a reconciliation of net income (loss) to FFO, is included under “—Funds From Operations.”

•

Same property NOI increased $13.6 million from $373.9 million for the six months ended June 30, 2012 to $387.5 million, or 3.6%, for the six months ended June 30, 2013 and increased by $27.1 million, or 3.7%, to $756.4 million for the year ended December 31, 2012 from $371.9 million for the period from June 28, 2011 through December 31, 2011 and $357.4 million for the period from

January 1, 2011 through June 27, 2011. Additional information regarding same property NOI, a non-GAAP measure, including a reconciliation of net income (loss) to same property NOI, is included under “—Same Property Net Operating Income.”

Acquisition Activity

•

There were no acquisitions during the six months ended June 30, 2013.

•

During the six months ended June 30, 2012, we acquired one retail building for a purchase price of $2.3 million and the remaining 50% ownership interest in a 41.6 acre land parcel for a purchase price of $0.5 million.

•

During the year ended December 31, 2012, we acquired three retail buildings, which were adjacent buildings at certain of our existing shopping centers, for approximately $5.5 million. In addition, we acquired the remaining 50% ownership in a 41.6 acre land parcel for a purchase price of $0.5 million.

•

In addition to the Acquisition, during the period June 28, 2011 through December 31, 2011, we acquired a land parcel for approximately $1.0 million.

•

There were no acquisitions during the period from January 1, 2011 through June 27, 2011 or the year ended December 31, 2010.

Disposition Activity

•

During the six months ended June 30, 2013, we disposed of seven shopping centers and two land parcels for aggregate proceeds of $32.9 million.

•

During the six months ended June 30, 2012, we disposed of three shopping centers, one land parcel and one building for aggregate proceeds of $5.3 million.

•

During the year ended December 31, 2012, we disposed of 19 shopping centers, two buildings and one land parcel for aggregate proceeds of $50.6 million.

•

During the period from June 28, 2011 through December 31, 2011, we sold approximately 1.1 acres of land for aggregate proceeds of $0.7 million.

•

During the period from January 1, 2011 through June 27, 2011, we sold two community and neighborhood shopping centers for aggregate proceeds of $53.5 million.

•

During the year ended December 31, 2010, we sold four shopping centers and two land parcels for aggregate proceeds of $41.4 million.

Our Results of Operations

Comparison of the Six Months Ended June 30, 2013 to the Six Months Ended June 30, 2012

Revenues (in thousands)


	Six Months Ended June 30,
	2013		2012		$ Change
Revenues:
Rental income	$	443,772	$	435,336	$	8,436
Expense reimbursements		122,898		115,863		7,035
Other revenues		6,001		6,160		(159	)

Total revenues	$	572,671	$	557,359	$	15,312

Rental income

The increase in rental income for the six months ended June 30, 2013 of approximately $8.4 million, as compared to the corresponding period in 2012, was primarily due to a $10.9 million increase in ABR driven by an increase in occupancy in the Same Property Portfolio from 89.5% as of June 30, 2012 to 90.0% as of June 30, 2013, an increase in leasing spreads of 8.0% for both new and renewal leases, partially offset by a $2.2 million decrease in straight line rent and a $0.6 million net decrease in the amortization of above and below market lease intangibles due to the expiration of leases and termination of leases.

Expense reimbursements

The increase in expense reimbursements of approximately $7.0 million is primarily due to an increase in recoverable expenses of $4.3 million and an increase in the recovery percentage, which increased to approximately 83.2% for the six months ended June 30, 2013, as compared to 80.9% for the same period in 2012. The increased percentage of recoveries from tenants is primarily attributable to higher occupancy of our portfolio coupled with an increase in real estate taxes which have a higher recovery rate than operating expenses.

Other revenues

Other revenues remained approximately the same for the six months ended June 30, 2013 as compared to the corresponding period in 2012.

Operating expenses (in thousands)


	Six Months Ended June 30,
	2013		2012		$ Change
Operating expenses:
Operating costs	$	60,971	$	61,669	$	(698	)
Real estate taxes		86,541		81,516		5,025
Depreciation and amortization		226,505		260,455		(33,950	)
Impairment of real estate assets		36,060		—		36,060
Provision for doubtful accounts		5,365		5,806		(441	)
General and administrative		44,343		48,256		(3,913	)

Total operating expenses	$	459,785	$	457,702	$	2,083

Operating costs

The decrease in operating costs in the six months ended June 30, 2013 of approximately $0.7 million, as compared to the corresponding period in 2012, was due to decreased snow removal costs of $0.8 million, decreased tenant related legal costs of $1.1 million and decreased personnel costs of $1.4 million, partially offset by $1.3 million in increased insurance costs and a $1.1 million increase in repairs and maintenance.

Real estate taxes

Real estate taxes for the six months ended June 30, 2013 increased by $5.0 million from the corresponding period in 2012, primarily due to increased assessments at certain properties, primarily in California, Illinois, Texas and New York, partially offset by decreases in assessments due to successful appeals of assessed values.

Depreciation and amortization

Depreciation and amortization for the six months ended June 30, 2013 decreased by $34.0 million from the corresponding period in 2012, primarily due to depreciation and amortization expense associated with tenant improvements and in-place lease value intangible assets recorded in connection with the Acquisition due to tenant lease expirations and lease terminations.

Impairment of real estate assets

During the six months ended June 30, 2013, we recognized provisions for impairments of $36.1 million to the carrying values of certain real estate assets (excluding impairments included in discontinued operations). The impairments were the result of the reduction in expected undiscounted cash flows from these assets due to the shortened holding period on the Non-Core Assets. After considering the shortened hold period’s impact on the cash flow from these assets, we determined that the undiscounted cash flows were below the assets’ carrying values. Accordingly, we proceeded to record impairments for each of these assets to reflect the difference between the historical carrying values and the fair values as of June 30, 2013. No impairments were recognized on real estate properties during the six months ended June 30, 2012.

Provision for doubtful accounts

The decrease of $0.4 million in the provision for doubtful accounts for the six months ended June 30, 2013, as compared to the corresponding period in 2012, was primarily due to lower billed receivables balances which, before the allowance for bad debt, decreased from $71.1 million as of June 30, 2012 to $66.1 million as of June 30, 2013. Moreover, the provision for doubtful accounts as a percentage of total revenues decreased from 1.05% for the six months ended June 30, 2012 to 0.94% for the six months ended June 30, 2013.

General and administrative

General and administrative costs decreased by $3.9 million for the six months ended June 30, 2013, as compared to the corresponding period in 2012, primarily due to (i) $1.0 million of decreased salaries due to staff reductions, (ii) decreased long-term compensation of $1.6 million and (iii) decreased stock-based compensation expense of $1.6 million due to the forfeiture of long-term incentive awards granted to certain of our employees in November 2011.

Other income and expenses (in thousands)


	Six Months Ended June 30,
	2013			2012			$ Change
Other income (expense):
Dividends and interest	$	420		$	587		$	(167	)
Interest expense		(190,262	)		(193,569	)		3,307
Gain on sale of real estate		722			50			672
Other		(2,123	)		185			(2,308	)

Total other expense, net	$	(191,243	)	$	(192,747	)	$	1,504

Dividends and interest

Dividends and interest income remained approximately the same for the six months ended June, 2013, as compared to the corresponding period in 2012.

Interest expense

Interest expense decreased by $3.3 million for the six months ended June, 2013, as compared to the corresponding period in 2012, primarily due to (i) the repayment in 2012 of unsecured notes in the amount of

$75.5 million, which decreased interest expense during the six months ended June 30, 2013 by approximately $2.1 million, (ii) one-time interest expense of $1.8 million for one property that was recorded during the six months ended June 30, 2012 and (iii) increased capitalized interest of $1.3 million due to increased redevelopment activities, offset by a $1.3 million increase in amortization of debt issuance costs due to costs incurred related to refinancings and a decrease of $1.3 million of debt premium amortization.

Gain on sale of real estate

During the six months ended June 30, 2013 we sold one land parcel for aggregate proceeds of $0.9 million. During the six months ended June 30, 2012 we sold one land parcel for aggregate proceeds of $0.1 million.

Other

Other increased by $2.3 million for the six months ended June 30, 2013, as compared to the corresponding period in 2012, primarily due to an increase in reserves for tenant litigation in 2013.

Equity in income of unconsolidated joint ventures (in thousands)


	Six Months Ended June 30,
	2013		2012		$ Change
Equity in income of unconsolidated joint ventures	$	754	$	568	$	186

Equity in income of unconsolidated joint ventures increased slightly for the six months ended June 30, 2013, as compared to the corresponding period in 2012. The increase was primarily due to increased operating performance of certain of our unconsolidated joint ventures.

Discontinued operations (in thousands)


	Six Months Ended June 30,
	2013			2012			$ Change
Discontinued operations:
Income (loss) from discontinued operations	$	192		$	(365	)	$	557
Gain on disposition of properties		2,631			1,229			1,402
Impairment on real estate held for sale		(7,511	)		(2,911	)		(4,600	)

Loss from discontinued operations	$	(4,688	)	$	(2,047	)	$	(2,641	)

Income (loss) from discontinued operations

Results from discontinued operations include (i) seven shopping centers sold during the six months ended June 30, 2013; (ii) 19 shopping centers sold during 2012 and (iii) two shopping centers sold during the period from January 1, 2011 through June 27, 2011.

Gain on disposition of properties

During the six months ended June 30, 2013 we sold three shopping centers for aggregate proceeds of $11.1 million for a gain of $2.6 million.

During the six months ended June 30, 2012 we sold one building and one shopping center for proceeds of $2.6 million for a gain of $1.2 million.

Impairment on real estate held for sale

During the six months ended June 30, 2013 we recognized provisions for impairment of $7.5 million relating to four shopping centers sold during the period and one property held for sale as of June 30, 2013. During the six months ended June 30, 2012 we recognized provisions for impairment of $2.9 million related to two shopping centers sold during the period. For purposes of measuring the provision, fair value was determined based upon the contracts with buyers and then adjusted to reflect associated disposition costs.

Net income (loss) and net income (loss) attributable to Brixmor Property Group Inc.

Net loss attributable to Brixmor Property Group Inc. was $(62.8) million and $(72.0) million for the six months ended June 30, 2013 and 2012, respectively. The change is primarily attributable to (i) increased total revenues, (ii) decreased depreciation expense, (iii) decreased general and administrative costs, (iv) decreased interest expense and (v) decreased loss attributable to non controlling interests partially offset by (a) higher real estate taxes, (b) impairment of real estate assets and (c) impairments of real estate held for sale.

Comparison of the Year Ended December 31, 2012 to the periods from January 1, 2011 through June 27, 2011 and the period from June 28, 2011 to December 31, 2011

Revenues (in thousands)


	Successor				Predecessor
	Year Ended December 31, 2012		Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011
Revenue
Rental income	$	879,766	$	443,537	$	426,815
Expense reimbursements		234,590		116,354		119,084
Other revenue		11,441		5,728		8,035

Total revenues	$	1,125,797	$	565,619	$	553,934

Rental income

The increase in rental income for 2012 of approximately $9.4 million from 2011 was primarily due to the combined impact of a $16.5 million increase in ABR driven by a 70 basis point increase in occupancy as well as an increase in leasing spreads of 6.2% for both new and renewal leases and an increase in straight line rent amortization of $3.8 million due to the effects of the Acquisition being included in our results of operations for a full year, partially offset by a $10.8 million net decrease in the amortization of above and below market lease intangibles due to the expiration of leases during 2011 and 2012 termination of leases.

Expense reimbursements

The decrease in expense reimbursements of approximately $0.8 million for 2012, as compared to 2011, was due to a decrease in reimbursable expenses. The impact of this decrease in expenses was partially offset by an increase in the recovery percentage, which increased to approximately 81.6% for 2012 as compared to 81.1% for 2011. The increased percentage of recoveries from tenants was primarily attributable to higher occupancy of our Historical Portfolio.

Other revenue

The decrease in other revenue of approximately $2.3 million for 2012, as compared to 2011, was primarily due to a decrease in fee revenues.

Operating expenses (in thousands)


	Successor				Predecessor
	Year Ended December 31, 2012		Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011
Operating expenses
Operating costs	$	124,673	$	62,217	$	67,436
Real estate taxes		162,900		80,944		79,795
Depreciation and amortization		504,583		293,924		174,554
Provision for doubtful accounts		11,861		8,840		11,319
Acquisition related costs		541		41,362		5,647
General and administrative		88,870		50,437		57,443

Total operating expenses	$	893,428	$	537,724	$	396,194

Operating costs

The decrease in operating costs in 2012 of $5.0 million, as compared to 2011, was due to decreased snow removal costs of approximately $3.0 million and decreased utilities of approximately $1.3 million due to a milder winter, decreased repairs and maintenance costs of approximately $2.7 million and decreased tenant related legal costs of approximately $1.1 million. These decreases were partially offset with increased insurance costs of approximately $4.0 million.

Real estate taxes

Real estate taxes for 2012 increased by $2.2 million from 2011 due to higher assessments at certain properties.

Depreciation and amortization

The increase in depreciation and amortization of $36.1 million for 2012, as compared to 2011, was primarily due to $18.2 million from the Acquisition and resultant change in basis recorded in connection therewith and $17.9 million due to capital expenditures since the Acquisition.

Provision for doubtful accounts

The decrease of $8.3 million in the provision for doubtful accounts for 2012, as compared to 2011, was primarily due to lower billed receivables which, before the allowance for bad debt, decreased from $74.2 million as of December 31, 2011 to $58.7 million as of December 31, 2012. Moreover, the provision for doubtful accounts as a percentage of total revenues decreased from 2.04% for the period January 1, 2011 to June 27, 2011 to 1.56% for the period June 28, 2011 to December 31, 2011 to 1.05% for the year ended December 31, 2012.

Acquisition-related costs

Acquisition costs incurred during 2011 primarily related to the Acquisition and included legal, accounting, consulting, advisory fees and transfer taxes and other acquisition costs. Acquisition costs incurred during 2012 related to the acquisition of three retail buildings, which were adjacent buildings at three of our existing shopping centers.

General and administrative

General and administrative costs decreased by $19.0 million for 2012, as compared to 2011, due to decreased (i) personnel costs of approximately $7.1 million due to reductions made in staffing coupled with a one-time retention bonus payment made to certain employees in 2011, (ii) tax consulting fees of approximately $4.9 million due to increased costs incurred during 2011 as a result of the Acquisition coupled with reduced tax complexity post-Acquisition, (iii) state franchise taxes of $5.9 million in 2012 due to change in structure as a result of the Acquisition and (iv) state transfer taxes of $6.2 million. Transfer taxes unrelated to the Acquisition were incurred during the Predecessor period from January 1, 2011 through June 27, 2011. These decreases were partially offset by an increase of $5.4 million related to stock based compensation expense due to long-term incentive awards granted to certain of our employees in November 2011 and increased severance costs of approximately $0.7 million due to staff reductions.

Other income (expense) (in thousands)


	Successor						Predecessor
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011
Other income (expense)
Dividends and interest	$	1,138		$	641		$	815
Gain on bargain purchase		—			328,826			—
Interest expense		(386,380	)		(204,714	)		(191,922	)
Gain on sale of real estate		501			—			—
Other		(507	)		2,113			(3,728	)

Total other income (expense)	$	(385,248	)	$	126,866		$	(194,835	)

Dividends and interest

Dividends and interest income decreased slightly due to lower cash balances during 2012, as compared to the 2011 periods.

Gain on bargain purchase

The Acquisition was accounted for as a business combination. As a result, the associated consideration was allocated to the assets acquired and liabilities assumed based on management’s estimate of fair value using the information available at the date of the Acquisition.

The fair value of the identifiable assets acquired and liabilities assumed exceeded the sum of the fair value of the consideration transferred and the fair value of the non-controlling interest. As a result, a gain on bargain purchase of approximately $328.8 million was recognized.

Interest expense

Interest expense decreased $10.3 million for 2012, as compared to 2011, primarily due to: (i) a $3.4 million decrease due to repayments of unsecured bonds of approximately $29.6 million in November 2011 and $95.8 million during 2012; (ii) a $30 million decrease due to the repayment of approximately $2.4 billion of debt in connection with the Acquisition; (iii) a $10.4 million decrease due to the mark-to-market debt adjustment as a result of the Acquisition; (iv) a $2.1 million decrease in loan defeasance costs that were incurred in 2011 in connection with the Acquisition; (v) increased capitalized interest of approximately $1.1 million due to increased

redevelopment spend; (vi) decreased loan consent fees of $0.9 million that were incurred in connection with the Acquisition in 2011 that were not incurred in 2012; and (vii) decreased advisor costs of approximately $3.2 million that were incurred during the Predecessor period. These decreases were partially offset by interest costs of approximately $43.4 million related to the financing incurred as part of the Acquisition of $1.5 billion. See “—Our Liquidity and Capital Resources” and “Description of Indebtedness” for additional information in respect of our indebtedness.

Gain on sale of real estate

During 2012, we sold one land parcel and two buildings for net proceeds of $1.4 million.

During the period from June 28, 2011 through December 31, 2011, we sold approximately 1.1 acres of land for net proceeds of $0.7 million. There was no gain or loss recognized on the sale.

Other

The change in other includes a $3.3 million impairment of intangible assets for the Predecessor period from January 1, 2011 through June 27, 2011. The intangible assets consisted of property management contracts that were fully impaired as of the date of the Acquisition.

Equity income (loss) in unconsolidated joint ventures (in thousands)


	Successor						Predecessor
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011
Equity in income (loss) of unconsolidated joint ventures	$	687		$	(160	)	$	(381	)
Impairment of investment in unconsolidated joint ventures	$	(314	)	$	—		$	—

Equity in income (loss) of unconsolidated joint ventures increased by $1.2 million in 2012, as compared to 2011, due to improved operating performance of the properties owned by certain of the unconsolidated joint ventures coupled with a gain on a land parcel sale in one of the unconsolidated joint ventures.

During 2012, we recognized provisions for impairment associated with certain of our unconsolidated joint ventures investments due to the operating performance of these unconsolidated joint ventures and general market conditions.

Discontinued operations (in thousands)


	Successor						Predecessor
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011
Discontinued operations:
Income (loss) from discontinued operations	$	23		$	(1,465	)	$	(1,007	)
Gain on disposition of properties		5,369			—			—
Impairment of real estate assets held for sale		(13,599	)		—			(8,608	)

Loss from discontinued operations	$	(8,207	)	$	(1,465	)	$	(9,615	)

Income (loss) from discontinued operations

Results from discontinued operations included the results from: (i) seven shopping centers sold during the six months ended June 30, 2013; (ii) 19 shopping centers sold during 2012 and (iii) two shopping centers sold during the period from January 1, 2011 through June 27, 2011.

Gain on disposition of properties

In connection with the sale of shopping centers in 2012, we recognized a gain of $5.4 million.

Impairment of real estate assets held for sale

In connection with the disposition of 19 shopping centers in 2012 we recognized $13.6 million of provisions for impairment. For purposes of measuring the provision, fair value was determined based upon the contracts with buyers or for purchase and then adjusted to reflect associated disposition costs.

Net income (loss) attributable to Brixmor Property Group Inc. (in thousands)


	Successor					Predecessor
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011
Net income (loss) attributable to the Company	$	(122,567	)	$	115,351	$	(47,843	)

The decrease in net income attributable to us in 2012, as compared to 2011, was primarily due to: (i) the decrease in gain on bargain purchase of $328.8 million recognized in connection with the Acquisition, (ii) an increase in depreciation expense and (iii) the change in net income (loss) attributable to non-controlling interests, which were partially offset by: (a) an increase in rental income, (b) a decrease in Acquisition-related costs, (c) a decrease in provision for doubtful accounts, (d) a decrease in general and administrative costs and (e) a decrease in interest expense.

Comparison of the period from January 1, 2011 through June 27, 2011 and the period from June 28, 2011 through December 31, 2011 to the year ended December 31 2010

Revenues (in thousands)


	Successor		Predecessor
	Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011		Year Ended December 31, 2010
Revenue
Rental income	$	443,537	$	426,815	$	871,508
Expense reimbursements		116,354		119,084		237,324
Other revenue		5,728		8,035		16,272

Total revenues	$	565,619	$	553,934	$	1,125,104

Rental income

The decrease in rental income of $1.2 million for 2011 as compared to 2010 was primarily due to the combined impact of: (i) flat ABR in 2011 as most of the increase in the occupancy is due to leases signed in the later part of 2011 for which the impact of the increases in occupancy and leasing spreads will be realized in 2012; (ii) an increase in straight line rent amortization of $7.0 million due to commencement of new leases with rent increases during 2011 and 2012, partially offset by (iii) an $8.1 million net decrease in the amortization of above and below-market lease intangibles.

Expense reimbursements

The decrease in expense reimbursements of approximately $1.9 million for 2011 as compared to 2010 was due to a slight decrease in recovery rates from 81.3% for 2010 to 81.1% for 2011.

Other revenues

The decrease in other revenues of approximately $2.5 million for 2011, as compared to 2010, was primarily due to a decrease in percentage rents.

Operating expenses (in thousands)


	Successor		Predecessor
	Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011		Year Ended December 31, 2010
Operating expenses
Operating costs	$	62,217	$	67,436	$	126,535
Real estate taxes		80,944		79,795		165,372
Depreciation and amortization		293,924		174,554		391,170
Impairment of real estate assets		—		—		249,286
Provision for doubtful accounts		8,840		11,319		15,875
Acquisition related costs		41,362		5,647		4,821
General and administrative		50,437		57,443		94,644

Total operating expenses	$	537,724	$	396,194	$	1,047,703

Operating costs

The increase in operating costs of $3.1 million in 2011, as compared to 2010, was due to increased repairs and maintenance and landscaping costs of approximately $4.7 million partially offset by a decrease in insurance expense of approximately $1.9 million.

Real estate taxes

Real estate taxes for 2011 decreased by $4.6 million from 2010 due to a decrease in assessments at certain properties.

Depreciation and amortization

The increase in depreciation of $77.3 million for 2011, as compared to 2010, was primarily due to the Acquisition and resultant change in basis recorded in connection therewith and capital expenditures.

Impairment of real estate assets

During 2010, we recognized provisions for impairment on real estate assets of $249.3 million (excluding impairments included in discontinued operations) relating to adjustments to property carrying values. The volatile economic conditions that were present during 2009 continued into 2010. These volatile conditions lead to increased capitalization rates, discount rates and vacancies as well as deterioration of real estate fundamentals which impacted net operating income and leasing which further contributed to declines in the real estate markets. As a result of these conditions, as well as our strategy during such periods to dispose of certain shopping centers, we recognized provisions for impairment. No impairments were recognized on real estate properties during the period from June 28, 2011 through December 31, 2011 or the period January 1, 2011 through June 27, 2011.

Provision for doubtful accounts

The increase in the provision for doubtful accounts of $4.3 million is due to an increase in reserves incurred during the period from January 1, 2011 through June 27, 2011 due to challenging market conditions and operating environment of our tenants. The provision for doubtful accounts as a percentage of total revenues was 1.41% during the year ended December 31, 2010 and increased to 2.04% for the Predecessor period January 1, 2011 to June 27, 2011 and decreased to 1.56% for the Successor period June 28, 2011 to December 31, 2011. Receivables before the allowance for bad debt decreased from $85.6 million as of December 31, 2010 to $74.2 million as of December 31, 2011.

Acquisition-related costs

Acquisition costs incurred during 2011 and 2010 are related to the Acquisition and primarily include legal, accounting, consulting, advisory fees and transfer taxes and other acquisition costs. The increase of approximately $42.2 million in 2011, as compared to 2010, was a result of the timing of activities occurring in connection with the Acquisition.

General and administrative

The increase in general and administrative costs of $13.2 million in 2011, as compared to 2010, was primarily due to the combined impact of: (i) an increase in state transfer taxes unrelated to the Acquisition of approximately $4.5 million, which were incurred during the Predecessor period from January 1, 2011 to June 27, 2011; (ii) an increase in personnel related costs of $7.5 million due to one-time retention bonus paid to certain employees and normal salary increases coupled with increased medical costs; and (iii) an increase of $1.1 million related to stock based compensation expense due to long-term incentive awards granted to certain of our employees in November 2011.

Other income (expense) (in thousands)


	Successor			Predecessor
	Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Other income (expense)
Dividends and interest	$	641		$	815		$	2,203
Gain on bargain purchase		328,826			—			—
Interest expense		(204,714	)		(191,922	)		(374,388	)
Gain on sale of real estate		—			—			(111	)
Other		2,113			(3,728	)		5,550

Total other income (expense)	$	126,866		$	(194,835	)	$	(366,746	)

Dividends and interest

Dividends and interest income decreased slightly in 2011 from 2010 due to lower cash balances during 2011.

Gain on bargain purchase

The Acquisition was accounted for as a business combination. As a result, the associated consideration was allocated to the assets and liabilities assumed based on management’s estimate of fair value using the information available at the date of the Acquisition.

The fair value of the identifiable assets acquired and liabilities assumed exceeded the sum of the fair value of the consideration transferred and the fair value of the non-controlling interest. As a result, we recognized a gain on bargain purchase of approximately $328.8 million.

Interest expense

Interest expense increased $22.2 million in 2011, as compared to 2010, due to: (i) increased interest expense of approximately $10.9 million due to the $659.0 million refinancing in July 2010 at an increased interest rate of approximately 2.75%, increasing from an average interest rate of 4.0% to 6.75%; (ii) increased interest expense of approximately $7.4 million due to a refinancing completed in December 2010 for increased debt of approximately $106 million at a slightly higher interest rate; (iii) increased interest costs of approximately $44 million related to the $1.5 billion financing incurred as part the Acquisition; and (iv) increased interest expense of approximately $13.6 million due to the refinancing of a $424.0 million loan at an average interest rate of 4.27% with a $310 million loan with an interest rate of 5.91% and a financing liability of approximately $121.5 million with an interest rate of 11%. These increases were partially offset by: (i) a $30.1 million decrease due to the repayment of approximately $2.4 billion of debt in connection with the Acquisition; (ii) a decrease of $5.9 million due to the repayment of $142.1 million of unsecured notes with an interest rate of 4.5%; (iii) decreased debt amortization costs of $8.8 million due to decreased amortization of debt costs as a result of the Acquisition; and (iv) decrease of $10.1 million due to the mark to market debt adjustment recorded as part of the Acquisition. See “—Our Liquidity and Capital Resources” and “Description of Indebtedness” for additional information in respect of our indebtedness.

Gain on sale of real estate assets

During 2010, we sold two land parcels for aggregate proceeds of approximately $0.5 million.

Other

The decrease in other of approximately $7.2 million in 2011, as compared to 2010, was due to a decrease in gain on extinguishment of debt of $4.7 million in connection with the early repayment of unsecured bonds in 2010 and $3.3 million impairment of intangible assets for the Predecessor period from January 1, 2011 through June 27, 2011.

Equity in income (loss) of unconsolidated joint ventures (in thousands)


	Successor			Predecessor
	Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Equity in loss of unconsolidated joint ventures	$	(160	)	$	(381	)	$	(2,116	)
Impairment of investment in unconsolidated joint ventures	$	—		$	—			(1,734	)

Equity in loss of unconsolidated joint ventures decreased in 2011 due to increased operating performance of the properties owned by certain unconsolidated joint ventures.

During the year ended December 31, 2010, we recognized provisions for impairment associated with certain of our joint ventures due to operating performance of these joint ventures and general market conditions.

Discontinued operations (in thousands)


	Successor			Predecessor
	Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Discontinued operations:
Income (loss) from discontinued operations	$	(1,465	)	$	(1,007	)	$	135
Gain on disposition of properties		—			—			—
Impairment of real estate assets held for sale		—			(8,608	)		(43,421	)

Loss from discontinued operations	$	(1,465	)	$	(9,615	)	$	(43,286	)

Income (loss) from discontinued operations

Results from discontinued operations include the results from the following: (i) seven shopping centers sold during the six months ended June 30, 2013, (ii) 19 shopping centers sold during 2012, (iii) two shopping centers sold during the period from January 1, 2011 through June 27, 2011; and (iv) four shopping centers sold during 2010.

Impairment of real estate assets held for sale

In connection with the disposition of the four shopping centers sold during 2010, we recognized provisions for impairment of approximately $24.5 million. In addition, in 2010 we recognized $18.9 million impairment of properties sold in subsequent periods. See “—Impairments of real estate assets” above for further detail regarding these impairments.

In connection with the sale of the two shopping centers during the period from January 1, 2011 through June 27, 2011, we recognized impairments of approximately $8.6 million.

For purposes of measuring the provision for the assets sold, fair value was determined based upon the contracts with buyers and then adjusted to reflect associated disposition costs.

Net income (loss) attributable to Brixmor Property Group Inc. (in thousands)


	Successor		Predecessor
	Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss) attributable to Brixmor Property Group Inc.	$	115,351	$	(47,843	)	$	(321,387	)

Net income (loss) attributable to Brixmor Property Group Inc. increased $389.0 million from $(321.4) million for the year ended December 31, 2010 as compared to $(47.8) million for the period from January 1, 2011 through June 27, 2011 and $115.4 million for the period from June 28, 2011 to December 31, 2011 due to: (i) gain on bargain purchase related to the Acquisition of $328.8 million; (ii) decreased impairments of $249.3 million due to improved market conditions and portfolio operating performance; and (iii) decreased impairment related to discontinued operations of $34.8 million, partially offset by (a) increased depreciation of $77.3 million due to the establishment of a new basis in connection with the Acquisition, (b) increased Acquisition-related costs of $42.2 million, (c) increased general and administrative costs of $13.2 million, (d) increased interest expense of $22.2 million, (e) increased income taxes of $16.4 million due to increased income of one of our taxable REIT subsidiaries and (f) increased net income attributable to non-controlling interests of $37.1 million.

Same Property Net Operating Income for Same Property Portfolio

Comparison of the Six Months Ended June 30, 2013 to the Six Months Ended June 30, 2012


	Six Months Ended June 30
	2013			2012			% change
Number of properties		479			479

Rental income		400,981			389,151			3.0	%
Expense reimbursements and other rental income		122,917			115,648			6.3	%

Total rental revenues		523,898			504,799			3.8	%
Total rental operating expenses		(145,929	)		(142,143	)		2.7	%

Same property net operating income		377,969			362,656			4.2	%

Rental income

The increase in rental income for the six months ended June 30, 2013 of approximately $11.8 million as compared to the corresponding period in 2012, was primarily due to a $11.3 million increase in ABR driven by an increase in occupancy of 0.6% from 91.1% at June 30 2012 to 91.7% at June 30, 2013 and increased overall leasing spreads of 8.4%. The additional increase was driven by a slight increase in percentage rent.

Expense reimbursement and other rental income

The increase in expense reimbursements and other rental income of approximately $7.3 million as compared to the corresponding period in 2012, was primarily due to an increase in recoverable expenses of approximately $4.7 million and an increase in recovery percentage, which increased to 84.0% for the six months ended June 30, 2013 as compared to 81.7% for same period in 2012. The increased percentage of recoveries from tenants is primarily attributable to higher occupancy of our portfolio, coupled with an increase in real estate taxes, which have a higher recovery rate than operating expenses.

Rental operating expenses

The increase in rental operating expenses of approximately $3.8 million as compared to the corresponding period in 2012 was primarily due to a $4.8 million increase in real estate taxes attributable to increased assessments at certain properties located in California, Illinois, Texas and New York, partially offset by decreases in assessments due to successful appeals of assessed values. This increase was partially offset by a $1.1 million decrease in provision for doubtful accounts. The decrease in provision for doubtful accounts was primarily attributable to lower receivable balances. Moreover, the provision for doubtful accounts as a percentage of total revenues decreased from 1.19% for the six months ended June 30, 2012 to 0.94% for the six months ended June 30, 2013.

Comparison of the Year Ended December 31, 2012 to the Year Ended December 31, 2011


	Year Ended December 31
	2012			2011			% change
Number of properties		479			479

Rental income		783,323			767,800			2.0	%
Expense reimbursements and other rental income		235,902			238,980			(1.3	)%

Total rental revenues		1,019,225			1,006,780			1.2	%
Total rental operating expenses		(284,854	)		(299,019	)		(4.7	)%

Same property net operating income		734,371			707,761			3.8	%

Rental income

The increase in rental income for 2012 of approximately $15.5 million as compared to 2011 was primarily due to a $15.6 million increase in ABR driven by an increase in occupancy of 0.7% from 90.6% as of December 31, 2011 to 91.3% as of December 31, 2012, coupled with increased overall leasing spreads of 6.3% for the year ended 2012.

Expense reimbursement and other rental income

The decrease in expense reimbursements and other rental income for 2012 of approximately $3.1 million as compared to 2011 was primarily due to a decrease in recoverable expenses of approximately $4.5 million partially offset by an increase in recovery rate, which increased to 82.5% for 2012 as compared to 82.1% for the same period in 2012. The increased percentage of recoveries from tenants is primarily attributable to higher occupancy of our portfolio.

Rental operating expenses

The decrease in rental operating expenses in 2012 of approximately $14.1 million as compared to 2011 was primarily due to a decrease in operating costs of approximately $4.5 million. In addition, the provision for doubtful accounts decreased approximately $7.5 million. The decrease in provision for doubtful accounts was primarily attributable due to lower receivable balances. Moreover, the provision for doubtful accounts as a percentage of total revenues decreased from 1.89% for 2011 to 1.13% for 2012. The balance of the difference was due to a decrease in landlord expenses.

Our Liquidity and Capital Resources

We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months for all anticipated uses, including all scheduled principal and interest payments on our outstanding indebtedness, current and anticipated tenant improvements, stockholder distributions to maintain our qualification as a REIT and other capital obligations associated with conducting our business.

Our primary expected sources and uses and capital are as follows:

Sources

Uses

• cash and cash equivalents;

• operating cash flow;

• available borrowings under our existing revolving credit facility;

• issuance of long-term debt;

• issuance of equity; and

• asset sales.

Short term:

• active redevelopments;

• tenant improvements allowances and leasing costs;

• recurring maintenance capital expenditures;

• debt repayment requirements;

• corporate and administrative costs; and

• distribution payments.

Long term:

• major redevelopment, renovation or expansion programs at individual properties;

• acquisitions; and

• debt maturities.

Unsecured Credit Facility

On July 16, 2013, our Operating Partnership entered into a Senior Unsecured Credit Facility (the “Unsecured Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents and Barclays Bank PLC, Citibank, N.A., Deutsche Bank Securities Inc. and Royal Bank of Canada, as documentation agents.

The Unsecured Credit Facility includes a $1,500.0 million term loan facility (the “Term Loan Facility”), maturing on July 31, 2018, and a $1,250.0 million revolving credit facility (the “Revolving Facility), maturing on July 31, 2017. The Revolving Facility includes borrowing capacity available for letters of credit and for short-term borrowings and an option for us to increase the size of the facility, raise incremental credit facilities, and extend the maturity date subject to certain limitations.

Unsecured Credit Facility borrowings bear interest, at our Operating Partnership’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus half of 1%, and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1% or (b) a LIBOR rate determined by reference to the BBA LIBOR rate for the interest period relevant to a particular borrowing.

The margin associated with Term Loan Facility borrowings is based on a total leverage based grid and ranges from 0.40% to 1.00%, for base rate loans, and 1.4% to 2.0% for LIBOR rate loans. The margin associated with Revolving Facility borrowings is also based on a total leverage based grid and ranges from 0.50% to 1.10%, for base rate loans, and 1.50% to 2.10%, for LIBOR rate loans.

Our Operating Partnership, in addition to recurring interest payments, is required to pay a commitment fee to the lenders related to the Revolving Credit Facility in respect of the unutilized commitments thereunder and customary letter of credit fees. The commitment fee is based on the daily-unused amount and is either 0.25% or 0.175% per annum. Voluntary prepayments are permitted at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs in respect of LIBOR rate loans. The Unsecured Credit Facility requires no amortization payments.

During the remainder of 2013, we have an aggregate of approximately $757.1 million of mortgage loans and $50.0 million of unsecured notes payable scheduled to mature and, $23.8 million of scheduled mortgage

amortization payments. We currently intend to repay approximately $700.0 million of the 2013 maturing mortgage loans including approximately $41.9 million of maturing debt associated with the Arapahoe acquisition with borrowings under the Unsecured Credit Facility. The balance of 2013 debt maturities are anticipated to be extended, refinanced or repaid with operating cash flows. We currently intend to repay $270.0 million of our 2015 maturities and approximately $1.4 billion of our 2016 maturities in August 2013 with borrowings under the Unsecured Credit Facility. The balance available on the revolving credit facility after the above repayments will be approximately $366.9 million.

Our cash flow activities are summarized as follows (in thousands):


	(Successor)												(Predecessor)
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net cash flow provided by operating activities	$	109,745		$	108,120		$	268,847		$	56,746		$	117,093		$	308,895
Net cash flow used for investing activities	$	(36,062	)	$	(72,793	)	$	(118,702	)	$	(1,387,031	)	$	(18,842	)	$	(43,712	)
Net cash flow (used for)/provided by financing activities	$	(34,775	)	$	(53,632	)	$	(204,653	)	$	1,487,891		$	(354,573	)	$	(130,686	)

Operating activities

Cash and cash equivalents were $142.0 million and $103.1 million as of June 30, 2013 and December 31, 2012, respectively.

Our net cash flow provided by operating activities primarily consist of net income from property operations, adjusted for non-cash items including depreciation and amortization, amortization of lease intangibles, the compensation expense associated with our Class B units and provisions for impairment.

For the six months ended June 30, 2013, net cash flow provided by operating activities increased $1.6 million as compared to the corresponding period in 2012. The increase is primarily due to an increase in Same Property NOI offset by a decrease in cash due to working capital movements, primarily the timing of the payment of expenses.

Net cash flow provided by operating activities for the 12 months ended December 31, 2012 was $268.8 million, as compared to $56.7 million for the period from June 28, 2011 through December 31, 2011 and $117.1 million for the period from January 1, 2011 through June 27, 2011. The increase of $95.0 million is primarily due to (i) an increase in Same Property NOI of $27.0 million, (ii) a decrease in acquisition related costs of $46.5 million, and (iii) a decrease in general and administrative costs of $24.4 million excluding the compensation expense related to the Class B units, partially offset by a $5.2 million decrease due to working capital movements.

Net cash flow provided by operating activities for the period from June 28, 2011 through December 31, 2011 was $56.7 million and $117.1 million for the period from January 1, 2011 through June 27, 2011, as compared to $308.9 million for the year ended December 31, 2010. The decrease of $135.1 million is primarily due to (i) a decrease in Same Property NOI of $6.3 million, (ii) increased Acquisition related costs of $42.2 million, (iii) increased general and administrative costs of $12.2 million excluding the compensation expense related to the Class B units and (iv) an increase in interest expense of $42.1 million excluding the impact of amortization of discount/premium and amortization of deferred financing costs, partially offset by a $20.4 million decrease due to working capital movements.

Investing activities

Net cash flows used for investing activities are impacted by the nature, timing and extent of improvements made to our shopping centers, allowances provided to our tenants, and our acquisition and disposition programs. Capital used to fund these activities, and the source thereof, can vary significantly from period to period based on, for example, negotiations with tenants and their willingness to pay higher base rents over the terms of their respective leases and the availability of operating cash flows to do so.

For the six months ended June 30, 2013, net cash used for investing activities decreased $36.7 million as compared to the corresponding period in 2012. The decrease was due to increased proceeds from asset sales of $25.9 million and lower levels of capital invested in improvements in our shopping centers. During the six months ended June 30, 2013, we invested approximately $66.1 million in improvements and completed 14 redevelopment projects with an aggregate cost of approximately $50.2 million including costs incurred in prior years.

On an annual basis, net cash flows used for investing activities decreased significantly in 2012 relative to 2011 and increased significantly in 2011 relative to 2010 due primarily to the effects of the Acquisition, which resulted in the use of approximately $1.3 billion of our capital and capital used to improve our shopping centers which increased by approximately $61.3 million in 2011 and $37.7 million in 2010. Proceeds from asset sales generally remained stable in 2012 as compared to 2011 and in 2011 as compared to 2010. During 2012, we disposed of 19 shopping centers, two buildings and one land parcel for aggregate proceeds of $50.6 million. During the period from June 28, 2011 through December 31, 2011, we sold approximately 1.1 acres of land for aggregate proceeds of $0.7 million. During the period from January 1, 2011 through June 27, 2011, we sold two shopping centers for proceeds of $53.5 million. During the year ended December 31, 2010, we sold four shopping centers and two land parcels for proceeds of $41.4 million.

We continue to execute our strategy to selectively dispose of non-core properties on an opportunistic basis to generate cash proceeds, including in connection with this offering, and to invest our capital in improvements to our shopping centers. Currently, our in-process redevelopments relate to 23 shopping centers for which we anticipate incurring approximately $92.9 million in improvements, of which $55.1 million had not yet been incurred as of June 30, 2013.

Financing activities

Our net cash used in, or provided by, financing activities is impacted by the nature, timing and extent of issuances of debt and equity, principal and other payments associated with our outstanding indebtedness, and prevailing market conditions associated with each source of capital.

During the six months ended June 30, 2013 net cash used for financing activities decreased $18.9 million as compared to the corresponding period in 2012. The decrease was due to $57 million of proceeds from the refinancing completed on February 27, 2013, which was used to repay $42 million of mortgages. Repayments of debt obligations excluding the $42 million repayment decreased approximately $30.2 million due to loan repayments made for the six months ended June 30, 2012.

Net cash flow used for financing activities for 2012 was ($204.7) million as compared to $1,487.9 million for the period from June 28, 2011 through December 31, 2011 and ($354.6) million for the period from January 1, 2011 through June 27, 2011. The decrease of $1,338.0 million was due to $1,742.4 million in proceeds from issuance of stock and $560.1 million proceeds from the issuance of non controlling interest in 2011 and no issuances in 2012. This decrease was offset by $923.5 million in net repayment of debt obligations primarily due to the repayment of debt in connection with the Acquisition.

Net cash flow provided by financing activities for the period from June 28, 2011 through December 31, 2011 was $1,487.9 million and ($354.6) million for the period from January 1, 2011 through June 27, 2011 as

compared to ($130.7) million for the year ended December 31, 2010. The $1,264.0 million increase was due to $1,742.4 million in proceeds from issuance of stock and $560.1 million proceeds from the issuance of non controlling interest in 2011. This increase was offset by $1,087.7 million in net repayment of debt obligations primarily due to the repayment of debt in connection with the Acquisition.

Debt transactions

We refinanced $42.0 million of mortgage loans with the proceeds of a $57.0 million mortgage loan. The $57.0 million mortgage loan, which closed on February 27, 2013, is secured by three shopping centers, bears interest at a rate equal to LIBOR (subject to a floor of 25 basis points) plus a spread of 350 basis points, requires interest payments monthly and matures on March 1, 2016, subject to two extension options which allow us to extend the maturity date through March 1, 2018 provided that certain financial conditions are satisfied.

On August 22, 2012, certain of our indirect wholly-owned subsidiaries obtained a $90.0 million mortgage loan which loan is secured by three of our shopping centers and a guaranty by BPG Subsidiary of certain customary recourse carveout liabilities. The loan bears interest at a rate equal to LIBOR (subject to a floor of 50 basis points) plus a spread of 375 basis points, payable monthly, and is scheduled to mature on September 1, 2015, with two extension options that allow the loan to be extended through September 1, 2016 and then to August 1, 2017, subject in each case to the satisfaction of certain financial conditions.

On August 22, 2012, certain of our wholly-owned subsidiaries obtained a $270.0 million mortgage loan which is secured by 27 of our shopping centers and a guaranty by BPG Subsidiary of certain customary recourse carveout liabilities. The loan bears interest at a rate equal to LIBOR (subject to a floor of 50 basis points) plus a spread of 395 basis points, payable monthly, and is scheduled to mature on September 1, 2015, with two extension options that allow the loan to be extended through September 1, 2016 and then to September 1, 2017, subject in each case to the satisfaction of certain financial conditions.

The proceeds from the $90.0 million mortgage loan and the $270.0 million mortgage loan described above, together with $14 million of cash on hand, were used to repay approximately $374.0 million of maturing debt. As a result of debt repayments during 2012, 15 of our previously encumbered real estate assets are now unencumbered.

In connection with the Acquisition, we repaid and/or refinanced a $1,652.0 million bridge loan and $714.4 million of mortgage and secured loans, with $1,480.0 million of mortgage and secured loans and $886.0 million of the initial capital contribution made by an affiliate of our Sponsor. The repayment and refinancing of this indebtedness commenced our strategy of deleveraging our balance sheet.

During 2012, we repaid approximately $95.8 million of unsecured notes with cash. We also repaid mortgages of $29.6 million of mortgages with cash.

In November 2011, we repaid approximately $29.25 million of unsecured notes with cash.

We repaid $142.1 million of unsecured notes in January 2011 with cash.

On July 1, 2011, additional mezzanine loan financing of $62.0 million was obtained pursuant to loan advances made under two mezzanine loan facilities with a maximum aggregate principal amount of $225.0 million, which loans are now fully funded and are secured by, among other things, the limited liability company interests of certain of our indirect wholly-owned subsidiaries that own seven community and neighborhood shopping centers.

On June 17, 2011, certain of our wholly-owned subsidiaries obtained a $163 million mortgage loan which is secured by seven of our shopping centers. The proceeds of the loan were used to repay $162.4 million of maturing debt.

On July 28, 2010, certain of our wholly-owned subsidiaries entered into loan agreements for an aggregate principal amount of $659.0 million. The loan is secured by 76 of our shopping centers and guaranteed by BPG Subsidiary of certain customary recourse carveout liabilities. The loan bears interest at a rate of 6.75% and has a maturity date of August 1, 2020. The proceeds from the loan were used to repay approximately of $580.2 million of maturing debt.

In December 2010, certain of our wholly-owned subsidiaries obtained a $217.7 million mortgage loan which is secured by 20 of our shopping centers. The loan bears interest at a rate of 6.24% and has a maturity date of January 6, 2021. The proceeds of the loan were used to repay approximately $111.5 million of maturing debt.

On December 6, 2010, certain of our wholly-owned subsidiaries obtained a $310.0 million mortgage loan which is secured by 24 shopping centers. The proceeds from the loan along with cash contributed from Inland as detailed below and cash on hand was used to repay $424 million of maturing debt.

On December 6, 2010, we formed a real estate venture with Inland American CP Investment, LLC (“Inland”). We contributed 25 community and neighborhood shopping centers with a fair value of approximately $471.0 million and Inland contributed cash of $121.5 million, resulting in Inland receiving a 70% ownership interest with a cumulative preferential share of cash flow generated by the shopping centers at an 11% stated return. We received a 30% ownership interest, subordinated to Inland’s preferred interest. Due to the venture agreement providing Inland with the right to put its interest to us for an amount of cash equal to the amount it contributed plus accrued interest beginning December 6, 2015, we consolidate the real estate venture under the financing method which requires the amount Inland contributed to be reflected as a liability. The venture agreement also provides us with the right to call Inland’s interest, beginning December 6, 2014, for an amount of cash determined on the same basis.

Contractual Obligations

Our contractual debt obligations relate to our notes payable, mortgages and secured loans and financing liabilities with maturities ranging from one year to 21 years, and non cancellable operating leases pertaining to our shopping centers.

The following table summarizes our debt maturities (excluding options and fair market debt adjustments) and obligations under non-cancelable operating lease as of June 30, 2013.


(in thousands)	Total		Less than 1 year (remaining six months of 2013)		1-3 years		3-5 years		more than 5 years
Debt (1)	$	6,396,402	$	830,991	$	1,424,822	$	3,014,893	$	1,125,696
Interest payments (2)		1,386,989		208,473		652,382		280,517		245,617
Financing liabilities		170,727		496		130,415		2,071		37,745
Operating leases		134,336		4,301		17,156		16,111		96,768

Total	$	8,088,454	$	1,044,261	$	2,224,775	$	3,313,592	$	1,505,826

(1)	Debt includes scheduled amortization and scheduled maturities for mortgages and secured loans and notes payable. Maturities for 1-3 years include the first dates that note holders can require us to redeem all or a portion of the notes pursuant to these put repurchase rights.

(2)

We incur interest on $722.0 million of mortgages using the 30-day LIBOR rate (which was 0.1958% as of June 30, 2013, subject to certain rate floor requirements ranging from 25 basis points to 75 basis points), plus interest spreads ranging from 250 basis points to 465 basis points. The remaining balance of variable rate mortgages bears interest at the Prime Rate published in the Wall Street Journal, which was 3.25% as of June 30, 2013, plus an interest spread of 75 basis points.

As of June 30, 2013, we had approximately $404.6 million of notes payable outstanding, excluding the impact of unamortized premiums, with a weighted average interest rate of 5.97%. The agreements related to these notes payable contain certain covenants, including the maintenance of certain financial coverage ratios. As of June 30, 2013, we were in compliance with the covenants.

The holders of the notes issued under our 1995 indenture have a put right that requires us to repurchase notes tendered by holders (but does not require such holders to tender their notes) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. As of June 30, 2013, there was a $104.6 million aggregate principal amount of notes outstanding under the 1995 indenture.

Consolidated Indebtedness to be Outstanding After This Offering

The following table sets forth certain information with respect to our indebtedness as of June 30, 2013 that we expect will be outstanding after this offering.


	Balance		Number of Properties Serving as Collateral		Weighted Average Interest Rate			Weighted Average Maturity
	($ in thousands)							(in years)
Mortgages and secured loans:

Fixed rate mortgages and secured loans	$	3,493,521		292		5.92	%		4.35
Variable rate mortgages and secured loans		567,132		46		3.66	%		2.32

Total mortgages and secured loans		4,060,653		338

Financing liabilities		170,726		4		9.94	%		6.04
Unsecured notes		404,612				5.97	%		2.25
Unsecured credit facility		1,750,612				2.36	%		5.0

Total debt obligations	$	6,386,603		342		4.86	%		4.25

The following table sets forth the amount of our pro forma indebtedness outstanding as of June 30, 2013 that matures during the periods presented.


	Balance
	(in thousands)
Year ending December 31,
2013	$	149,191
2014		308,485
2015		1,079,296
2016		1,317,798
2017		774,887
Thereafter		2,756,946

Total	$	6,386,603

Funds From Operations

FFO is a supplemental non-GAAP measure utilized to evaluate the operating performance of real estate companies. NAREIT defines FFO as net income/(loss) computed in accordance with GAAP, excluding (i) gains or losses from sales of operating real estate assets and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties, (iv) impairment of depreciable real estate and in substance real estate equity investments and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis.

REITs, many of which present FFO when reporting results. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

We also present FFO as adjusted as an additional supplemental measure as we believe it is more reflective of our core operating performance. We believe FFO as adjusted provides investors and analysts an additional measure in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. FFO as adjusted is generally calculated by us as FFO excluding certain transactional income and expenses and non-operating impairments which management believes are not reflective of the results within our operating real estate portfolio.

Our reconciliation of net income (loss) to FFO and FFO as adjusted for the six months ended June 30, 2013 and 2012, year ended December 31, 2012, period from June 28, 2011 through December 31, 2011, period from January 1, 2011 through June 27, 2011 and year ended December 31, 2010 is as follows (in thousands):


	Successor												Predecessor
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss)	$	(82,291	)	$	(94,569	)	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Gain on disposition of operating properties		(2,631	)		(1,229	)		(5,369	)		—			—			—
(Gain) loss on disposition of joint ventures		—			96			(24	)		30			—			3,303
Depreciation and amortization—real estate related-continuing operations		225,497			258,950			501,831			291,978			172,393			387,103
Depreciation and amortization—real estate related-discontinued operations		878			3,580			5,851			4,775			4,819			13,390
Depreciation and amortization—real estate joint ventures		160			525			817			476			908			3,787
Impairment of operating properties		40,500			2,911			13,599			—			8,608			292,707
Impairment of unconsolidated joint ventures		—			—			314			—			—			1,734
Net loss attributable to non-controlling interests not convertible into common stock		(671	)		(652	)		(1,306	)		(653	)		(752	)		(1,400	)

FFO		181,442			169,612			355,000			449,742			138,885			380,637

Gains from development/land sales		(722	)		(50	)		(501	)		—			—			111
Impairment of development/land parcels		3,071			—			—			—			—			—
Acquisition-related costs		—			—			541			41,362			5,647			4,821
Gain on bargain purchase		—			—			—			(328,826	)		—			—

Total adjustments		2,349			(50	)		40			(287,464	)		5,647			4,932

FFO as adjusted	$	183,791		$	169,562		$	355,040		$	162,278		$	144,532		$	385,569

EBITDA and Adjusted EBITDA

Given the nature of our business as a real estate owner and operator, we believe that the use of EBITDA and Adjusted EBITDA in various financial ratios is helpful to investors as a measure of its operational performance because EBITDA and Adjusted EBITDA exclude various items that do not relate to or are not indicative of its operating performance such as gains (losses) from sales of real estate and depreciation and amortization on real estate assets, and includes the results of operations of real estate properties that have been sold or classified as real estate held for sale at the end of the reporting period. Accordingly, we believe that the use of EBITDA and Adjusted EBITDA in various ratios provides a meaningful performance measure as it relates to its ability to meet various coverage tests for the stated period. EBITDA and Adjusted EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance and is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity. In addition, our computation of EBITDA and Adjusted EBITDA may differ in certain respects from the methodology utilized by other REITS to calculate EBITDA and Adjusted EBITDA and, therefore, may not be comparable to such other REITS. Investors are cautioned that items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and addressing our financial performance.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net income (loss) (in thousands):


	Successor												Predecessor
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss)	$	(82,291	)	$	(94,569	)	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Interest expense—continuing operations		190,262			193,569			386,380			204,714			191,922			374,388
Interest expense—discontinued operations		(3	)		666			963			723			449			3,681
Interest expense—unconsolidated joint ventures		450			880			1,589			852			—			—
Federal and state taxes		1,896			3,219			2,172			3,414			10,590			10,384
Depreciation and amortization—continuing operations		226,505			260,455			504,583			293,924			174,554			391,170
Depreciation and amortization—discontinued operations		878			3,580			5,851			4,775			4,819			13,390
Depreciation and amortization—real estate joint ventures		160			525			817			476			908			3,787

EBITDA		337,857			368,325			741,642			662,014			336,151			476,813

Acquisition-related costs		—			—			541			41,362			5,647			4,821
Gain on bargain purchase		—			—			—			(328,826	)		—			—
Gain on disposition of operating properties		(2,631	)		(1,229	)		(5,369	)		—			—			—
Gains from development/land sales		(722	)		(50	)		(501	)		—			—			111
(Gain)/loss on disposition of joint venture operating properties		—			96			(24	)		30			—			3,303
Impairment of operating properties		36,060			—			—			—			—			249,286
Impairment of real estate held for sale		7,511			2,911			13,599			—			8,608			43,421
Impairment of investment in unconsolidated joint ventures		—			—			314			—			—			1,734

Total adjustments		40,218			1,728			8,560			(287,434	)		14,255			302,676

Adjusted EBITDA	$	378,075		$	370,053		$	750,202		$	374,580		$	350,406		$	779,489

Same Property NOI

operating results for comparative purposes with respect to previous periods or forecasts, and also to evaluate future prospects. Our same property NOI is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, our GAAP financial measures. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect our operations, and, accordingly, should always be considered as supplemental to our financial results presented in accordance with GAAP.

We believe that same property NOI is helpful to investors as a measure of our operational performance because it includes only the net operating income of properties owned for the full period presented, which eliminates disparities in net income due to the acquisition or disposition of properties during the period presented, and, therefore, provides a more consistent metric for comparing the performance of our properties. Same property NOI should not be considered as alternatives to net income (determined in accordance with GAAP) as an indicator of our financial performance. In addition, our computation of same property NOI may differ from similarly titled measures reported by other companies and, therefore, may not be comparable to such other companies.

We calculate same property NOI as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us. Same property NOI excludes corporate level income (including transaction and other fees), straight-line rent and amortization of above-/below-market leases of the same property pool from the prior year reporting period to the current year reporting period. Same property NOI includes all properties in the IPO Portfolio that were owned as of the end of both the current and prior year reporting periods and for the entirety of both periods, excluding properties classified as discontinued operations.

The following reconciles net income (loss) attributable to Brixmor Property Group Inc. to Same Property NOI (in thousands):


	Successor												Predecessor
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss) attributable to Brixmor Property Group Inc.	$	(62,760	)	$	(72,034	)	$	(122,567	)	$	115,351		$	(47,843	)	$	(321,387	)
Adjustments:
Revenue adjustments (a)		(33,923	)		(35,808	)		(72,779	)		(42,793	)		(41,960	)		(85,740	)
Depreciation and amortization		226,505			260,455			504,583			293,924			174,554			391,170
Impairment of real estate assets		36,060			—			—			—			—			249,286
Acquisition-related costs		—			—			541			41,362			5,647			4,821
General and administrative		44,343			48,256			88,870			50,437			57,443			94,644
Other expenses		191,243			192,747			385,248			(126,866	)		194,835			366,746
Equity in income (loss) of unconsolidated joint ventures		(754	)		(568	)		(687	)		160			381			2,116
Impairment of investment in unconsolidated joint ventures		—			—			314			—			—			1,734
Income tax benefit		—			—			—			—			—			(16,494	)
Non-same property NOI		394			290			574			120			2,644			1,305
Pro rata share of same property NOI of unconsolidated joint ventures		1,277			1,085			2,243			956			1,320			2,690
Loss on discontinued operations		4,688			2,047			8,207			1,465			9,615			43,286
Net (income) loss attributable to noncontrolling interests		(19,531	)		(22,535	)		(38,146	)		37,785			752			1,400

Same property NOI		387,542			373,935			756,401			371,901			357,388		$	735,577

NOI attributable to Non-Core Properties		(9,575	)		(11,279	)		(22,030	)		(10,959	)		(10,568	)

Same property NOI of Same Property Portfolio	$	377,967		$	362,656		$	734,371		$	360,942		$	346,820

(a)	Includes adjustments for lease settlement income, straight-line rent, amortization of above and below market leases and fee income from unconsolidated joint ventures.

In accordance with Accounting Standards Codification 360-10, Impairment and Disposal of Long-Lived Assets , the results of operations of properties that have been disposed of (by sale, by abandonment, or in a distribution to owners) or classified as held for sale must be classified as discontinued operations and segregated in our Consolidated Statements of Operations and Comprehensive Loss and our Predecessor’s Consolidated Statements of Operations and Comprehensive Loss. Therefore, results of operations from prior periods have been restated to reflect the current pool of assets disposed of or held for sale.

Our Critical Accounting Policies

Our discussion and analysis of the historical financial condition and results of operations is based upon our combined consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and

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assumptions that affect the amounts reported in the combined consolidated financial statements and accompanying notes. Actual results could ultimately differ from those estimates. For a discussion of recently-issued and adopted accounting standards, see Note 1 to financial statements contained elsewhere in this prospectus.

Revenue Recognition and Receivables

Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference between rental revenue recognized in the Statements of Operations and contractual payment terms is recorded as deferred rent and presented on the accompanying Consolidated Balance Sheets within Receivables, net.

We commence recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date.

The determination of who is the owner, for accounting purposes, of tenant improvements (where provided) determines the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete.

If we conclude we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under a lease are accounted for as lease incentives which are amortized as a reduction of revenue recognized over the term of the lease. In these circumstances, we commence revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. In making this assessment, we consider a number of factors, each of which individually is not determinative.

Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. These percentage rents are recognized upon the achievement of certain pre-determined sales levels. Leases also typically provide for reimbursement of common area maintenance, property taxes and other operating expenses by the lessee which are recognized in the period during which the applicable expenditures are incurred.

Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided that various criteria relating to the terms of the sale and subsequent involvement by us with the applicable property are met.

We periodically evaluate the collectability of our receivables related to base rents, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. We analyze our receivables and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Real Estate

Real estate assets are recorded in the Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships), and assumed debt based on an evaluation of available information. Using these estimates, the estimated fair value is allocated to the acquired assets and assumed liabilities.

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The fair values of tangible assets are determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. We expense transaction costs associated with business combinations in the period incurred.

In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating property, the value of above-market and below-market leases is estimated based on the present value (using an interest rate reflecting the risks associated with leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market or below-market intangible is amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease, which includes renewal periods with fixed rental terms that are considered to be below-market.

In determining the value of in-place leases and tenant relationships, management evaluates the specific characteristics of each lease and our overall relationship with each tenant. Factors considered include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. Management also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include: real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical lease-up periods. Costs to execute similar leases include: commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The value assigned to in-place leases is amortized to expense over the remaining term of each lease. The value assigned to tenant relationships is amortized over the initial terms of the leases.

Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:


Building and building and land improvements		20 – 40 years
Furniture, fixtures, and equipment		5 – 10 years
Tenant improvements		The shorter of the term of the related lease or useful life

We capitalize costs incurred in the redevelopment and major betterment of our properties. Capitalized costs may include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes and direct employee costs incurred during the redevelopment period. Additionally, we capitalize “soft costs” related to redevelopment projects such as costs for professional services, including architects, engineers and surveyors; however, such amounts are an immaterial portion of total redevelopment costs. Properties undergoing redevelopment projects are carried at cost, and depreciation begins when the asset is placed in service. Once a redevelopment project is substantially complete and held available for occupancy, costs are no longer capitalized. Costs for ordinary repairs and maintenance activities are expensed as incurred.

When a real estate asset is identified by management as held-for-sale, we discontinue depreciating the asset and estimates its sales price, net of estimated selling costs. If, based on management’s judgment, the estimated net sales price of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Additionally, the real estate asset and related operations are classified as discontinued operations and separately presented within the Statements of Operations and within Other assets on the Consolidated Balance Sheets. Properties classified as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12 months.

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On a periodic basis, management assesses whether there are indicators that the value of our real estate assets (including any related intangible assets or liabilities) may be impaired.

If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Various factors are considered in the estimation process, including expected future operating income, trends and prospects and the effects of demand, competition, and other economic factors. If management determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its fair value.

In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, we evaluate the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above- and below-market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, we may write-off or accelerate the depreciation and amortization associated with the asset group. Such write-offs are included within Depreciation and amortization in the Statements of Operations.

Stock Based Compensation

In accordance with Financial Accounting Board’s Accounting Standards Codification Topic 718, Stock Compensation, as modified or supplemented, we measure compensation cost for share-based payment awards granted to employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Share-based compensation includes awards granted to employees and has been reported in general and administrative expenses in our consolidated statements of income.

Certain employees of the Company have been granted long term incentive awards which provide them with equity interests in the Company’s equity holders and ultimate parent investors (“Class B Units”). The awards were granted with service conditions and performance and market conditions. The fair value of the units with service conditions are recognized ratably over the applicable service period. The units granted subject to performance and market conditions will be recognized as the applicable conditions are met. The awards granted are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in value that exceeds a specified threshold. Therefore, the Class B units only have value to the extent there is an appreciation in the value of the business from and after the applicable date of grant and the appreciation rights exceeds a specified threshold. The units granted subject to performance and market conditions vest on the date, if any, that our Sponsor receives cash proceeds resulting in a 15% internal rate of return, subject to continued employment on such date.

During the six months ended June 30, 2013 and 2012, we recognized approximately $1.6 million and $3.2 million, respectively, of compensation expense relating to the Class B Units. During the year ended December 31, 2012 and the period from June 28, 2011, we recognized approximately $6.4 million and $1.1 million, respectively, of compensation expense relating to the Class B Units.

We calculate the fair value of share based compensation awards using the Black-Scholes-Merton option-pricing model which requires the use of subjective assumptions, including share price volatility, the expected life of the award, risk free interest rate and expected dividend yield. In developing our assumptions we take into account the following:

•

As a result of our status as a private company for the last several years we do not have sufficient history to estimate the volatility of our common share price. We calculate the expected volatility based on reported data for selected reasonably similar publicly traded companies for which historical information is available. We plan to continue to use the guideline peer group volatility information until the historical volatility of our common shares is relevant to measure expected volatility for future award grants;

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•

We determine the risk free interest rate by reference to implied yields available from United States Treasury securities with a remaining term equal to the expected life assumed at the date of the grant;

•

We assumed dividend yield is based on our historical dividends paid, excluding dividends that resulted from activities to be one time in nature;

•

We estimate the average expected life of the awards based on the projected liquidity event.

The assumptions used in the Black-Scholes-Merton option pricing model are set forth below:


	2011		2013
Dividend yield		0.0%		0.0%
Risk free interest rate		0.9%		0.2%
Expected volatility		80.0%		35.0%
Expected life		5 years		1.6 years

The following table presents the grant dates and numbers of underlying shares granted to employees from June 28, 2011 through June 30, 2013:


	Number of Class B Units Granted (in millions)		Estimated Fair Value Per Class B Units at Grant Date				Total Estimated Value of Class B Units at Grant Date (in millions)
Date of Grant	Number of Class B Units Granted (in millions)		Service Condition		Performance and Market Condition		Service Condition		Performance and Market Condition
November 1, 2011		96.8	$	0.45	$	0.44	$	21.8	$	21.3
March 29, 2013		9.1	$	0.445	$	0.444	$	2.0	$	2.0
April 30, 2013		1.8	$	0.445	$	0.444	$	0.4	$	0.4
May 20, 2013		20.6	$	0.289	$	0.289	$	3.0	$	3.0

Certain employees of the company have been granted awards in affiliated entities that are managed by the company. The awards granted to these employees are due to their employment and capacity at the company. The company records management fee income from the affiliated entities as well as additional compensation expense to reflect the fair value of the awards as they are earned by the employees.

Offering Price

We have determined the anticipated initial public offering price range of $ to $ per share. This estimated price range is based on a number of factors, including our results of operations, our future prospects, the economic conditions in and future prospects for the industry in which we compete, current market valuations of publicly traded companies considered comparable to our company and the other factors described in the section titled “Underwriting.” The actual initial price to the public for the offering has not yet been determined and remains subject to adjustment based on factors outside of our control.

The methodology applied to determine the value of the awards at grant date and initial public offering would be substantially the same. The following table sets forth the value of the 2013 Class B Units at grant date and at the time of the initial public offering based on an assumed initial public offering price of $ (the mid-point of the anticipated price range).


Date of Grant	Value of Class B Units at Grant Date (in millions)		Assumed Value at Initial Public Offering (in millions)
March 29, 2013	$	4.0
April 30, 2013	$	0.8
May 20, 2013	$	6.0

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The increase in value between grant date and value at the initial public offering is due to improved operating results driven by an increase in underlying property performance and the impact of the July 2013 debt refinancing (specifically the new Unsecured Credit Facility closed July 2013).

Inflation

The majority of our leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions contain clauses enabling us to receive percentage rents, which generally increase as prices rise but may be adversely impacted by tenant sales decreases, and/or escalation clauses which are typically related to increases in the consumer price index or similar inflation indices. In addition, we believe that many of our existing lease rates are below current market levels for comparable space and that upon renewal or re-rental such rates may be increased to be consistent with, or closer to, current market rates. This belief is based upon an analysis of relevant market conditions, including a comparison of comparable market rental rates, , and upon the fact that many of our leases have been in place for a number of years and may not contain escalation clauses sufficient to match the increase in market rental rates over such time. Most of our leases require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, we periodically evaluate our exposure to interest rate fluctuations, and may enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on our floating rate loans.

In the normal course of business, we also face risks that are either non-financial or non-qualitative. Such risks principally include credit risks and legal risks. For a discussion of other factors which may adversely affect our liquidity and capital resources, please see the section titled “Risk Factors” in this prospectus.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of June 30, 2013.

Quantitative and Qualitative Disclosures About Market Risk

We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity and fund capital expenditures and expansion of our real estate investment portfolio and operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives we borrow primarily at fixed rates or variable rates with the lowest margins available.

With regard to variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.

We may use additional derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our properties or unsecured debt obligations. To the extent we do we are exposed to market and credit risk. Market risk is the adverse effect on the value of the financial instrument that result a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value derivative contract is positive, the counterparty owes us, which creates credit risk to us. We will minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

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As of June 30, 2013, we had approximately $725.6 million of outstanding floating rate mortgages, of which $722.0 million are subject to interest rate cap agreements, which effectively limit the interest rate risk. We do not believe that the interest rate risk represented by our floating rate debt outstanding as of June 30, 2013 is material in relation to our approximately $6.5 billion of outstanding total debt and our approximately $9.5 billion of total assets as of that date. During the six months ended June 30, 2013, no payments were received from the respective counterparties to the interest rate cap agreements.

Our variable rate debt is comprised primarily of mortgage loans, which bear interest at a rate equal to LIBOR (subject to certain floor rates ranging from 0 basis points to 75 basis points) plus interest spreads ranging from 250 basis points to 465 basis points. If market rates of interest on our variable rate debt increased by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $4.5 million. As of June 30, 2013, LIBOR was 0.1958%. Even if LIBOR were 0%, our variable debt would still be subject to certain floor rates ranging from 25 basis points to 75 basis points plus interest spreads ranging from 250 basis points to 465 basis points. Accordingly, the decrease in LIBOR would have a nominal effect on future earnings and cash flows. This assumes that the amount outstanding under our variable rate debt agreements subject to LIBOR remains at approximately $722.0 million, the balance as of June 30, 2013.

Our pro forma variable rate debt after giving effect to this offering and the related transactions would have been approximately $817.8 million as of June 30, 2013, of which $563.6 million would be subject to interest rate cap agreements, which would effectively limit the interest rate risk. Our pro forma variable rate debt will bear interest at a rate equal to LIBOR (subject to certain floor rates ranging from 0 basis points to 75 basis points) plus interest spreads ranging from 170 basis points to 375 basis points. If market rates of interest on our pro forma variable rate debt increased by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $6.8 million. As of June 30, 2013, LIBOR was 0.2%; accordingly, any reduction in LIBOR would have minimal impact on earnings.

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INDUSTRY OVERVIEW

Unless otherwise indicated, all information contained in this Industry Overview section is derived from a market study prepared for us by Rosen Consulting Group (“RCG”) as of August 22, 2013 and the projections and beliefs of RCG stated herein are as of that date.

RCG anticipates that continued improvements in consumer and business confidence will drive demand for domestic goods and services in the medium term. RCG believes that these factors should stimulate personal consumption, fueling strong GDP growth and leading to increased retail sales and restaurant visits. Increased confidence is expected in all income groups going forward, which should form the basis for a broad-based increase in consumer spending and improvements in retail market fundamentals. This growth will likely be concentrated in many of the top 50 MSAs in the United States, as new residents are attracted to urban environments and job opportunities in existing knowledge-based industry clusters, resulting in rising population density and faster income growth as compared with the national average. Retailer demand for space should increase as job creation and population growth spur increased sales of necessity goods, housing-related products, and discretionary items. Nearly 82,000 store openings, including retailers, restaurants and hotels, have been scheduled between the second quarter of 2013 and the second quarter of 2015. Category killers should be among the strongest performers going forward, leading to rapid income growth in community and neighborhood centers and regional mall properties where category killers function as anchor tenants. Grocery-anchored centers should also extend strong performance, as consumer foot traffic increases in centers that provide both necessities and discretionary items. RCG projects that a limited amount of new retail development will be delivered in the next five years, allowing for tightening market conditions and the potential for increased rents.

National Economic and Demographic Trends

Private-sector job creation is strong, averaging 194,000 jobs created per month in 2013 through May. RCG forecasts total employment growth to remain positive through the next several years, averaging the addition of slightly less than two million jobs per year through 2017. The rate of employment growth should average 1.4% per year from 2013 to 2017. Employment growth in the top 50 MSAs should outpace the national average during this period. Job creation is outpacing the growth of the labor force, resulting in a decreasing trend in the unemployment rate. As of April 2013, the unemployment rate reached 7.5%, down significantly from the cyclical peak of 10.1% in late 2009. RCG expects job creation to keep outpacing the growth of the labor force, driving the unemployment rate to 7.1% by year-end 2013 and into the high-5% range in the medium term. Through the next five years, RCG forecasts that a majority of the top 50 MSAs will record an unemployment rate lower than the national average. Total payrolls should surpass the previous peak by 2014 and extended broad-based job creation should fuel income growth, driving increased sales of consumer goods through the medium term.

LOGO

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In conjunction with improvements in business and consumer confidence, increased private-sector hiring is driving income growth and increased personal consumption expenditures, which comprise more than 70% of GDP. In the first quarter of 2013, real personal consumption expenditures, including services, increased by 2.1%, marking the 13 ^th consecutive quarter of year-over-year growth. Growth was fueled by increased spending on consumer goods, which rose by 3.1% on an inflation-adjusted basis during the same period. RCG anticipates that U.S. GDP will grow by 2.3% in 2013 and increase modestly through 2015, peaking at 2.7%. GDP growth should moderate in 2016 and 2017, but remain at a healthy level.

Strengthening employment growth and increasing productivity is also causing a rise in personal income. Hiring in the private sector is particularly strong, driven by job creation in high-wage industries such as high-technology, energy and health care. As household incomes rise, so will the share of disposable income. RCG projects real disposable income growth to average 2.3% annually between 2013 and 2017. Rising disposable income should boost consumer spending and lead to increased retail sales in the coming years. Income growth should be strongest in the top 50 MSAs, which are more likely to contain a high concentration of employers in the high-wage industries expected to lead job creation in the future.

The strong rebound in home values has also helped to restore many households’ overall wealth. The net worth of households and non-profits, as reported by the Federal Reserve, approached its previous non-seasonally adjusted, nominal high in late 2012. The recovery of the U.S. single-family housing market, coupled with more than three years of private-sector job creation, has boosted consumer confidence and is fueling a more positive consumer outlook for the future. Although overall consumer confidence levels are higher than during the recession, at 76.2 in May 2013 as compared with a low of 25.3 in February 2009, significant upside potential exists going forward when concerns about the national debt, the effects of sequestration, political gridlock and future tax increases are assuaged. With job creation expected to extend through 2017, consumer confidence should rise in concert, fueling further growth in consumer spending and retail sales. RCG projects a peak confidence level of 100 in 2016 and stability through 2017 despite higher inflation and slower economic growth.

LOGO

The economic recovery is also fueling more rapid population growth and household formation. As residents regain economic and financial security and consumer confidence increases, more households are likely to start or add to their families, which will contribute to a steady-to-rising birth rate. As a result, the United States Census Bureau projects that the nation’s population will expand by an annual average of 0.8% through 2017, representing an additional 12.4 million residents during the next five years. Population growth should be even stronger in the top 50 MSAs. RCG expects that nearly seven million new households will be created over the

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same time period. Spurred by rapid job creation and population growth, the household formation rate for the top 50 MSAs should accelerate during the next five years. Many of the new households formed in these metropolitan areas will be in dense, urban submarkets, driving increased population density. As the number of U.S. residents and households increases, so will the demand for consumer goods and retail sales.

Retail Sales

LOGO

The need for food through all stages of the economic cycle makes the grocery sector one of the most resilient retail sales categories. Seasonally adjusted nominal grocery store sales volume has generally increased for the past several decades, with very minor, short-lived declines during recessions. Additionally, spending in this category typically expands strongly during expansion periods, as more confident consumers spend more on necessities and discretionary items. Year-over-year in April 2013, monthly grocery store sales increased by 1.7% to $47.9 billion on a seasonally adjusted basis. Just five years prior, monthly grocery store sales totaled $42.7 billion. Driven by an expanding population and positive job creation, RCG projects extended growth in grocery store sales through 2017 and beyond.

Although necessity categories comprised the bulk of retail sales growth in the early years of the recovery, sales growth in discretionary categories has also begun to accelerate in recent months alongside an increasingly solidified national economic recovery. RCG expects the rate of retail sales growth to remain healthy, averaging an increase of 3.1% per year from 2013 to 2017, with an increase in sales at discount and warehouse/superstore retailers and clothing and accessory stores over the same period. By 2017, RCG expects fourth-quarter retail sales excluding autos to approach $1.2 trillion. The number of store closings declined sharply in recent years, as the majority of under-performing retail chains and store locations were shuttered during the recession. Going forward, the combination of a more efficient existing retail industry and rising retail sales should lead to a low level of store closings.

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Although RCG believes that internet retail sales will continue to increase going forward, online sales still comprise a small portion of total retail sales. In the first quarter of 2013, seasonally adjusted electronic and mail order sales totaled $86.0 billion, equal to 9.7% of total retail sales excluding autos. Therefore, 90.3% of retail sales are occurring at traditional brick-and-mortar retailers. Shoppers typically prefer to see and handle goods before purchasing them. Grocery stores in particular benefit from this shopping preference. Commodity goods, such as media and office supplies, are less likely to warrant in-person handling before purchase. As a result, power center retailers that specialize in commodity goods are more vulnerable to online sales cannibalization. Additionally, a recent Urban Land Institute survey of echo-boomer shoppers indicated that they are most likely to shop at discount, superstore and neighborhood strip retailers rather than at a mall or big-box facility. The ability to browse and purchase a variety of items at one location appeals to most shoppers. Going forward, RCG believes that the brick-and-mortar retail experience will continue to evolve in order to both compete with and complement e-commerce sales. The volume of internet sales will continue to grow, as will the proportion of total sales, but at a decelerating rate over the long term.

Retail Construction

Construction slowed considerably across all shopping center subcategories with the onset of the recession and has yet to rebound. According to ICSC data, annual net new supply of shopping centers decreased by 92% from 201 million sq. ft. in 2006 to 16 million sq. ft. in 2012. Net new supply of retail space reached a record low in 2012 and very little space is in the development pipeline.

LOGO

Going forward, as vacant space is absorbed, RCG expects construction to gradually increase. Much of the excess space built leading up to the recession will need to be absorbed before developers undertake major new projects and significantly increase supply. This minimal level of new construction will limit the need for landlords to compete with new supply and ensure that tenants focus on existing retail centers which includes current vacant space and the redevelopment of current leased space. With new supply constrained between 2013 and 2017, RCG expects that increasing retailer demand for space stimulated by rising retail sales as a result of the strengthening economy and housing market will drive the vacant space to pre-recession levels.

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Vacancy Trends

The combination of gradually strengthening tenant demand, limited new supply coming online, and removal or repurposing of outdated stock has caused the community and neighborhood centers space availability rate to decline from its recession-era high. An improving national economy, higher consumer confidence and rising retail sales supported a more optimistic outlook for national retailers, resulting in strategic expansion activity in recent years. ICSC’s Shopping Center Executive Opinion Survey indicator increased to 56.9 in May 2013, an increase from both the prior month and year-ago level. An index result above 50 indicates that the majority of survey respondents reported improvements in shopping center industry performance. The tenant retention rate increased for all types of retail properties from recessionary lows. Consequently, the community and neighborhood centers space availability rate tightened to 12.7% in 2012 from a peak of 13.1% in 2011.

LOGO

Looking forward, RCG predicts a slow, steady decline in the community and neighborhood centers space availability rate. The accelerating tenant demand will be concentrated in existing centers while the supply pipeline remains low. Extended population growth, job creation, income growth and price appreciation of single family homes will lead to healthy growth in consumer spending. Increased retail sales should boost retailer confidence and tenant expansion activity, particularly in regions with positive economic and demographic fundamentals. RCG projects that the community and neighborhood centers space availability rate will tighten to 10.0% in 2017.

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Rent Growth

Well-positioned community and neighborhood centers outperformed in terms of rent growth during 2012, as rising sales and productivity increased tenant competition for space in these properties. Both segments exhibited a bifurcation in performance, with well-located, high-quality properties generally recording less vacant space and higher rent growth than lesser quality properties. Grocery-anchored properties, in particular, were relatively resilient during the recession and initial years of the recovery. On average, community and neighborhood center rental rates increased by 1.7% in 2012.

LOGO

Tightening rental market conditions and improving retailer confidence should allow landlords to raise asking rental rates for retail space in the coming years. RCG expects the trend of bifurcated performance to persist at least through the near term, with stores in high-quality centers capturing the bulk of growing consumer demand; however, a more broad-based economic recovery across income groups could boost sales at lesser quality properties as well. Looking forward, community and neighborhood centers should outperform other types of retail real estate, with average annual rent growth of 2.7% from 2013 to 2016. Grocery-anchored community and neighborhood centers should outperform the broader category, with even stronger rent growth. Locations with a high concentration of knowledge-based industries and/or strong population growth, such as those often found in the top 50 MSAs, will likely record stronger growth in retail sales as a result of increasing population density and faster income growth as compared with the national average. High-quality retail centers in these locations may capture a higher proportion of increased sales, translating to better rent growth than the property type average.

Tenant Demand

In line with expected retail sales trends, certain retailer categories and associated retail property types should record greater tenant demand in the future. Extended population growth, particularly in fast-growing metropolitan areas, will spur the need for necessity retailers, including grocery stores and general merchandise stores. Household formation will drive improved demand for furnishings, electronics, and home improvement goods. Increased income, particularly in regions with a high concentration of high-wage, knowledge-based industries, will fuel demand for apparel and other discretionary goods. Furthermore, well-positioned category-killer retailers should continue to comprise a greater market share of total retail sales, as one-stop shopping for both necessities and discretionary items appeals to consumers in all demographic groups. Properties with tenants in these categories will likely record strong rent growth and sustained high occupancy in the coming years, particularly if they are high-quality properties in locations with strong job creation, income growth and increasing population density.

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BUSINESS

Brixmor is an internally-managed REIT that owns and operates the largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. Our IPO Portfolio is comprised of 522 shopping centers totaling approximately 87 million sq. ft. of GLA. 521 of these shopping centers are 100% owned. Our high quality national portfolio is well diversified by geography, tenancy and retail format, with more than 70% of our shopping centers anchored by market-leading grocers. Our four largest tenants by ABR are Kroger, TJX Companies, Publix and Walmart. Our community and neighborhood shopping centers provide a mix of necessity and value-oriented retailers and are primarily located in the top 50 MSAs, surrounded by dense populations in established trade areas. Our company is led by a proven management team that is supported by a fully-integrated, scalable retail real estate operating platform.

A number of trends and factors have driven, and we believe will continue to drive, our internal growth. Since the Sponsor Contract Date, for our Same Property Portfolio we have:

•

increased occupancy for ten consecutive quarters on a year-over-year basis to 91.7% at June 30, 2013;

•

increased our total ABR for 23 consecutive months through June 2013;

•

executed 1,599 new leases for approximately 8.4 million sq. ft. of GLA;

•

achieved positive new and renewal lease spreads over each of the past ten quarters, including 21% and 7%, respectively, in the six months ended June 30, 2013; and

•

realized Same Property NOI growth of 3.8% for our Same Property Portfolio for the year ended December 31, 2012 and 4.2% for the six months ended June 30, 2013, in each case in comparison to the corresponding prior year period. Additional information regarding Same Property NOI of our Same Property Portfolio, including a reconciliation of Same Property NOI of our Same Property Portfolio to net income (loss), is included above in “Summary—Summary Financial and Other Data.”

We believe that our IPO Portfolio provides us with further opportunity for meaningful NOI growth over the coming years and that the key drivers of this growth will be a combination of occupancy increases across both our anchor and small shop space, positive rent spreads from below-market in-place rents and significant near-term lease rollover, and the realization of embedded redevelopment opportunities.

Our Shopping Centers

The following table provides summary information regarding our IPO Portfolio as of June 30, 2013.

Summary of IPO Portfolio


Number of shopping centers	522
Gross leasable area (sq. ft.)	86.7 million
Percent grocery-anchored shopping centers (1)	70	%
Average shopping center GLA (sq. ft.)	166,170
Occupancy	92	%
Average ABR/SF	$ 11.83
Percent of ABR in top 50 U.S. MSAs	63	%
Average effective age (2)	14 years
Percent of grocer anchors that are #1 or #2 in their respective markets (3)	77	%
Average sales PSF of reporting grocers (4)	$ 502
Average population density (5)	182,928
Average household income (5)	$ 78,103

(1)	Based on total number of shopping centers.

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(2)	Effective age is calculated based on the year of the most recent redevelopment of the shopping center or based on year built if no redevelopment has occurred.

(3)

(4)	Year ended December 31, 2012. Reporting grocers represent 76% (286 of 375) of total grocers.

(5)	Demographics based on five-mile radius and weighted by ABR. Based on U.S. Census information (June 2012).

Our Recent History

During the period of ownership under Centro, our capital availability was constrained and limited to general upkeep at our shopping centers. We were unable to fund tenant improvements required for new leases, which severely limited our ability to attract and retain tenants and negatively impacted our occupancy rate. Since the Sponsor Contract Date, we have invested $339 million of primarily revenue-generating capital in our assets in order to both drive leasing and fund 43 value-creating redevelopment projects. Facilitated by this capital investment, since the Sponsor Contract Date we have executed 1,682 new leases in our IPO Portfolio for an aggregate of approximately 8.5 million sq. ft., including 192 new anchor leases for spaces of at least 10,000 sq. ft., of which 92 were new leases for spaces of at least 20,000 sq. ft. We believe that anchor leasing is a critical driver of further growth in our occupancy rate, as well as in leasing spreads for renewal leases.

Competitive Strengths

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Since 2005, we have sold or distributed 238 shopping centers, or 33% of the shopping centers originally acquired by Centro. The divested shopping centers were characterized by weaker average occupancies, demographics, grocer sales levels and tenant quality compared with our IPO Portfolio. Further, our Sponsor has invested additional capital of $339 million into the portfolio. In connection with this offering, our Sponsor is contributing 43 shopping centers to our IPO Portfolio, which have been managed by us since being acquired by our Sponsor in 2011 and 2012. These properties are located in markets where we already have a significant presence. The Acquired Properties are characterized by high average occupancies and high ABR/SF and are 86% grocery-anchored, including 20 Publix-anchored shopping centers. The following chart provides summary statistics of our IPO Portfolio as compared to (1) the shopping centers Centro acquired to build its U.S. portfolio, (2) properties eliminated from Centro’s portfolio, including the Non-Core Properties, (3) the Same Property Portfolio and (4) the Acquired Properties:


	Centro Portfolio (1)			–	Properties Sold (2)			–	Non-Core Properties (3)			=	Same Property Portfolio (3)			+	Acquired Properties (3)			=	IPO Portfolio (3)
Number of shopping centers		717				193				45				479				43				522
Occupancy		87	%			81	%			69	%			92	%			90	%			92	%
Average ABR/SF	$	10.80			$	9.23			$	6.65			$	11.72			$	13.78			$	11.83
Percent grocery-anchored (4)		58	%			39	%			24	%			69	%			86	%			70	%
Average sales PSF of reporting grocers (5)	$	459			$	358			$	296			$	504			$	485			$	502

(1)

For properties owned by us as of June 30, 2013, information is presented as of June 30, 2013, except that average sales of reporting grocers reflect tenant-reported information for the year ended December 31, 2012. For properties no longer owned by us as of June 30, 2013, information is that which was most recently available to us before the dates of the sale of the relevant properties, except that average sales of reporting grocers reflect the last tenant reported information before the dates of the sale of the relevant properties.

(2)	Information is presented based on information as of the dates of the sale of the relevant properties, except that average sales of reporting grocers reflect the last tenant reported information before the dates of the sale of the relevant properties.

(3)	As of June 30, 2013, except that average sales of reporting grocers reflect tenant-reported information for the year ended December 31, 2012.

(4)	Based on total number of shopping centers owned.

(5)

Average sales PSF of reporting grocers is derived from sales data provided to us by the relevant grocer. In the Centro Portfolio, Properties Sold, Non-Core Properties, Same Property Portfolio, Acquired Properties and IPO Portfolio, reporting grocers represent 74% (315 of 425), 70% (53 of 76), 100% (11 of 11), 74% (251 of 338), 95% (35 of 37) and 76% (286 of 375), respectively, of total grocers.

In addition, we believe that we have taken advantage of our time as a private company to position ourselves with our IPO Portfolio and with an efficient operating and management infrastructure to support it. As a publicly traded company we do not expect to face the legacy issues that many of our peers face as a result of the global financial crisis and strategic plan modifications, such as significant non-core asset sales, unresolved land banks, stalled new developments, resolving of joint ventures and operating platform modifications.

Embedded Internal Growth Opportunity. Our Same Property Portfolio delivered Same Property NOI growth of 3.8% and 4.2% during the year ended December 31, 2012 and the six months ended June 30, 2013, respectively, which exceeded the peer average of 3.2% and 3.5% for the year ended December 31, 2012 and the six months ended June 30, 2013, respectively, in each case in comparison to the corresponding prior year period. We believe that we are well-positioned to continue to deliver meaningful same property NOI growth over the

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next several years. We expect such growth to be driven by a combination of occupancy increases across both our anchor and small shop space, the capture of positive rent spreads from below-market in-place rents and significant near-term lease rollover, through contractual rent increases and redevelopment efforts.

Since the Sponsor Contract Date, we have executed 192 new anchor leases for spaces of at least 10,000 sq. ft., including 92 new leases for spaces of at least 20,000 sq. ft., increasing overall anchor occupancy to 96% as of June 30, 2013. We believe that the commencement of anchor space leases drives strong new and renewal lease spreads and, because it enables us to lease additional small shop space, is instrumental to long-term small shop occupancy gains and NOI growth. Occupancy improved 2.2% during the 12 months ended June 30, 2013 for small shop spaces in shopping centers with at least one anchor commencement in the prior 12 months. At June 30, 2013, we have signed but not commenced 47 anchor leases of approximately 1.1 million sq. ft., which we believe will help drive further small shop leasing as these anchors open. As of June 30, 2013, our remaining available space was approximately 2.2 million sq. ft. in 100 spaces over 10,000 sq. ft. and approximately 5.1 million sq. ft. in approximately 2,000 small shop spaces, the re-leasing of which would further increase our NOI.

We believe our above-average lease expiration schedule, as compared to our historic annual expirations, with below-market expiring rents will enable us to renew leases or sign new leases at higher rates. During the 12 months ended June 30, 2013, we signed new and renewal leases in our IPO Portfolio at an average ABR/SF of $12.44, with an average ABR/SF of $12.44 for new leases and $12.43 for renewal leases. During the same period, we experienced new and renewal lease spreads for the IPO Portfolio of 7%, with a lease spread for new leases of 23% and renewal leases of 5%. The cost per sq. ft. of tenant improvements and leasing commissions on new leases was $11.48 and $2.29, respectively, and $0.54 and $0.03, respectively, for renewal leases. As we move forward into 2014 and through 2016, expiring rents will be lower on average than expiring rents in 2013. Twelve percent of our leased GLA expires in 2014, 15% in 2015 and 14% in 2016, with an average expiring rent of $10.91 per sq. ft. This represents a significant near-term opportunity to mark a substantial percentage of the IPO Portfolio to market. We would expect leasing spreads to widen over time as market rents continue to grow.

The following chart illustrates our projected annual lease expiration schedule for the near term by both percentage of leased GLA expiring and average ABR/SF expiring.

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In addition, we believe that our shopping centers located outside of the top 50 MSAs are among the strongest centers in their respective markets based on their locations in prominent retail corridors, merchandise mix and physical condition. These properties were on average 92% occupied and 72% grocery-anchored at June 30, 2013. Eighty percent of these grocery-anchored centers located outside of the top 50 MSAs were anchored by the #1 or #2 grocer based on a combination of industry sources and management estimates of market share in their respective markets, with strong sales of $497 PSF, according to the most recent tenant-reported data.

Our properties located outside of the top 100 MSAs, which account for 24% of the ABR of our IPO Portfolio, were on average 93% occupied and 71% grocery-anchored at June 30, 2013. Seventy-nine percent of these grocery-anchored centers were anchored by the #1 or #2 grocer based on a combination of industry sources and management estimates of market share in their respective markets, with strong sales of $511 PSF, according to the most recent tenant-reported data.

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The following table lists our top 10 markets by ABR as of June 30, 2013.


OUR TOP MARKETS BY ABR	Total ABR (in thousands)		% of ABR
New York	$	53,442		6.1	%
Philadelphia		50,772		5.8	%
Houston		46,480		5.3	%
Chicago		42,515		4.8	%
Dallas		37,980		4.3	%
Atlanta		31,080		3.5	%
Los Angeles		26,713		3.0	%
Tampa		24,740		2.8	%
Miami		18,470		2.1	%
Cincinnati		18,045		2.1	%

The following chart lays out the percentage of ABR as of June 30, 2013 by MSA rank, demonstrating that the majority of our shopping centers are located in the top 50 MSA markets.

LOGO

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This flexibility allows us to enhance the overall positioning and appeal of our shopping centers as illustrated by our recent redevelopment project in Naples, Florida. Naples Plaza is located in an affluent market with a five-mile average household income of approximately $108,000. Originally built in 1962, the shopping center was out-of-date and in need of overall upgrades to enhance its physical appearance. Publix, the leading grocer in the market and an anchor at the center for over 50 years, was realizing sales of approximately $900 per sq. ft. in an older, outdated store of approximately 47,500 sq. ft. The rent on the existing Publix store was substantially below market. In addition, the junior anchor space adjacent to Publix had been vacant for over two years and an existing 20,000 sq. ft. tenant was underperforming. As the owner of the Publix space and the additional anchor space, we were able to proactively and efficiently reposition the shopping center through redevelopment and provide Publix with a new and expanded prototype store of approximately 55,200 sq. ft. and an adjoining Publix Liquor store. In addition, we reset the lease with a new 20-year term and increased the rent to nearly three times the former rent. Redevelopment also included recapturing the approximately 20,000 sq. ft. anchor space and remerchandising it with an approximately 14,000 sq. ft. West Marine and an approximately 6,000 sq. ft. Woodhouse Day Spa, as well as façade improvements to the entire center. Publix opened in December 2012. The project was completed in March 2013 for a total cost of $8.6 million and a targeted NOI yield of 11%.

BEFORE

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AFTER

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Redevelopment Expertise . We have been a top redeveloper over the past decade, according to Chain Store Age magazine, having completed projects totaling approximately $1 billion since January 1, 2003. Since the Sponsor Contract Date, we have completed 43 redevelopment projects, for a total cost of $129 million with a targeted NOI yield of approximately 18%. The average cost per project completed since the Sponsor Contract Date is approximately $3 million, with an average time to completion of 11 months. We currently have 23 active anchor projects, with an expected aggregate cost of $93 million and a targeted NOI yield of 15%. In total, since the Sponsor Contract Date, we have either completed or have in process 66 redevelopment projects, for a total cost of $222 million with a targeted NOI yield of approximately 17%. Given the continual evolution of retailer concepts and store prototypes, as well as the lack of significant new development in the United States, we expect to maintain our current pace of anchor related projects over the foreseeable future. We believe anchor repositioning is critical to the success of our company, as it provides incremental growth in NOI, drives small

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shop leasing, improves the value and quality of our shopping centers and increases consumer traffic. At shopping centers in our IPO Portfolio where we have completed a redevelopment during either the year ended December 31, 2012 or the six months ended June 30, 2013, occupancy has increased on average 7.5% in comparison to the year ended December 31, 2011.

The average cost per sq. ft. of the 43 redevelopment projects completed since the Sponsor Contract Date was $12.28, while the average cost per sq. ft. of the projects currently in progress is $14.51. These costs are presented across the entire GLA of each asset.

Our deep relationships with Kroger, Publix and Walmart illustrate our tenant reach and redevelopment expertise. Our IPO Portfolio has 66 Kroger leases with a total of approximately 4.3 million sq. ft. located across 18 states. Since January 1, 2003, 21 redevelopment projects involving Kroger stores have been completed or are underway. Our Publix portfolio consists of 39 leases totaling approximately 1.8 million sq. ft. in the Southeast United States, including one of only eight Publix Sabor stores, the grocer’s Hispanic supermarket concept. Since January 1, 2003, we have completed seven redevelopment projects involving Publix, of which six involved new store construction. Our Walmart portfolio has 27 leases with a total of approximately 3.5 million sq. ft. located across the country. Since January 1, 2003, eight redevelopment projects involving Walmart have been completed or are underway, with several others in the planning stage.

Expansive Retailer Relationships. We own and operate the largest wholly-owned portfolio of community and neighborhood shopping centers in the United States. We believe that, given the scale of our asset base and our nationwide footprint, we have a competitive advantage in supporting the growth plans of the nation’s largest retailers. We are committed to helping our retailers meet their real estate needs through creative leasing strategies, property management capabilities and redevelopment expertise. We believe that we are the largest landlord by GLA to Kroger and TJX Companies, as well as a key landlord to all major grocers and most major retail category leaders. We believe that our strong relationships with leading retailers afford us insight into their strategies and priority access to their expansion plans, enabling us to efficiently provide these retailers with space in multiple locations, often pursuant to a uniform lease form. Our role as a leading landlord to these retailers makes us an important counterparty to them.

In addition to our network of local and regional offices, we maintain centralized corporate and accounting functions, which drive efficiency, consistency and commonality in operations and reporting. Our information technology systems are industry standard, flexible and scalable and are based on the Oracle JD Edwards Enterprise One platform.

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Michael Pappagallo, is familiar with market conditions and investment opportunities in the major markets in which we operate and has extensive and long-standing business relationships with tenants, brokers and vendors established through many years of transactional experience, as well as significant expertise in redevelopment, which we believe will enhance our growth prospects. We believe that the extensive operating expertise of our management team enables us to maintain focused leasing programs, active asset and property management and first-class tenant service.

The interests of our senior management team are highly aligned with those of our stockholders. Our management team collectively owns in excess of % of the Outstanding Brixmor Interests that will be outstanding after the completion of this offering and the IPO Property Transfers. In addition, we intend to continue to utilize equity-based compensation as part of our compensation program after this offering.

Our Business and Growth Strategies

Leveraging our Operating Expertise to Proactively Lease and Manage our Assets. We proactively manage our shopping centers with an emphasis on driving high occupancy rates with a solid base of nationally and regionally recognized tenants that generate substantial daily traffic. Our expansive relationships with leading retailers afford us early access to their strategies and expansion plans, as well as to their senior management. We believe these relationships, combined with the national breadth and scale of our portfolio, give us a competitive advantage as a key landlord able to support the real estate strategies of our diverse landscape of retailers. Our operating platform, along with the corresponding regional and local market expertise, enables us to efficiently capitalize on market and retailing trends. We also seek opportunities to refurbish, renovate and redevelop existing shopping centers, as appropriate, including expanding or repositioning existing tenants.

We generally own shopping centers for long-term investment, with the goal of increasing the value of our portfolio and allowing our assets to appreciate. As such, we regularly monitor the physical condition of our shopping centers and the financial condition of our tenants. We are currently improving the general appearance of certain of our shopping centers by upgrading existing facades, updating signage, resurfacing parking lots and improving exterior lighting, while also maintaining competitive tenant occupancy costs. We believe the retention rate for our IPO Portfolio of 83% for the 12 months ended June 30, 2013 reflects the success of our commitment to shopping center enhancement and proactive management.

We direct our leasing efforts at the corporate level through our national accounts team and at the regional level through our field network. We believe this strategy enables us to provide our national and regional retailers with a centralized, single point of contact, facilitates reviews of our entire shopping center portfolio and provides for standardized lease templates that streamline the lease execution process, while also accounting for market-specific trends. We conduct ongoing portfolio reviews with our retailers to evaluate current and potential new locations, as well as understand their real estate strategies. The goal of these reviews is not only to generate new leasing opportunities, but also to secure lease renewals and explore potential redevelopments. During the year ended December 31, 2012, we conducted 208 portfolio reviews, resulting in 82 new leases for approximately 887,000 sq. ft. of GLA and 97 renewal leases for approximately 1 million sq. ft. of GLA. During the six months ended June 30, 2013, we conducted 105 portfolio reviews, resulting in 114 total leases for approximately 1.1 million sq. ft. of GLA.

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Our leasing capabilities can be illustrated by our success in re-leasing vacant anchor space created by three major tenant bankruptcies that occurred in 2008. Approximately 1.4 million sq. ft. of GLA became available in our portfolio as a result of the bankruptcies of Circuit City Stores, Inc. (“Circuit City”) in November 2008, Linens ‘n Things, Inc. in May 2008 and Steve and Barry’s LLC in November 2008. Given our expectations regarding these retailers, we had already begun marketing these spaces both to our existing tenant base and to potential new tenants prior to their respective bankruptcy filings. With capital available as part of our acquisition by our Sponsor, we have been able to proactively lease and address these vacancies. As a result, as of June 30, 2013, we had leased approximately 1.2 million sq. ft. of this vacant space to both new and existing tenants, including a total of approximately 70,000 sq. ft. over two locations to Bed Bath & Beyond; one approximately 33,000 sq. ft. space to Walmart; and one approximately 72,000 sq. ft. space to Academy Sports + Outdoors, a new tenant; as well as a total of 1.1 million sq. ft. across 35 leases with a mix of several value-oriented retailers. In addition, as of June 30, 2013, we had under letter of intent or were in active negotiations for the majority of the remaining approximately 179,000 sq. ft. of vacant GLA across six shopping centers.

The following examples illustrate our proactive leasing strategies:

Esplanade Shopping Center: Esplanade Shopping Center is located in the Oxnard, California market, north of Los Angeles in the most populous city in Ventura County, with a five-mile population of approximately 264,000 residents. The 356,864 sq. ft. shopping center is a dominant retail destination in its trade area. At March 31, 2011, the center was 91% occupied, with a vacant space of approximately 33,000 sq. ft. that was formerly leased to Circuit City and two pending adjacent vacancies totaling approximately 45,000 sq. ft., one due to the Borders Group, Inc. bankruptcy and the other an oversized Old Navy. Following our acquisition by our Sponsor and the resulting availability of capital, we re-tenanted the Circuit City space with a Walmart Neighborhood Market and combined the Borders and Old Navy locations into a Dick’s Sporting Goods. In addition, these anchor leases enabled us to complete small shop leases with Chipotle Mexican Grill, Inc. and Smile Brands Inc. (Brightnow Dental). At June 30, 2013, occupancy improved to 100%, with a greatly enhanced merchandise mix, as well as improved tenant quality and credit. As a result of the improved occupancy, monthly NOI increased 74% in June 2013 over March 2011.

Westridge Court: Westridge Court is located in suburban Chicago, Illinois, with a five-mile population of approximately 250,000 residents. Prior to our acquisition by our Sponsor, the 673,082 sq. ft. shopping center was showing signs of decline coinciding with the global financial crisis, including several anchor vacancies resulting from bankruptcies and lease expirations. In 2011, with capital available for leasing following our acquisition, we re-leased approximately 140,000 sq. ft. of vacancies and enhanced the shopping center’s merchandise mix with a new approximately 26,000 sq. ft. buybuy BABY (Bed Bath & Beyond Inc.), an approximately 50,000 sq. ft. Gordmans, an approximately 28,000 sq. ft. hhgregg and an approximately 38,000 sq. ft. Savers. As a result of the improved marketability of the shopping center resulting from these anchor lease executions and commencements, we then invested additional tenant-related capital required to execute a new 23,000 sq. ft. lease with Furnish 123, relocate Discovery Clothing to a larger 12,000 sq. ft. space by consolidating three small shop spaces and re-lease their former space with a new 9,000 sq. ft. Five Below. Additional recent follow-on small shop leasing included a 7,200 sq. ft. Sleepy’s and an approximately 6,300 sq. ft. Lumber Liquidators. As a result, occupancy at the center has increased from 87% in March 2011 to 94% in June 2013 and monthly NOI increased from its low point in June 2011 by 40% in June 2013.

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continued in the first six months of 2013, with new lease rent spreads of 21.4% and blended lease spreads of 8.0%. During 2011, new lease rent spreads for the IPO Portfolio were 13.2% and blended lease spreads were 6.6%. During the six months ended June 30, 2013, we signed new and renewal leases in our IPO Portfolio at an average ABR/SF of $13.00, with an average ABR/SF of $13.21 for new leases and $12.90 for renewal leases. We believe that this performance will continue given our future expiration schedule of 12% of our leased GLA in 2014, 15% in 2015 and 14% in 2016, with an average expiring ABR/SF of $10.91 compared to an average ABR/SF of $12.44 for new and renewal leases signed during the 12 months ended June 30, 2013. This represents a significant near-term opportunity to mark a substantial percentage of the IPO Portfolio to market.

Pursue Value-Creating Redevelopment and Anchor Repositioning Opportunities. We evaluate our portfolio on an ongoing basis to identify value-creating redevelopment opportunities. These efforts are tenant-driven and focus on renovating, re-tenanting and repositioning assets and generally present higher risk-adjusted returns than new developments. Potential new projects include value-creation opportunities that have been previously identified within our portfolio, as well as new opportunities created by the lack of meaningful community and neighborhood shopping center development in the United States. We may occasionally seek to acquire non-owned anchor spaces and land parcels at, or adjacent to, our shopping centers in order to facilitate redevelopment projects. As a result of the historically low number of new shopping center developments in the United States, redevelopment opportunities are critical in allowing us to meet space requirements for new store growth and accommodate the evolving prototypes of our retailers.

During 2012, we completed 24 projects in our IPO Portfolio, with average targeted NOI yields of 19%. The aggregate cost of these projects was approximately $65 million. During the six months ended June 30, 2013, we completed 14 projects in our IPO Portfolio, with average targeted NOI yields of 18% and an aggregate cost of approximately $50 million. We expect average targeted NOI yields of 15% and an aggregate cost of $93 million for our 23 currently active projects. The average cost per project completed since the Sponsor Contract Date is approximately $3 million, with an average time to completion of 11 months. We expect to continue to expand the number of projects over time and intend to fund these efforts through cash from operations.

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The following examples highlight two of our recent redevelopment projects:

College Plaza: College Plaza is located in a densely populated suburb on Long Island, New York with a five-mile population of more than 240,000 residents. Prior to repositioning, the 175,400 sq. ft. shopping center was not reaping the benefits of its strong location due to a vacant anchor and an oversized Bob’s Stores of approximately 61,000 sq. ft. that was seeking to downsize. Commencing immediately after the Sponsor Contract Date, we repositioned the shopping center by rightsizing and relocating the Bob’s Stores to a space of approximately 31,000 sq. ft. and remerchandising its former space with a traffic-generating, market-leading ShopRite of approximately 68,000 sq. ft. The project was completed in early 2013, with a total cost of approximately $13 million and a targeted NOI yield of 16%. Following the anchor repositioning, including the addition of a grocer tenant, the improved merchandise mix drove additional leasing at the center, including a new Blink Fitness (Equinox) of more than 15,400 sq. ft. and a new Hallmark lease of approximately 4,000 sq. ft. involving the combination of two adjacent spaces, one of which had been vacant since 2007. Renewals have also been positively impacted and we are achieving immediate upside in rents in addition to longer lease terms. As a result, occupancy at the center has improved to 95% at June 30, 2013 from 71% at June 30, 2011 and ABR/SF more than doubled to $15.39 during the same period. There is opportunity to unlock further value by renewing or repositioning the existing 18,000 sq. ft. Rite Aid at the center, which expires on January 31, 2016, and has an ABR/SF significantly below the center’s average.


BEFORE				AFTER

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Liberty Plaza: Liberty Plaza is a 220,378 sq. ft. shopping center located in suburban Baltimore, Maryland and has a five-mile population of approximately 200,000 residents. Prior to redevelopment, the shopping center was only 17% occupied, with its few tenants situated in a single corridor, allowing for flexibility in remerchandising. The shopping center, originally built in 1962, was also out-of-date and in need of overall upgrades to enhance its physical appearance. In mid-2011, we commenced redevelopment of the shopping center, adding an approximately 161,000 sq. ft. Wal-Mart Supercenter, which today is a focal point of the community’s retail corridor. This project was completed in October 2012 at a cost of approximately $17 million and resulted in a targeted NOI yield of 14%. The opening of the Wal-Mart Supercenter fueled small shop leasing, including seven leases aggregating over 25,000 sq. ft. Occupancy at the center has improved to 99% at June 30, 2013 and ABR/SF has increased 61% since March 2010 through June 2013.


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The following chart lists our top 20 tenants by ABR as of June 30, 2013, illustrating the diversity of our tenant base.


	TOP 20 TENANTS BY ABR (Owned Only)
Retailer	Retailer Type	Stores		GLA (K)		% of GLA			ABR ($M)		% of ABR
⁽¹⁾	Grocery		66		4,263		4.9	%	$	29.0		3.3	%
⁽²⁾	Discount—apparel		95		3,033		3.5	%		28.7		3.3	%
	Grocery		39		1,794		2.1	%		16.5		1.9	%
⁽³⁾	Discount / grocery		27		3,458		4.0	%		16.5		1.9	%
⁽⁴⁾	Discount—dollar store		127		1,449		1.7	%		14.4		1.6	%
⁽⁵⁾	Grocery		19		1,147		1.3	%		12.1		1.4	%
⁽⁶⁾	Discount		29		2,586		3.0	%		11.8		1.3	%
⁽⁷⁾	Grocery		18		943		1.1	%		9.8		1.1	%
	Discount—apparel		30		856		1.0	%		9.4		1.1	%
⁽⁸⁾	Electronics		18		714		0.8	%		9.3		1.1	%
TOP 10			468		20,243		23.3	%	$	157.5		17.9	%
⁽⁹⁾	Discount		30		730		0.8	%		9.1		1.0	%
	Specialty		29		655		0.8	%		9.1		1.0	%
	Discount		45		1,440		1.7	%		8.3		0.9	%
	Office supply		32		722		0.8	%		8.2		0.9	%
	Discount—apparel		14		1,131		1.3	%		7.3		0.8	%
	Discount		13		1,023		1.2	%		7.2		0.8	%
	Specialty		30		426		0.5	%		6.5		0.7	%
⁽¹⁰⁾	Sporting goods		12		492		0.6	%		6.4		0.7	%
⁽¹¹⁾	Grocery		18		834		1.0	%		6.3		0.7	%
⁽¹²⁾	Discount—apparel		61		359		0.4	%		6.1		0.7	%
TOP 20			752		28,055		32.3	%	$	232.1		26.4	%

(1)	Includes Dillons, Food 4 Less, King Soopers, Kroger, Pay Less, Ralphs and Smith’s.

(2)	Includes HomeGoods, Marshalls and T.J. Maxx.

(3)	Includes Discount Stores, Sam’s Club, Supercenters and Walmart Neighborhood Market.

(4)	Includes Deal$, Dollar Stop and Dollar Tree.

(5)	Includes Giant Food, Martin’s, Stop & Shop and Super Stop & Shop.

(6)	Includes Kmart, Sears and Sears Outlet.

(7)	Includes Dominick’s, Randalls, Tom Thumb and Vons.

(8)	Includes Best Buy and Pacific Sales.

(9)	Includes Bed Bath & Beyond, buybuy BABY, Christmas Tree Shops, Harmon Face Values and World Market.

(10)	Includes Dick’s and Golf Galaxy.

(11)	Includes BI-LO, Harvey’s, Sweetbay and Winn-Dixie.

(12)	Includes Catherine’s Plus Sizes, dressbarn, Justice, Lane Bryant and maurices.

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The following chart demonstrates the split by percentage of GLA among national, regional and local retailers as of June 30, 2013. National and regional tenants represent 86% of GLA, illustrating the strength of our relationship with national and regional brands.

LOGO

The following chart demonstrates the diversity of our tenants as of June 30, 2013, who represent over 10 major categories of merchandise sold or service provided. Tenants are assigned to categories in accordance with the guidelines of the North American Industry Classification System.

LOGO

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Flexible Capital Structure Positioned for Growth. Our initial capital structure provides us with financial flexibility and capacity to fund our current growth capital needs, as well as future opportunities. We believe the recent completion of our $2.75 billion Unsecured Credit Facility with a lending group comprised of top-tier financial institutions demonstrates our ability to access cost effective debt capital, provides us the opportunity to repay significant amounts of currently higher cost secured debt and gives us additional flexibility to further improve our financial position. We believe that the Unsecured Credit Facility is the largest ever debut credit facility in the REIT industry. We anticipate that we will have $999.4 million of undrawn capacity under the Unsecured Credit Facility upon completion of this offering after giving effect to the use of proceeds therefrom.

Properties

Our IPO Portfolio consists of 522 shopping centers. Sixty three percent of the ABR in our IPO Portfolio as of June 30, 2013 derived from shopping centers located in the top 50 U.S. MSAs by population. Our top markets by ABR include the MSAs of New York, Philadelphia and Houston.

With an average shopping center size of approximately 166,170 sq. ft. as of June 30, 2013, our IPO Portfolio is comprised predominantly of community shopping centers (63% of our shopping centers), with the balance comprised of neighborhood shopping centers. Our shopping centers have an appropriate mix of anchor and small shop GLA, with approximately one-third of the portfolio GLA comprised of small shop space. Our shopping centers are anchored by a mix of leading grocers, national and regional discount and general merchandise retailers and category-dominant anchors. We believe that the necessity- and value-oriented merchandise mix of the retail tenants in our centers reduces our exposure to macro-economic cycles and consumer purchases via the internet, generating more predictable property-level cash flows. Such retailers provide goods and services that consumers purchase regularly such as food, health care items and household supplies. Such retailers also sell items such as clothing at lower prices than other traditional retailers.

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Overall, we have a broad and highly diversified retail tenant base that includes approximately 5,400 tenants, with no one tenant having represented more than 3.3% of the total ABR generated from our shopping centers as of June 30, 2013. Our three largest tenants are Kroger, TJX Companies and Publix, representing 3.3%, 3.3% and 1.9% of total IPO Portfolio ABR as of June 30, 2013, respectively. The following table sets forth certain information as of June 30, 2013, regarding the shopping centers in our IPO Portfolio on a state-by-state basis:


State	Number of Shopping Centers		GLA (sq. ft.)		Occupancy			Percent of ABR
Texas		68		9,608,755		92.9	%		11.4	%
Florida		58		9,056,744		88.5	%		10.9	%
California		29		5,719,140		96.4	%		9.6	%
Pennsylvania		37		6,052,679		94.4	%		7.2	%
New York		33		4,344,611		94.3	%		6.7	%
Illinois		24		4,777,425		91.6	%		5.6	%
Georgia		37		5,263,973		85.8	%		4.7	%
Ohio		24		4,515,300		89.0	%		4.5	%
North Carolina		22		4,422,854		90.4	%		4.4	%
New Jersey		17		2,970,476		92.1	%		4.3	%
Michigan		19		3,733,555		91.8	%		3.6	%
Connecticut		15		2,279,356		94.3	%		3.3	%
Tennessee		16		3,245,125		92.4	%		3.1	%
Kentucky		12		2,520,021		95.0	%		2.2	%
Massachusetts		10		1,728,610		91.7	%		2.1	%
Colorado		6		1,478,559		90.4	%		1.9	%
Minnesota		10		1,485,108		92.2	%		1.7	%
Indiana		12		1,970,181		87.5	%		1.6	%
Virginia		11		1,447,318		94.7	%		1.6	%
South Carolina		8		1,394,993		86.1	%		1.4	%
Maryland		5		772,793		96.4	%		1.0	%
Nevada		3		609,661		93.6	%		0.9	%
New Hampshire		5		769,713		94.9	%		0.8	%
Alabama		4		989,734		92.7	%		0.8	%
Wisconsin		5		765,084		90.9	%		0.8	%
Missouri		6		874,795		94.3	%		0.7	%
Iowa		5		783,917		86.8	%		0.5	%
Louisiana		4		612,368		95.8	%		0.4	%
Kansas		2		374,292		90.2	%		0.3	%
Mississippi		3		406,316		68.4	%		0.3	%
Maine		2		391,746		91.2	%		0.3	%
Arizona		2		288,110		80.6	%		0.2	%
Delaware		1		191,855		100.0	%		0.2	%
Vermont		1		224,514		98.0	%		0.2	%
West Virginia		2		251,500		92.3	%		0.2	%
Oklahoma		1		186,851		100.0	%		0.2	%
Rhode Island		1		148,126		97.4	%		0.2	%
New Mexico		2		83,800		100.0	%		0.1	%

Total:		522		86,739,958		91.6	%		100.0	%

129

The following table sets forth certain information by unit size as of June 30, 2013.


Unit Size	ABR/SF		GLA (sq. ft.)		% of GLA		Vacant Units		Vacant GLA (sq. ft.)		% of Vacant GLA		Occupancy
³ 35,000 sq. ft.	$	8.53		36,191,625		42%		16		712,674		10%		98.0%
20,000 sq. ft. – 34,999 sq. ft.		9.29		14,917,554		17%		28		719,527		10%		95.2%
10,000 sq. ft. – 19,999 sq. ft.		12.21		9,478,297		11%		56		746,626		10%		92.1%
5,000 sq. ft. – 9,999 sq. ft.		14.91		9,502,464		11%		240		1,650,826		23%		82.6%
< 5,000 sq. ft.		20.62		16,650,018		19%		1,732		3,434,081		47%		79.4%

Total	$	11.83		86,739,958		100%		2,072		7,263,734		100%		91.6%


³ 10,000 sq. ft.	$	9.31		60,587,476		70%		100		2,178,827		30%		96.4%
< 10,000 sq. ft.		18.52		26,152,482		30%		1,972		5,084,907		70%		80.6%

The following table sets forth, as of June 30, 2013, a schedule of lease expirations for leases in place within our IPO Portfolio for each of the next ten years and thereafter, assuming no exercise of renewal options or base rent escalations over the lease term and including ground leases:


	Number of Leases Expiring		Leased GLA		ABR		% of ABR
2013		1,083		4,124,099	$	49,617,754		5.6	%
2014		1,596		9,800,843		108,022,215		12.3	%
2015		1,586		11,780,387		126,235,036		14.4	%
2016		1,400		11,407,922		125,729,601		14.3	%
2017		1,243		9,800,574		115,811,231		13.2	%
2018		979		8,391,307		98,584,684		11.2	%
2019		281		3,909,738		41,672,153		4.7	%
2020		222		3,110,955		35,415,764		4.0	%
2021		204		2,970,684		33,174,217		3.8	%
2022		218		3,375,141		35,689,806		4.1	%
Thereafter		462		10,804,574		108,257,809		12.3	%

Total:		9,274		79,476,224	$	878,210,270		100.0	%

130

A complete listing of the shopping centers in our IPO Portfolio as of June 30, 2013 is as follows:

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

ALABAMA

Winchester Plaza *

Huntsville

Huntsville, AL

75,700

93.3

Publix

Springdale

Mobile

Mobile, AL

611,972

90.2

Belk, Best Buy, Big Lots, Burlington Coat Factory, Marshalls

Sam’s Club

Payton Park

Sylacauga

Talladega-Sylacauga, AL

231,820

99.0

Walmart Supercenter

Shops of Tuscaloosa *

Tuscaloosa

Tuscaloosa, AL

70,242

92.6

Publix

ARIZONA

Glendale Galleria

Glendale

Phoenix-Mesa-Glendale, AZ

119,525

67.9

—

Northmall Centre

Tucson

Tucson, AZ

168,585

89.6

CareMore, JC Penney Home Store, Pacific Sales, Stein Mart

Sam’s Club

CALIFORNIA

Applegate Ranch Shopping Center *

Atwater

Merced, CA

144,444

84.0

Marshalls

SuperTarget, Walmart

Bakersfield Plaza

Bakersfield

Bakersfield-Delano, CA

236,873

99.9

Burlington Coat Factory, CVS, Lassens Natural Foods & Vitamins

Carmen Plaza

Camarillo

Oxnard-Thousand Oaks-Ventura, CA

129,173

100.0

24 Hour Fitness, CVS, Michaels

Trader Joe’s

Plaza Rio Vista *

Cathedral

Riverside-San Bernardino-Ontario, CA

67,622

85.3

Stater Bros.

Clovis Commons *

Clovis

Fresno, CA

174,990

95.3

Best Buy, Office Depot, PetSmart, T.J.Maxx

Target

Cudahy Plaza

Cudahy

Los Angeles-Long Beach-Santa Ana, CA

147,804

100.0

Big Lots, Kmart

University Mall

Davis

Sacramento—Arden-Arcade—Roseville, CA

106,023

91.7

Forever 21, Trader Joe’s, World Market

Felicita Plaza

Escondido

San Diego-Carlsbad-San Marcos, CA

98,714

97.6

Chuze Fitness, Vons (Safeway)

Arbor - Broadway Faire

Fresno

Fresno, CA

252,634

97.0

PetSmart, Smart & Final, The Home Depot, United Artists Theatres

Lompoc Shopping Center

Lompoc

Santa Barbara-Santa Maria-Goleta, CA

179,495

96.4

Marshalls, Michaels, Staples, Vons (Safeway)

Briggsmore Plaza

Modesto

Modesto, CA

99,315

100.0

Dunhill Furniture, Grocery Outlet

Montebello Plaza

Montebello

Los Angeles-Long Beach-Santa Ana, CA

283,631

96.3

99¢ Only, Albertsons, Best Buy, CVS, Ross Dress for Less

California Oaks Center

Murrieta

Riverside-San Bernardino-Ontario, CA

130,922

87.2

Ralphs (Kroger)

Esplanade Shopping Center

Oxnard

Oxnard-Thousand Oaks-Ventura, CA

356,864

99.7

Bed Bath & Beyond, Dick’s Sporting Goods, LA Fitness, Nordstrom Rack, T.J.Maxx, Walmart Neighborhood Market

The Home Depot

Pacoima Center

Pacoima

Los Angeles-Long Beach-Santa Ana, CA

202,773

100.0

Food 4 Less, Ross Dress for Less, Target

Paradise Plaza

Paradise

Chico, CA

198,323

93.8

Kmart, Rite Aid, Save Mart

131

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

Metro 580

Pleasanton

San Francisco-Oakland-Fremont, CA

176,510

87.2

Kohl’s, Sport Chalet

Walmart

Rose Pavilion

Pleasanton

San Francisco-Oakland-Fremont, CA

293,359

95.5

99 Ranch Market, Fresh & Easy, Golfsmith, Macy’s Home Store

Puente Hills Town Center

Rowland
Heights

Los Angeles-Long Beach-Santa Ana, CA

259,162

96.7

Marshalls

San Bernardino Center

San
Bernardino

Riverside-San Bernardino-Ontario, CA

143,082

100.0

Big Lots, Target

Ocean View Plaza

San
Clemente

Los Angeles-Long Beach-Santa Ana, CA

169,963

98.9

CVS, Fitness Elite for Women, Ralphs (Kroger), Trader Joe’s

Mira Mesa Mall

San Diego

San Diego-Carlsbad-San Marcos, CA

407,100

98.2

Bed Bath & Beyond, Kohl’s, Marshalls, Mira Mesa Lanes, Vons (Safeway)

San Dimas Plaza

San Dimas

Los Angeles-Long Beach-Santa Ana, CA

119,157

90.1

T.J.Maxx

Ralphs, Rite Aid

Bristol Plaza

Santa Ana

Los Angeles-Long Beach-Santa Ana, CA

111,403

100.0

Big Lots, Petco, Rite Aid, Trader Joe’s

Gateway Plaza

Santa Fe
Springs

Los Angeles-Long Beach-Santa Ana, CA

289,268

100.0

El Super, LA Fitness, Walmart

Target

Santa Paula Shopping Center

Santa Paula

Oxnard-Thousand Oaks-Ventura, CA

191,475

98.7

Big Lots, Heritage Hardware, Vons (Safeway)

Vail Ranch Center

Temecula

Riverside-San Bernardino-Ontario, CA

201,904

91.1

Stater Bros., Stein Mart

Country Hills Shopping Center

Torrance

Los Angeles-Long Beach-Santa Ana, CA

56,750

100.0

Ralphs (Kroger)

Gateway Plaza - Vallejo

Vallejo

Vallejo-Fairfield, CA

490,407

97.4

Bed Bath & Beyond, Century Theatres, Marshalls, Ross Dress for Less, Toys“R”Us

Costco, Target

COLORADO

Arvada Plaza

Arvada

Denver-Aurora-Broomfield, CO

95,236

100.0

Arc, King Soopers (Kroger)

Arapahoe Crossings

Aurora

Denver-Aurora-Broomfield, CO

466,363

95.0

2nd & Charles, AMC Theatres, Big Lots, Gordmans, King Soopers (Kroger), Kohl’s, Marshalls

Aurora Plaza

Aurora

Denver-Aurora-Broomfield, CO

178,491

100.0

Cinema Latino, King Soopers (Kroger)

Villa Monaco

Denver

Denver-Aurora-Broomfield, CO

122,139

80.0

Walmart Neighborhood Market

Superior Marketplace

Superior

Boulder, CO

278,790

90.8

Ross Dress for Less, Sports Authority, T.J.Maxx, Whole Foods Market

Costco, SuperTarget

Westminster City Center

Westminster

Denver-Aurora-Broomfield, CO

337,540

79.9

Babies“R”Us, Barnes & Noble, Gordmans, Ross Dress for Less

132

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

CONNECTICUT

Freshwater - Stateline Plaza

Enfield

Hartford-West Hartford-East Hartford, CT

295,647

99.5

Costco, Dick’s Sporting Goods, P.C. Richard & Son

The Home Depot

The Shoppes at Fox Run

Glastonbury

Hartford-West Hartford-East Hartford, CT

108,627

95.3

Petco, Whole Foods Market

Groton Square

Groton

Norwich-New London, CT

196,802

97.9

Kohl’s, Super Stop & Shop

Parkway Plaza

Hamden

New Haven-Milford, CT

72,353

95.7

PriceRite (ShopRite)

Killingly Plaza

Killingly

Willimantic, CT

75,304

93.7

Kohl’s

The Manchester Collection

Manchester

Hartford-West Hartford-East Hartford, CT

341,713

89.7

Babies“R”Us, Bed Bath & Beyond, Savers, Sports Authority

Sam’s Club, Walmart

Chamberlain Plaza

Meriden

New Haven-Milford, CT

55,264

89.0

Dollar Tree, Savers

Milford Center

Milford

New Haven-Milford, CT

25,056

100.0

Xpect Discounts

Turnpike Plaza

Newington

Hartford-West Hartford-East Hartford, CT

150,741

100.0

Dick’s Sporting Goods, Price Chopper

North Haven Crossing

North
Haven

New Haven-Milford, CT

104,017

97.9

Barnes & Noble, Dollar Tree, DSW, PetSmart, Staples

Christmas Tree Plaza

Orange

New Haven-Milford, CT

132,791

85.6

A.C. Moore, Christmas Tree Shops

Stratford Square

Stratford

Bridgeport-Stamford-Norwalk, CT

161,539

88.0

Marshalls, Regal Cinemas

Torrington Plaza

Torrington

Torrington, CT

125,496

96.2

Jo-Ann Fabric & Craft Stores, Staples, T.J.Maxx

Waterbury Plaza

Waterbury

New Haven-Milford, CT

197,206

87.5

Pretty Woman, Super Stop & Shop

Target

Waterford Commons

Waterford

Norwich-New London, CT

236,800

100.0

Babies“R”Us, Dick’s Sporting Goods

Best Buy

DELAWARE

North Dover Shopping Center

Dover

Dover, DE

191,855

100.0

Acme, Party City, Staples, T.J.Maxx, Toys“R”Us

FLORIDA

Apopka Commons

Apopka

Orlando-Kissimmee-Sanford, FL

42,507

100.0

Staples

The Home Depot

Brooksville Square

Brooksville

Tampa-St. Petersburg-Clearwater, FL

152,661

62.8

Publix

Coastal Way - Coastal Landing

Brooksville

Tampa-St. Petersburg-Clearwater, FL

368,098

97.4

Bed Bath & Beyond, Belk, Marshalls, Sears

Midpoint Center *

Cape Coral

Cape Coral-Fort Myers, FL

75,386

98.1

Publix

Target

Clearwater Mall

Clearwater

Tampa-St. Petersburg-Clearwater, FL

300,929

98.1

hhgregg, Ross Dress for Less

Costco, Lowe’s, SuperTarget

Coconut Creek

Coconut
Creek

Miami-Fort Lauderdale-Pompano Beach, FL

265,671

72.5

Big Lots, Publix, Zero Gravity

133


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Century Plaza Shopping Center	Deerfield Beach	Miami-Fort Lauderdale-Pompano Beach, FL		90,523		67.5	%	Broward County Library
Northgate S.C.	DeLand	Deltona-Daytona Beach-Ormond Beach, FL		186,396		97.6	%	Publix
Eustis Village *	Eustis	Orlando-Kissimmee-Sanford, FL		156,927		94.0	%	Beall’s, Publix
First Street Village *	Fort Meyers	Cape Coral-Fort Myers, FL		54,926		90.9	%	Publix
Sun Plaza	Ft. Walton Beach	Crestview-Fort Walton Beach-Destin, FL		158,118		95.6	%	Beall’s, Office Depot, Publix, T.J.Maxx
Normandy Square	Jacksonville	Jacksonville, FL		87,240		100.0	%	CVS, Family Dollar, Winn-Dixie
Regency Park	Jacksonville	Jacksonville, FL		334,065		68.3	%	American Signature Furniture, Hobby Lobby
The Shoppes at Southside	Jacksonville	Jacksonville, FL		109,113		100.0	%	Best Buy, David’s Bridal, Sports Authority
Ventura Downs	Kissimmee	Orlando-Kissimmee-Sanford, FL		98,191		91.9	%	Publix Sabor
Marketplace at Wycliffe	Lake Worth	Miami-Fort Lauderdale-Pompano Beach, FL		133,520		89.7	%	Walgreens
Venetian Isle Shopping Ctr	Lighthouse Point	Miami-Fort Lauderdale-Pompano Beach, FL		189,164		92.9	%	Petco, Publix, Staples, Tuesday Morning, T.J.Maxx
Marco Town Center *	Marco Island	Naples-Marco Island, FL		109,830		94.1	%	Publix
Mall at 163rd Street	Miami	Miami-Fort Lauderdale-Pompano Beach, FL		370,132		64.4	%	Marshalls, Ross Dress for Less	Walmart Supercenter
Miami Gardens	Miami	Miami-Fort Lauderdale-Pompano Beach, FL		244,719		100.0	%	Ross Dress for Less, Winn-Dixie
Freedom Square	Naples	Naples-Marco Island, FL		211,839		97.6	%	Publix
Naples Plaza	Naples	Naples-Marco Island, FL		200,820		100.0	%	Marshalls, Office Depot, PGA TOUR Superstore, Publix
Park Shore Shopping Center	Naples	Naples-Marco Island, FL		232,820		98.0	%	Big Lots, HomeGoods, Kmart, The Fresh Market
Chelsea Place *	New Port Richey	Tampa-St. Petersburg-Clearwater, FL		81,144		84.4	%	Publix
Southgate	New Port Richey	Tampa-St. Petersburg-Clearwater, FL		238,838		89.1	%	Big Lots, Old Time Pottery, Publix
Presidential Plaza	North Lauderdale	Miami-Fort Lauderdale-Pompano Beach, FL		88,306		85.4	%	Family Dollar, Sedano’s
Fashion Square	Orange Park	Jacksonville, FL		36,029		50.4	%	Miller’s Orange Park Ale House, Ruby Tuesday, Samurai Japanese Steakhouse
Colonial Marketplace	Orlando	Orlando-Kissimmee-Sanford, FL		141,069		98.3	%	LA Fitness, OfficeMax	Target
Conway Crossing *	Orlando	Orlando-Kissimmee-Sanford, FL		76,321		91.7	%	Publix
Hunters Creek *	Orlando	Orlando-Kissimmee-Sanford, FL		73,204		100.0	%	Lifestyle Family Fitness, Office Depot

134


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Pointe Orlando	Orlando	Orlando-Kissimmee-Sanford, FL		406,190		85.5	%	Regal Cinemas
Martin Downs Town Center *	Palm City	Port St. Lucie, FL		64,546		100.0	%	Publix
Martin Downs Village Center *	Palm City	Port St. Lucie, FL		161,604		80.7	%	Coastal Care, Goodwill, Walgreens
23rd Street Station	Panama City	Panama City-Lynn Haven-Panama City Beach, FL		98,827		89.8	%	Publix
Panama City Square	Panama City	Panama City-Lynn Haven-Panama City Beach, FL		298,685		98.6	%	Big Lots, Michaels, Sports Authority, T.J.Maxx, Walmart Supercenter
Pensacola Square	Pensacola	Pensacola-Ferry Pass-Brent, FL		142,767		71.6	%	Beall’s	Hobby Lobby
Shopper’s Haven Shopping Ctr	Pompano Beach	Miami-Fort Lauderdale-Pompano Beach, FL		206,791		94.5	%	A.C. Moore, Bed Bath & Beyond, Winn-Dixie
East Port Plaza *	Port St. Lucie	Port St. Lucie, FL		162,831		82.4	%	Medvance, Publix
Shoppes of Victoria Square	Port St. Lucie	Port St. Lucie, FL		95,243		84.0	%	Winn-Dixie
Lake St. Charles *	Riverview	Tampa-St. Petersburg-Clearwater, FL		57,015		97.2	%	Sweetbay
Cobblestone Village I and II	Royal Palm Beach	Miami-Fort Lauderdale-Pompano Beach, FL		39,404		39.2	%	—	SuperTarget
Beneva Village Shops *	Sarasota	North Port-Bradenton-Sarasota, FL		141,532		87.5	%	Harbor Freight Tools, Publix
Sarasota Village	Sarasota	North Port-Bradenton-Sarasota, FL		173,184		99.2	%	Big Lots, Crunch Fitness, HomeGoods, Publix
Atlantic Plaza	Satellite Beach	Palm Bay-Melbourne-Titusville, FL		128,405		73.8	%	Publix
Seminole Plaza	Seminole	Tampa-St. Petersburg-Clearwater, FL		146,579		95.9	%	Burlington Coat Factory, T.J.Maxx
Cobblestone Village	St. Augustine	Jacksonville, FL		261,081		97.4	%	Beall’s, Bed Bath & Beyond, Publix, Ross Dress for Less
Dolphin Village *	St. Pete Beach	Tampa-St. Petersburg-Clearwater, FL		136,224		81.7	%	Publix
Bay Point Plaza *	St. Petersburg	Tampa-St. Petersburg-Clearwater, FL		103,986		92.0	%	Beall’s, Publix
Rutland Plaza	St. Petersburg	Tampa-St. Petersburg-Clearwater, FL		149,562		99.2	%	Big Lots, Winn-Dixie
Skyway Plaza	St. Petersburg	Tampa-St. Petersburg-Clearwater, FL		110,799		94.1	%	Dollar Tree
Tyrone Gardens	St. Petersburg	Tampa-St. Petersburg-Clearwater, FL		209,337		84.3	%	Big Lots, Winn-Dixie
Downtown Publix	Stuart	Port St. Lucie, FL		153,246		68.0	%	Publix
Sunrise Town Center *	Sunrise	Miami-Fort Lauderdale-Pompano Beach, FL		128,124		84.1	%	L.A. Fitness, Office Depot, Patel Brothers	Walmart
Carrollwood Center *	Tampa	Tampa-St. Petersburg-Clearwater, FL		93,673		85.9	%	Publix
Ross Plaza *	Tampa	Tampa-St. Petersburg-Clearwater, FL		90,625		94.7	%	Deal$, Ross Dress for Less
Tarpon Mall	Tarpon Springs	Tampa-St. Petersburg-Clearwater, FL		145,832		100.0	%	Petco, Publix, T.J.Maxx
Venice Plaza *	Venice	North Port-Bradenton-Sarasota, FL		132,345		96.3	%	Sweetbay, T.J.Maxx

135


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Venice Shopping Center *	Venice	North Port-Bradenton-Sarasota, FL		109,801		83.9	%	Beall’s, Publix
GEORGIA
Governors Town Square *	Acworth	Atlanta-Sandy Springs-Marietta, GA		68,658		98.0	%	Publix
Albany Plaza	Albany	Albany, GA		114,169		72.0	%	Big Lots, Harveys, OK Beauty & Fashions Outlet
Mansell Crossing	Alpharetta	Atlanta-Sandy Springs-Marietta, GA		332,364		96.0	%	AMC Theatres, Barnes & Noble, Macy’s Furniture Gallery, Sports Authority, T.J.Maxx
Perlis Plaza	Americus	Americus, GA		165,315		79.9	%	Belk, Roses
Northeast Plaza	Atlanta	Atlanta-Sandy Springs-Marietta, GA		442,200		87.2	%	Atlanta Ballroom Dance Club, G-Mart International Foods, Goodwill
Augusta West Plaza	Augusta	Augusta-Richmond County, GA-SC		207,823		71.8	%	Burlington Coat Factory, Dollar Tree
Sweetwater Village	Austell	Atlanta-Sandy Springs-Marietta, GA		66,197		94.3	%	Family Dollar, Food Depot
Vineyards at Chateau Elan *	Braselton	—		79,047		82.4	%	Publix
Cedar Plaza	Cedartown	Cedartown, GA		83,300		100.0	%	Gold’s Gym, Kroger
Conyers Plaza	Conyers	Atlanta-Sandy Springs-Marietta, GA		171,374		91.4	%	Jo-Ann Fabric & Craft Stores, PetSmart, Value Village	The Home Depot, Walmart Supercenter
Cordele Square	Cordele	Cordele, GA		127,953		82.6	%	Belk, Harveys
Covington Gallery	Covington	Atlanta-Sandy Springs-Marietta, GA		174,857		93.6	%	Ingles, Kmart
Salem Road Station *	Covington	Atlanta-Sandy Springs-Marietta, GA		67,270		83.2	%	Publix
Keith Bridge Commons *	Cumming	Atlanta-Sandy Springs-Marietta, GA		94,886		87.7	%	Kroger
Northside	Dalton	Dalton, GA		73,931		89.0	%	BI-LO, Family Dollar
Cosby Station	Douglasville	Atlanta-Sandy Springs-Marietta, GA		77,811		91.4	%	Publix
Park Plaza	Douglasville	Atlanta-Sandy Springs-Marietta, GA		46,494		56.6	%	—	Kroger
Dublin Village *	Dublin	Dublin, GA		98,540		87.3	%	Kroger
Westgate	Dublin	Dublin, GA		118,938		86.4	%	Beall’s, Big Lots, Harveys	The Home Depot
Venture Pointe	Duluth	Atlanta-Sandy Springs-Marietta, GA		155,172		76.3	%	American Signature Furniture, Studio Movie Grill
Banks Station	Fayetteville	Atlanta-Sandy Springs-Marietta, GA		176,451		87.9	%	Cinemark, Food Depot, Staples
Barrett Place	Kennesaw	Atlanta-Sandy Springs-Marietta, GA		218,818		100.0	%	Best Buy, Michaels, OfficeMax, PetSmart, Sports Authority, The Furniture Mall
Shops of Huntcrest *	Lawrenceville	Atlanta-Sandy Springs-Marietta, GA		97,040		95.9	%	Publix
Mableton Walk	Mableton	Atlanta-Sandy Springs-Marietta, GA		105,884		78.7	%	Publix
The Village at Mableton	Mableton	Atlanta-Sandy Springs-Marietta, GA		239,013		62.8	%	Kmart

136


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
North Park	Macon	Macon, GA		216,795		93.5	%	Kmart, Kroger
Marshalls at Eastlake	Marietta	Atlanta-Sandy Springs-Marietta, GA		54,976		97.1	%	Marshalls
New Chastain Corners	Marietta	Atlanta-Sandy Springs-Marietta, GA		113,079		82.3	%	Kroger
Pavilions at Eastlake	Marietta	Atlanta-Sandy Springs-Marietta, GA		157,888		79.3	%	Kroger
Perry Marketplace	Perry	Warner Robins, GA		179,973		77.0	%	Ace Hardware, Beall’s Outlet, Kroger
Creekwood Village	Rex	Atlanta-Sandy Springs-Marietta, GA		69,778		92.1	%	Food Depot
Shops of Riverdale	Riverdale	Atlanta-Sandy Springs-Marietta, GA		16,808		100.0	%	—	Walmart Supercenter
Holcomb Bridge Crossing	Roswell	Atlanta-Sandy Springs-Marietta, GA		105,420		91.7	%	PGA TOUR Superstore
Victory Square	Savannah	Savannah, GA		122,739		98.5	%	Citi Trends, Dollar Tree, Frank Theatres, Staples	Target, The Home Depot
Stockbridge Village	Stockbridge	Atlanta-Sandy Springs-Marietta, GA		188,103		81.0	%	Kroger
Stone Mountain Festival	Stone Mountain	Atlanta-Sandy Springs-Marietta, GA		347,091		89.2	%	Hobby Lobby, Walmart Supercenter
Wilmington Island *	Wilmington Island	Savannah, GA		87,818		66.8	%	Kroger
ILLINOIS
Annex of Arlington	Arlington Heights	Chicago-Joliet-Naperville, IL-IN-WI		193,175		93.0	%	Barnes & Noble, Binny’s Beverage Depot, hhgregg, Petco, Trader Joe’s
Ridge Plaza	Arlington Heights	Chicago-Joliet-Naperville, IL-IN-WI		151,643		82.6	%	Savers, XSport Fitness	Kohl’s
Bartonville Square	Bartonville	Peoria, IL		61,678		97.8	%	Kroger
Festival Center	Bradley	Kankakee-Bradley, IL		63,796		76.7	%	Big Lots, Dollar General
Southfield Plaza	Bridgeview	Chicago-Joliet-Naperville, IL-IN-WI		198,331		95.9	%	Hobby Lobby, Shop ‘n Save
Commons of Chicago Ridge	Chicago Ridge	Chicago-Joliet-Naperville, IL-IN-WI		324,490		96.9	%	Marshalls, Office Depot, The Home Depot, XSport Fitness
Rivercrest Shopping Center	Crestwood	Chicago-Joliet-Naperville, IL-IN-WI		488,680		93.0	%	Best Buy, PetSmart, Ross Dress for Less, T.J.Maxx, Ultra Foods
The Commons of Crystal Lake	Crystal Lake	Chicago-Joliet-Naperville, IL-IN-WI		273,060		87.6	%	Jewel-Osco, Marshalls, Toys“R”Us	Hobby Lobby
Elk Grove Town Center	Elk Grove Village	Chicago-Joliet-Naperville, IL-IN-WI		131,849		99.2	%	Dominick’s (Safeway), Walgreens
Crossroads Centre	Fairview Heights	St. Louis, MO-IL		242,198		85.9	%	Big Lots, Hobby Lobby, T.J.Maxx
Frankfort Crossing Shopping Center *	Frankfort	Chicago-Joliet-Naperville, IL-IN-WI		114,534		89.7	%	Ace Hardware, Jewel-Osco
Freeport Plaza	Freeport	Freeport, IL		87,846		100.0	%	Cub Foods, Stone’s Hallmark
Westview Center	Hanover Park	Chicago-Joliet-Naperville, IL-IN-WI		326,372		85.2	%	Big Lots, LA Fitness, Tony’s Finer Foods	Value City
The Quentin Collection	Kildeer	Chicago-Joliet-Naperville, IL-IN-WI		161,285		94.2	%	Best Buy, DSW, PetSmart, Stein Mart, The Fresh Market
Butterfield Square	Libertyville	Chicago-Joliet-Naperville, IL-IN-WI		106,755		92.7	%	Sunset Foods

137

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

High Point Centre

Lombard

Chicago-Joliet-Naperville, IL-IN-WI

239,892

90.5

Babies“R”Us, Office Depot, Ultra Foods

Long Meadow Commons

Mundelein

Chicago-Joliet-Naperville, IL-IN-WI

118,470

87.1

Dominick’s (Safeway)

Westridge Court

Naperville

Chicago-Joliet-Naperville, IL-IN-WI

673,082

94.2

Big Lots, buybuy BABY, Carson Pirie Scott Furniture Gallery, Cribs 2 College, Gordmans, hhgregg, Hollywood Palms Cinema, Marshalls, Savers

Sterling Bazaar

Peoria

Peoria, IL

84,438

96.6

Kroger

Rollins Crossing

Round Lake
Beach

Chicago-Joliet-Naperville, IL-IN-WI

192,911

86.3

LA Fitness, Regal Cinemas

Kmart Super Center

Twin Oaks Shopping Center

Silvis

Davenport-Moline-Rock Island, IA-IL

114,342

96.4

Eye Surgeons Associates, Hy-Vee

Parkway Pointe

Springfield

Springfield, IL

38,737

99.6

dressbarn, Family Christian Stores, Shoe Carnival

Target, Walmart

Sangamon Center North

Springfield

Springfield, IL

139,907

91.0

Schnucks, U.S. Post Office

Tinley Park Plaza

Tinley Park

Chicago-Joliet-Naperville, IL-IN-WI

249,954

91.5

T.J.Maxx, Walt’s Fine Foods

INDIANA

Meridian Village Plaza

Carmel

Indianapolis-Carmel, IN

130,812

91.3

Godby Home Furnishings, Ollie’s Bargain Outlet

Columbus Center

Columbus

Columbus, IN

143,603

97.7

Big Lots, MC Sports, OfficeMax, T.J.Maxx

Target

Elkhart Plaza West

Elkhart

Elkhart-Goshen, IN

81,651

93.2

CVS, Martin’s Super Market

Apple Glen Crossing

Fort Wayne

Fort Wayne, IN

150,156

90.5

Best Buy, Dick’s Sporting Goods, PetSmart

Kohl’s, Walmart Supercenter

Elkhart Market Centre

Goshen

Elkhart-Goshen, IN

363,883

97.3

Sam’s Club, Walmart

Marwood Plaza

Indianapolis

Indianapolis-Carmel, IN

107,080

82.1

Kroger, Rainbow

Westlane Shopping Center

Indianapolis

Indianapolis-Carmel, IN

71,490

88.4

Family Dollar, Marsh Supermarket

Valley View Plaza

Marion

Marion, IN

29,974

96.0

Aaron’s

Walmart Supercenter

Bittersweet Plaza

Mishawaka

South Bend-Mishawaka, IN-MI

91,798

80.5

Martin’s Super Market

Lincoln Plaza

New Haven

Fort Wayne, IN

103,938

62.2

Kroger

Speedway Super Center

Speedway

Indianapolis-Carmel, IN

577,360

82.9

Kohl’s, Kroger, Sears Outlet, T.J.Maxx

Sagamore Park Centre

West
Lafayette

Lafayette, IN

118,436

85.4

Pay Less (Kroger)

IOWA

Davenport Retail Center

Davenport

Davenport-Moline-Rock Island, IA-IL

62,588

100.0

Factory Card & Party Outlet, PetSmart, Staples

SuperTarget

Kimberly West Shopping Center

Davenport

Davenport-Moline-Rock Island, IA-IL

113,713

86.0

Hy-Vee

Haymarket Mall

Des Moines

Des Moines-West Des Moines, IA

241,572

96.8

Burlington Coat Factory, Hobby Lobby

138

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

Haymarket Square

Des Moines

Des Moines-West Des Moines, IA

269,705

71.6

Big Lots, Dahl’s Foods, Northern Tool + Equipment, Office Depot

Warren Plaza

Dubuque

Dubuque, IA

96,339

96.7

Hy-Vee

Target

KANSAS

Westchester Square

Lenexa

Kansas City, MO-KS

164,838

81.1

Hy-Vee

West Loop Shopping Center

Manhattan

Manhattan, KS

209,454

97.3

Bellus Academy, Dillons (Kroger), Jo-Ann Fabric & Craft Stores, Marshalls

KENTUCKY

Green River Plaza

Campbellsville

Campbellsville, KY

203,239

99.0

JC Penney, Jo-Ann Fabric & Craft Stores, Kroger, Tractor Supply Co.

Kmart Plaza

Elizabethtown

Elizabethtown, KY

130,466

100.0

Kmart, Staples

Florence Plaza - Florence Square

Florence

Cincinnati-Middletown, OH-KY-IN

624,090

97.4

Barnes & Noble, Hobby Lobby, Kroger, Old Navy, Ollie’s Bargain Outlet, Staples, T.J.Maxx

Highland Commons

Glasgow

Glasgow, KY

130,466

98.2

Food Lion, Kmart

Jeffersontown Commons

Jeffersontown

Louisville/Jefferson County, KY-IN

208,374

81.4

King Pin Lanes, Louisville Athletic Club

Mist Lake Plaza

Lexington

Lexington-Fayette, KY

217,292

89.6

Gabriel Brothers, Walmart

London Marketplace

London

London, KY

169,032

100.0

Burke’s Outlet, Kmart, Kroger

Eastgate Shopping Center

Louisville

Louisville/Jefferson County, KY-IN

174,947

96.5

Kroger

Plainview Village

Louisville

Louisville/Jefferson County, KY-IN

164,367

87.2

Kroger

Stony Brook I & II

Louisville

Louisville/Jefferson County, KY-IN

136,919

89.6

Kroger

Towne Square North

Owensboro

Owensboro, KY

163,161

98.1

Books-A-Million, Hobby Lobby, Office Depot

Lexington Road Plaza

Versailles

Lexington-Fayette, KY

197,668

100.0

Kmart, Kroger

LOUISIANA

Karam Shopping Center

Lafayette

Lafayette, LA

100,238

88.4

Conn’s, Super 1 Foods

Iberia Plaza

New Iberia

New Iberia, LA

131,731

94.1

Super 1 Foods

Lagniappe Village

New Iberia

New Iberia, LA

201,360

98.8

Big Lots, Citi Trends, Stage, T.J.Maxx

The Pines

Pineville

Alexandria, LA

179,039

97.8

Kmart, Super 1 Foods

MAINE

BJ’s Plaza

Portland

Portland-South Portland-Biddeford, ME

104,233

100.0

BJ’s Wholesale Club

Pine Tree Shopping Center

Portland

Portland-South Portland-Biddeford, ME

287,513

88.0

Big Lots, Lowe’s

139


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
MARYLAND
South Plaza Shopping Center *	California	Lexington Park, MD		92,335		100.0	%	Best Buy, Old Navy, Petco, Ross Dress for Less
Campus Village	College Park	Washington-Arlington-Alexandria, DC-VA-MD-WV		25,529		75.3	%	—
Fox Run	Prince Frederick	Washington-Arlington-Alexandria, DC-VA-MD-WV		292,849		96.8	%	Giant Food, Jo-Ann Fabric & Craft Stores, Kmart, Peebles
Liberty Plaza	Randallstown	Baltimore-Towson, MD		220,378		98.5	%	Marshalls, Walmart Supercenter
Rising Sun Towne Centre	Rising Sun	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		141,702		93.5	%	Big Lots, Martin’s Food (Ahold)
MASSACHUSETTS
Points West	Brockton	Boston-Cambridge-Quincy, MA-NH		139,255		80.5	%	Ocean State Job Lot, PriceRite (ShopRite)
Burlington Square I, II & III	Burlington	Boston-Cambridge-Quincy, MA-NH		86,290		100.0	%	Golf Galaxy, Pyara Aveda Spa & Salon, Staples
Chicopee Marketplace	Chicopee	Springfield, MA		150,959		100.0	%	Marshalls, Staples	Walmart Supercenter
Holyoke Shopping Center	Holyoke	Springfield, MA		201,875		94.8	%	Ocean State Job Lot, Stop & Shop
WaterTower Plaza	Leominster	Worcester, MA		296,320		94.2	%	Ocean State Job Lot, Shaw’s, T.J.Maxx
Lunenberg Crossing	Lunenburg	Worcester, MA		25,515		47.1	%	—	Hannaford Bros., Walmart
Lynn Marketplace	Lynn	Boston-Cambridge-Quincy, MA-NH		78,092		100.0	%	Rainbow, Shaw’s
Berkshire Crossing	Pittsfield	Pittsfield, MA		442,549		99.9	%	Price Chopper, The Home Depot, Ulta, Walmart
Westgate Plaza	Westfield	Springfield, MA		103,903		97.3	%	Ocean State Job Lot, Staples, T.J.Maxx
Perkins Farm Marketplace	Worcester	Worcester, MA		203,852		64.9	%	CW Price, Super Stop & Shop
MICHIGAN
Maple Village	Ann Arbor	Ann Arbor, MI		293,525		97.3	%	Dunham’s Sports, Kmart, Plum Market
Grand Crossing	Brighton	Detroit-Warren-Livonia, MI		85,389		87.6	%	ACO Hardware, VG’s Food (Spartan)
Farmington Crossroads	Farmington	Detroit-Warren-Livonia, MI		87,391		89.9	%	Dollar Tree, Ollie’s Bargain Outlet, True Value
Silver Pointe Shopping Center	Fenton	Flint, MI		163,919		80.9	%	Dunham’s Sports, VG’s Food (Spartan)
Cascade East	Grand Rapids	Grand Rapids-Wyoming, MI		99,529		74.2	%	D&W Fresh Market
Delta Center	Lansing	Lansing-East Lansing, MI		186,246		89.3	%	Bed Bath & Beyond, Gift & Bible Center, Hobby Lobby, Planet Fitness
Lakes Crossing	Muskegon	Muskegon-Norton Shores, MI		114,623		81.4	%	Jo-Ann Fabric & Craft Stores, Party City	Kohl’s

140

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

Redford Plaza

Redford

Detroit-Warren-Livonia, MI

293,827

97.4

Burlington Coat Factory, CW Price, Kroger

Hampton Village Centre

Rochester
Hills

Detroit-Warren-Livonia, MI

454,719

98.8

Best Buy, Emagine Theatre, Kohl’s, T.J.Maxx

Target

Fashion Corners

Saginaw

Saginaw-Saginaw Township North, MI

187,832

94.7

Bed Bath & Beyond, Best Buy, Dunham’s Sports

Green Acres

Saginaw

Saginaw-Saginaw Township North, MI

281,646

79.1

Kroger, Ollie’s Bargain Outlet, Planet Fitness

Hall Road Crossing

Shelby
Township

Detroit-Warren-Livonia, MI

175,503

100.0

Gander Mountain, Michaels, Old Navy, T.J.Maxx

Southfield Plaza

Southfield

Detroit-Warren-Livonia, MI

106,948

64.2

Dollar Castle, Planet Fitness

Burlington Coat Factory

18 Ryan

Sterling
Heights

Detroit-Warren-Livonia, MI

101,709

100.0

O’Reilly Auto Parts, Planet Fitness, VG’s Food (Spartan)

Delco Plaza

Sterling
Heights

Detroit-Warren-Livonia, MI

154,853

100.0

Babies“R”Us, Bed Bath & Beyond, Dunham’s Mega Sports

Grand Traverse Crossing

Traverse
City

Traverse City, MI

412,755

96.9

Books-A-Million, The Home Depot, Walmart

West Ridge

Westland

Detroit-Warren-Livonia, MI

163,131

75.6

Bargain Club, Office Solutions, The Tile Shop

Burlington Coat Factory, Target

Roundtree Place

Ypsilanti

Ann Arbor, MI

246,620

99.2

Ollie’s Bargain Outlet, Walmart

Washtenaw Fountain Plaza

Ypsilanti

Ann Arbor, MI

123,390

96.8

Dollar Tree, Dunham’s Sports, Planet Fitness, Save-A-Lot

MINNESOTA

Southport Centre I - VI

Apple
Valley

Minneapolis-St. Paul-Bloomington, MN-WI

124,937

97.2

Best Buy, Dollar Tree, Walgreens

Cub Foods, SuperTarget

Austin Town Center

Austin

Austin, MN

110,680

96.5

ALDI, Jo-Ann Fabric & Craft Stores, Staples

Target

Burning Tree Plaza

Duluth

Duluth, MN-WI

182,969

97.6

Best Buy, Dunham’s Sports, T.J.Maxx

Elk Park Center

Elk River

Minneapolis-St. Paul-Bloomington, MN-WI

204,992

94.9

Cub Foods, OfficeMax

Westwind Plaza

Minnetonka

Minneapolis-St. Paul-Bloomington, MN-WI

87,942

96.8

—

Cub Foods

Richfield Hub & West Shopping Center

Richfield

Minneapolis-St. Paul-Bloomington, MN-WI

215,334

82.0

Marshalls, Michaels, Rainbow Foods (Roundy’s)

Roseville Center

Roseville

Minneapolis-St. Paul-Bloomington, MN-WI

76,894

79.8

Dollar Tree, Hancock Fabrics

Rainbow Foods

Marketplace @ 42

Savage

Minneapolis-St. Paul-Bloomington, MN-WI

117,873

96.5

Rainbow Foods (Roundy’s)

Sun Ray Shopping Center

St. Paul

Minneapolis-St. Paul-Bloomington, MN-WI

290,392

89.4

Blast Fitness, Cub Foods, T.J.Maxx, Valu Thrift Store

White Bear Hills Shopping Center

White Bear
Lake

Minneapolis-St. Paul-Bloomington, MN-WI

73,095

98.2

Dollar Tree, Festival Foods

MISSISSIPPI

Clinton Crossing

Clinton

Jackson, MS

112,148

92.1

Kroger

County Line Plaza

Jackson

Jackson, MS

221,127

45.9

Office Depot

141

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

Jacksonian Plaza

Jackson

Jackson, MS

73,041

100.0

Books-A-Million, Georgia Carpet Outlet, Office Depot

Kroger

MISSOURI

Ellisville Square

Ellisville

St. Louis, MO-IL

148,940

88.4

Kmart, Lukas Liquors

Clocktower Place

Florissant

St. Louis, MO-IL

207,317

91.4

ALDI, Florissant Furniture & Rug Gallery, Office Depot, Ross Dress for Less

Hub Shopping Center

Independence

Kansas City, MO-KS

160,423

92.9

Price Chopper

Watts Mill Plaza

Kansas City

Kansas City, MO-KS

161,717

100.0

Ace Hardware, Price Chopper

Liberty Corners

Liberty

Kansas City, MO-KS

124,808

100.0

Price Chopper, Rainbow

Maplewood Square

Maplewood

St. Louis, MO-IL

71,590

95.4

Shop ‘n Save

NEVADA

Galleria Commons

Henderson

Las Vegas-Paradise, NV

275,011

100.0

Babies“R”Us, Burlington Coat Factory, Stein Mart, T.J.Maxx

Montecito Marketplace (2)

Las Vegas

Las Vegas-Paradise, NV

190,434

100.0

Smith’s (Kroger), T.J.Maxx

Renaissance Center East

Las Vegas

Las Vegas-Paradise, NV

144,216

72.8

Savers

NEW HAMPSHIRE

Bedford Grove

Bedford

Manchester-Nashua, NH

216,941

99.4

Hannaford Bros., Walmart

Capitol Shopping Center

Concord

Concord, NH

182,887

97.2

Burlington Coat Factory, DeMoulas Supermarkets, Jo-Ann Fabric & Craft Stores, Marshalls

Willow Springs Plaza

Nashua

Manchester-Nashua, NH

131,248

97.2

JC Penney, Jordan’s Warehouse, NAMCO, Petco

The Home Depot

Seacoast Shopping Center

Seabrook

Boston-Cambridge-Quincy, MA-NH

91,690

92.1

Jo-Ann Fabric & Craft Stores, Shaw’s

Walmart

Tri-City Plaza

Somersworth

Boston-Cambridge-Quincy, MA-NH

146,947

85.0

DeMoulas Supermarkets, T.J.Maxx

NEW JERSEY

Laurel Square

Brick

New York-Northern New Jersey-Long Island, NY-NJ-PA

246,235

88.4

Kmart, Pathmark

the Shoppes at Cinnaminson

Cinnaminson

Philadelphia-Camden-Wilmington, PA-NJ-DE-MD

290,722

99.4

Burlington Coat Factory, Ross Dress For Less, ShopRite

A&P Fresh Market

Clark

New York-Northern New Jersey-Long Island, NY-NJ-PA

52,812

100.0

A&P Fresh

Collegetown Shopping Center

Glassboro

Philadelphia-Camden-Wilmington, PA-NJ-DE-MD

250,515

76.6

Kmart, Staples

Hamilton Plaza-Kmart Plaza

Hamilton

Trenton-Ewing, NJ

149,060

74.7

Kmart

Bennetts Mills Plaza

Jackson

New York-Northern New Jersey-Long Island, NY-NJ-PA

127,230

93.8

Stop & Shop

142

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

Lakewood Plaza

Lakewood

New York-Northern New Jersey-Long Island, NY-NJ-PA

203,547

97.7

ShopRite

Marlton Crossing

Marlton

Philadelphia-Camden-Wilmington, PA-NJ-DE-MD

333,255

96.7

Burlington Coat Factory, DSW, HomeGoods, T.J.Maxx

Middletown Plaza

Middletown

New York-Northern New Jersey-Long Island, NY-NJ-PA

197,466

99.0

ShopRite

Old Bridge Gateway

Old Bridge

New York-Northern New Jersey-Long Island, NY-NJ-PA

235,995

89.1

Marshalls, Pep Boys, Robert Wood Johnson Fitness

Morris Hills Shopping Center

Parsippany

New York-Northern New Jersey-Long Island, NY-NJ-PA

159,230

94.0

Blink Fitness (Equinox), Clearview Cinema Group, HomeGoods, Marshalls

Rio Grande Plaza

Rio Grande

Ocean City, NJ

141,355

97.0

JC Penney, Peebles, PetSmart

ShopRite

Ocean Heights Shopping Center

Somers
Point

Atlantic City-Hammonton, NJ

179,199

99.2

ShopRite, Staples

ShopRite Supermarket

Springfield

New York-Northern New Jersey-Long Island, NY-NJ-PA

32,209

100.0

ShopRite

Tinton Falls Plaza

Tinton Falls

New York-Northern New Jersey-Long Island, NY-NJ-PA

98,410

81.1

Dollar Tree, WOW! Fitness

A&P

Cross Keys Commons

Turnersville

Philadelphia-Camden-Wilmington, PA-NJ-DE-MD

216,428

94.2

Marshalls, Ross Dress for Less

Walmart Supercenter

Dover Park Plaza

Yardville

Trenton-Ewing, NJ

56,808

79.9

CVS, Dollar Buys

NEW MEXICO

St Francis Plaza

Santa Fe

Santa Fe, NM

35,800

100.0

Walgreens, Whole Foods Market

Smith’s

Socorro

—

48,000

100.0

Smith’s (Kroger)

NEW YORK

Parkway Plaza

Carle Place

New York-Northern New Jersey-Long Island, NY-NJ-PA

89,704

100.0

Minado, Stew Leonard’s Wines, T.J.Maxx

Kmart Plaza

Dewitt

Syracuse, NY

115,500

94.7

Kmart, OfficeMax

Unity Plaza

East
Fishkill

Poughkeepsie-Newburgh-Middletown, NY

67,462

100.0

A&P Fresh

Suffolk Plaza

East
Setauket

New York-Northern New Jersey-Long Island, NY-NJ-PA

84,480

98.1

Waldbaum’s

Kohl’s

Three Village Shopping Center

East
Setauket

New York-Northern New Jersey-Long Island, NY-NJ-PA

77,458

99.1

Ace Hardware, King Kullen

Stewart Plaza

Garden
City

New York-Northern New Jersey-Long Island, NY-NJ-PA

193,622

90.9

Burlington Coat Factory, K&G Men’s Center

Genesee Valley Shopping Center

Geneseo

Rochester, NY

191,284

95.0

Tractor Supply Co., Wegmans

McKinley Plaza

Hamburg

Buffalo-Niagara Falls, NY

93,144

97.9

A.C. Moore, T.J.Maxx

Wegmans

Dalewood I, II & III Shopping Center

Hartsdale

New York-Northern New Jersey-Long Island, NY-NJ-PA

191,441

100.0

Christmas Tree Shops, H Mart, Mrs. Green’s Natural Market, T.J.Maxx

143


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Hornell Plaza	Hornell	Corning, NY		253,329		99.2	%	Walmart, Wegmans
Cayuga Mall	Ithaca	Ithaca, NY		204,830		95.6	%	Jo-Ann Fabric & Craft Stores, Party City, Rite Aid, T.J.Maxx, True Value
Kings Park Shopping Center	Kings Park	New York-Northern New Jersey-Long Island, NY-NJ-PA		71,940		94.6	%	Key Food Marketplace, T.J.Maxx
Falcaro’s Plaza	Lawrence	New York-Northern New Jersey-Long Island, NY-NJ-PA		60,957		95.2	%	Advance Auto Parts, OfficeMax
Shops at Seneca Mall	Liverpool	Syracuse, NY		231,024		66.7	%	Big Lots, Kmart
A & P Mamaroneck	Mamaroneck	New York-Northern New Jersey-Long Island, NY-NJ-PA		24,978		100.0	%	A&P
Village Square	Mamaroneck	New York-Northern New Jersey-Long Island, NY-NJ-PA		17,000		100.0	%	Trader Joe’s
Sunshine Square	Medford	New York-Northern New Jersey-Long Island, NY-NJ-PA		223,322		98.1	%	Planet Fitness, Savers, Super Stop & Shop
Wallkill Plaza	Middletown	Poughkeepsie-Newburgh-Middletown, NY		209,960		85.2	%	Ashley Furniture, Big Lots, Hobby Lobby
Monroe ShopRite Plaza	Monroe	Poughkeepsie-Newburgh-Middletown, NY		121,850		96.9	%	Retro Fitness, Rite Aid, ShopRite, U.S. Post Office
Rockland Plaza	Nanuet	New York-Northern New Jersey-Long Island, NY-NJ-PA		250,926		88.1	%	Barnes & Noble, Marshalls, Modell’s Sporting Goods, Petco
North Ridge Plaza	New Rochelle	New York-Northern New Jersey-Long Island, NY-NJ-PA		40,991		90.7	%	Harmon Discount, New Rochelle Health & Medical Center
Nesconset Shopping Center	Port Jefferson Station	New York-Northern New Jersey-Long Island, NY-NJ-PA		122,996		94.0	%	Dollar Tree, HomeGoods
Port Washington	Port Washington	New York-Northern New Jersey-Long Island, NY-NJ-PA		19,600		100.0	%	North Shore Farms
Roanoke Plaza	Riverhead	New York-Northern New Jersey-Long Island, NY-NJ-PA		99,131		100.0	%	Best Yet Market, CVS, T.J.Maxx
Rockville Centre	Rockville Centre	New York-Northern New Jersey-Long Island, NY-NJ-PA		44,131		100.0	%	HomeGoods, Rite Aid
Mohawk Acres	Rome	Utica-Rome, NY		159,783		92.8	%	Price Chopper
College Plaza	Selden	New York-Northern New Jersey-Long Island, NY-NJ-PA		175,400		94.5	%	Blink Fitness (Equinox), Bob’s Stores, Rite Aid, ShopRite
Campus Plaza	Vestal	Binghamton, NY		160,744		95.8	%	Olum’s Furniture & Appliances, Staples
Parkway Plaza	Vestal	Binghamton, NY		204,954		100.0	%	Bed Bath & Beyond, Kohl’s, PetSmart, PriceRite (ShopRite)	Target
Shoppes at Vestal	Vestal	Binghamton, NY		92,328		100.0	%	HomeGoods, Michaels, Old Navy
Town Square Mall	Vestal	Binghamton, NY		293,080		99.4	%	Barnes & Noble, Dick’s Sporting Goods, Lowes Cinemas, T.J.Maxx	Sam’s Club, Walmart Supercenter

144


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
The Plaza at Salmon Run	Watertown	Watertown-Fort Drum, NY		68,761		100.0	%	Hannaford Bros., Pier 1 Imports
Highridge Plaza	Yonkers	New York-Northern New Jersey-Long Island, NY-NJ-PA		88,501		93.9	%	Pathmark
NORTH CAROLINA
Devonshire Place	Cary	Raleigh-Cary, NC		106,691		100.0	%	Dollar Tree, Golf Galaxy, REI
McMullen Creek Market	Charlotte	Charlotte-Gastonia-Rock Hill, NC-SC		283,324		74.0	%	Burlington Coat Factory
The Commons at Chancellor Park	Charlotte	Charlotte-Gastonia-Rock Hill, NC-SC		348,604		95.8	%	Big Lots, The Home Depot, Value City Furniture
Parkwest Crossing *	Durham	Durham-Chapel Hill, NC		85,602		91.6	%	Food Lion
Macon Plaza	Franklin	—		92,787		86.9	%	BI-LO, Peebles
Garner Towne Square *	Garner	Raleigh-Cary, NC		184,347		90.7	%	Kroger, PetSmart	The Home Depot, Target
Franklin Square	Gastonia	Charlotte-Gastonia-Rock Hill, NC-SC		318,435		88.7	%	Bed Bath & Beyond, Best Buy, Ross Dress for Less	Walmart Supercenter
Wendover Place	Greensboro	Greensboro-High Point, NC		406,768		97.0	%	Babies“R”Us, Christmas Tree Shops, Dick’s Sporting Goods, Kohl’s, Michaels, PetSmart, Ross Dress for Less	Target
University Commons	Greenville	Greenville, NC		232,816		86.5	%	Barnes & Noble, Harris Teeter, T.J.Maxx	Target
Valley Crossing	Hickory	Hickory-Lenoir-Morganton, NC		191,431		81.9	%	Academy Sports + Outdoors, Ollie’s Bargain Outlet
Kinston Pointe	Kinston	Kinston, NC		250,580		98.7	%	Dollar Tree, Walmart Supercenter
Magnolia Plaza	Morganton	Hickory-Lenoir-Morganton, NC		104,539		58.7	%	Ingles	Walmart
Roxboro Square	Roxboro	Durham-Chapel Hill, NC		97,226		97.2	%	Person County Health & Human Services
Innes Street Market	Salisbury	Salisbury, NC		349,425		98.7	%	Food Lion, Lowe’s, Marshalls, Old Navy, Tinseltown
Salisbury Marketplace *	Salisbury	Salisbury, NC		79,732		72.8	%	Family Dollar, Food Lion
Crossroads	Statesville	Statesville-Mooresville, NC		340,189		96.7	%	Big Lots, Walmart Supercenter
Anson Station	Wadesboro	Charlotte-Gastonia-Rock Hill, NC-SC		132,353		68.1	%	Food Lion, Goody’s, Tractor Supply Co.
New Centre Market	Wilmington	Wilmington, NC		143,762		96.4	%	Marshalls, OfficeMax, PetSmart	Target
University Commons	Wilmington	Wilmington, NC		235,345		95.8	%	HomeGoods, Lowes Foods, T.J.Maxx
Whitaker Square *	Winston Salem	Winston-Salem, NC		82,760		96.6	%	Harris Teeter, Rugged Wearhouse
Parkway Plaza	Winston- Salem	Winston-Salem, NC		283,830		90.4	%	Citi Trends, Office Depot, Super Compare Foods
Stratford Commons	Winston- Salem	Winston-Salem, NC		72,308		83.8	%	Golf Galaxy, Mattress Firm, OfficeMax

145

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not
Owned(1)

OHIO

Brunswick Town Center

Brunswick

Cleveland-Elyria-Mentor, OH

138,407

88.4

Giant Eagle

The Home Depot

30th Street Plaza

Canton

Canton-Massillon, OH

157,055

84.9

Giant Eagle, Marc’s

Brentwood Plaza

Cincinnati

Cincinnati-Middletown, OH-KY-IN

225,152

94.5

Conway, Kroger

Delhi Shopping Center

Cincinnati

Cincinnati-Middletown, OH-KY-IN

169,603

77.5

Kroger

Harpers Station

Cincinnati

Cincinnati-Middletown, OH-KY-IN

240,681

93.6

Bova Furniture, HomeGoods, LA Fitness, Stein Mart, T.J.Maxx

Western Hills Plaza

Cincinnati

Cincinnati-Middletown, OH-KY-IN

314,754

100.0

Bed Bath & Beyond, Michaels, Sears, Staples, T.J.Maxx

Target

Western Village

Cincinnati

Cincinnati-Middletown, OH-KY-IN

115,116

99.1

Kroger

Crown Point

Columbus

Columbus, OH

147,275

95.0

Kroger, Lombards

Greentree Shopping Center

Columbus

Columbus, OH

130,712

79.7

Kroger

Brandt Pike Place

Dayton

Dayton, OH

17,900

88.8

—

Kroger

South Towne Centre

Dayton

Dayton, OH

333,121

95.0

Burlington Coat Factory, Christmas Tree Shops, Health Foods Unlimited, Jo-Ann Fabric & Craft Stores, Value City Furniture

The Vineyards

Eastlake

Cleveland-Elyria-Mentor, OH

144,820

85.9

Harbor Freight Tools, Valu King

Walmart

Midway Market Square

Elyria

Cleveland-Elyria-Mentor, OH

232,252

73.2

Dick’s Sporting Goods, Giant Eagle

Target, The Home Depot

Southland Shopping Center

Middleburg
Heights

Cleveland-Elyria-Mentor, OH

684,559

93.3

BJ’s Wholesale Club, Burlington Coat Factory, Cleveland Furniture Bank, Giant Eagle, Jo-Ann Fabric & Craft Stores, Marc’s, Marshalls

Tops Plaza

North
Olmsted

Cleveland-Elyria-Mentor, OH

70,003

100.0

Ollie’s Bargain Outlet, Sears Outlet

Tops Plaza

North
Ridgeville

Cleveland-Elyria-Mentor, OH

60,830

87.5

Pat Catan’s Craft Centers

Surrey Square Mall

Norwood

Cincinnati-Middletown, OH-KY-IN

172,186

97.2

Kroger, Marshalls

Market Place

Piqua

Dayton, OH

182,824

92.5

Kroger, Roses

Brice Park

Reynoldsburg

Columbus, OH

158,565

79.0

Ashley Furniture, Michaels

Streetsboro Crossing

Streetsboro

Akron, OH

89,436

100.0

Giant Eagle

Lowe’s

Miracle Mile Shopping Plaza

Toledo

Toledo, OH

318,174

70.3

Big Lots, Kroger

Southland Shopping Plaza

Toledo

Toledo, OH

290,892

84.1

Big Lots, Kroger, Planet Fitness

Wadsworth Crossings *

Wadsworth

Cleveland-Elyria-Mentor, OH

108,164

94.1

Bed Bath & Beyond, MC Sports, OfficeMax, Petco

Kohl’s, Lowe’s, Target

146


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Northgate Plaza	Westerville	Columbus, OH		12,819		100.0	%	—	Kroger, The Home Depot
OKLAHOMA
Marketplace	Tulsa	Tulsa, OK		186,851		100.0	%	Conn’s, Drysdales, PetSmart	Best Buy, JC Penney Home Store
PENNSYLVANIA
Village West	Allentown	Allentown-Bethlehem-Easton, PA-NJ		140,490		100.0	%	Giant Food
Park Hills Plaza	Altoona	Altoona, PA		279,746		92.3	%	Dunham’s Sports, Petco, Toys“R”Us, Weis Markets
Bensalem Square	Bensalem	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		70,378		100.0	%	Redner’s Warehouse Market
Bethel Park	Bethel Park	Pittsburgh, PA		218,714		100.0	%	Giant Eagle, Walmart
Bethlehem Square	Bethlehem	Allentown-Bethlehem-Easton, PA-NJ		389,450		100.0	%	Giant Food, The Home Depot, T.J.Maxx, Walmart
Lehigh Shopping Center	Bethlehem	Allentown-Bethlehem-Easton, PA-NJ		378,353		92.1	%	Big Lots, Giant Food, Mega Marshalls, PetSmart, Staples, Wells Fargo
Boyertown Shopping Center	Boyertown	Reading, PA		83,229		73.2	%	Advance Auto Parts, Big Lots, CVS
Bristol Park	Bristol	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		276,653		97.4	%	Ollie’s Bargain Outlet, Walmart Supercenter
Chalfont Village Shopping Center	Chalfont	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		46,051		82.4	%	—
New Britain Village Square	Chalfont	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		143,716		91.2	%	Giant Food
Collegeville Shopping Center	Collegeville	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		110,696		41.7	%	Pep Boys
Whitemarsh Shopping Center	Conshohocken	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		67,476		100.0	%	Giant Food, Wine & Spirits Shoppe
Valley Fair	Devon	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		105,086		98.9	%	Chuck E. Cheese’s, Mealey’s Furniture
Dickson City Crossings	Dickson City	Scranton—Wilkes-Barre, PA		301,462		100.0	%	Dick’s Sporting Goods, hhgregg, PetSmart, The Home Depot, T.J.Maxx
Dillsburg Shopping Center	Dillsburg	York-Hanover, PA		146,193		100.0	%	Giant Food, Tractor Supply Co.
Barn Plaza	Doylestown	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		237,681		100.0	%	Kohl’s, Marshalls, Regal Cinemas
Pilgrim Gardens	Drexel Hill	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		79,252		88.9	%	Dollar Tree, Ross Dress for Less
Gilbertsville Shopping Center	Gilbertsville	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		85,748		87.2	%	Weis Markets

147


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Mount Carmel Plaza	Glenside	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		14,504		89.7	%	SGS Paper
Kline Plaza	Harrisburg	Harrisburg-Carlisle, PA		220,288		89.2	%	Giant Food, The Dept. of Health
New Garden Shopping Center	Kennett Square	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		145,170		88.9	%	Big Lots, Ollie’s Bargain Outlet
Stone Mill Plaza	Lancaster	Lancaster, PA		106,736		97.9	%	Giant Food, Majik Rent-To-Own
Woodbourne Square	Langhorne	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		29,821		80.9	%	—
North Penn Market Place	Lansdale	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		58,458		53.7	%	—	Weis Markets
New Holland Shopping Center	New Holland	Lancaster, PA		65,878		88.0	%	Amelia’s Grocery Outlet, Family Dollar
Village at Newtown	Newtown	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		177,181		96.3	%	McCaffrey’s
Cherry Square	Northampton	Allentown-Bethlehem-Easton, PA-NJ		75,005		91.4	%	Redner’s Warehouse Market
Ivyridge	Philadelphia	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		107,318		97.9	%	Super Fresh
Roosevelt Mall	Philadelphia	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		561,642		97.5	%	Macy’s, Modell’s Sporting Goods, Ross Dress For Less
Shoppes at Valley Forge	Phoenixville	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		176,676		97.6	%	French Creek Outfitters, Redner’s Warehouse Market, Staples
Plymouth Plaza	Plymouth Meeting	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		33,813		100.0	%	Clear Wireless, Medical Rehabilitation Centers of Pennsylvania
County Line Plaza	Souderton	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		154,758		89.1	%	Bottom Dollar Food, Planet Fitness, VF Outlet
69th Street Plaza	Upper Darby	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		41,711		100.0	%	EZ Bargains, Rent-A-Center, Super Dollar City	Pathmark
Warminster Towne Center	Warminster	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		237,152		100.0	%	A.C. Moore, PetSmart, Ross Dress for Less, ShopRite
Shops at Prospect	West Hempfield	Lancaster, PA		63,392		94.1	%	Hallmark, Musser’s Markets	Kmart
Whitehall Square	Whitehall	Allentown-Bethlehem-Easton, PA-NJ		315,192		97.5	%	Mealey’s Furniture, Redner’s Warehouse Market, Ross Dress for Less, Sports Authority
Wilkes-Barre Township Marketplace	Wilkes- Barre	Scranton—Wilkes-Barre, PA		307,610		97.4	%	Walmart Supercenter
RHODE ISLAND
Hunt River Commons	North Kingstown	Providence-New Bedford-Fall River, RI-MA		148,126		97.4	%	Marshalls, Ocean State Job Lot, Super Stop & Shop

148

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not
Owned(1)

SOUTH CAROLINA

Belfair Town Village *

Bluffton

Hilton Head Island-Beaufort, SC

166,639

96.4

Kroger, Stein Mart

Milestone Plaza *

Greenville

Greenville-Mauldin-Easley, SC

89,721

90.6

BI-LO

Circle Center

Hilton Head

Hilton Head Island-Beaufort, SC

65,213

93.0

BI-LO

Island Plaza

James Island

Charleston-North Charleston-Summerville, SC

171,224

93.7

Burke’s Outlet, Dollar Tree, Food Lion, Gold’s Gym

Festival Centre

North
Charleston

Charleston-North Charleston-Summerville, SC

325,347

78.7

Fred’s, Intercontinental Hotels Group, Piggly Wiggly, World Overcomers Ministries

Remount Village Shopping Center

North
Charleston

Charleston-North Charleston-Summerville, SC

60,238

79.0

BI-LO

Fairview Corners I & II

Simpsonville

Greenville-Mauldin-Easley, SC

131,002

97.4

Ross Dress for Less, T.J.Maxx

Target

Hillcrest

Spartanburg

Spartanburg, SC

385,609

79.5

Marshalls, Publix, Ross Dress for Less, Stein Mart

TENNESSEE

Shoppes at Hickory Hollow

Antioch

Nashville-Davidson—Murfreesboro—Franklin, TN

144,469

83.4

Kroger

Congress Crossing

Athens

Athens, TN

180,305

96.1

Dunham’s Sports, Kmart

East Ridge Crossing

Chattanooga

Chattanooga, TN-GA

58,950

94.9

Food Lion

Watson Glen Shopping Center

Franklin

Nashville-Davidson—Murfreesboro—Franklin, TN

265,027

96.3

ALDI, Big Lots, Franklin Athletic Club, Kmart, Trees n Trends

Williamson Square

Franklin

Nashville-Davidson—Murfreesboro—Franklin, TN

329,378

95.1

Grace Church Nashville, Hobby Lobby, Kroger, USA Baby

Greensboro Village *

Gallatin

Nashville-Davidson—Murfreesboro—Franklin, TN

70,203

98.0

Publix

Greeneville Commons

Greeneville

Greeneville, TN

228,618

95.3

Belk, JC Penney, Kmart

Oakwood Commons

Hermitage

Nashville-Davidson—Murfreesboro—Franklin, TN

278,017

90.9

Peebles, Publix, Ross Dress for Less

Kimball Crossing

Kimball

Chattanooga, TN-GA

280,476

97.1

Goody’s, Walmart Supercenter

Lowe’s

Kingston Overlook

Knoxville

Knoxville, TN

122,536

100.0

Babies“R”Us, Michaels

Farrar Place

Manchester

Tullahoma, TN

43,220

84.5

Food Lion

The Commons at Wolfcreek

Memphis

Memphis, TN-MS-AR

662,474

83.8

Best Buy, Big Lots, hhgregg, Office Depot, PetSmart, Sports Authority, T.J.Maxx, Value City Furniture

Target, The Home Depot, Toys“R”Us

Georgetown Square

Murfreesboro

Nashville-Davidson—Murfreesboro—Franklin, TN

104,117

96.2

Kroger

149

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not
Owned(1)

Nashboro Village *

Nashville

Nashville-Davidson—Murfreesboro—Franklin, TN

86,811

100.0

Kroger

Walgreens

Commerce Central

Tullahoma

Tullahoma, TN

182,401

92.8

Walmart Supercenter

Merchant’s Central

Winchester

Tullahoma, TN

208,123

95.8

Walmart Supercenter

TEXAS

Palm Plaza

Aransas

Corpus Christi, TX

50,700

81.5

Bealls (Stage Stores), Family Dollar

Bardin Place Center

Arlington

Dallas-Fort Worth-Arlington, TX

309,488

97.4

Hemispheres, Sports Authority

Hobby Lobby

Parmer Crossing

Austin

Austin-Round Rock-San Marcos, TX

168,112

66.5

Big Lots

Fry’s Electronics

Baytown Shopping Center

Baytown

Houston-Sugar Land-Baytown, TX

96,166

85.4

24 Hour Fitness

Cedar Bellaire

Bellaire

Houston-Sugar Land-Baytown, TX

50,967

100.0

H-E-B, ICI Paints

El Camino

Bellaire

Houston-Sugar Land-Baytown, TX

71,575

98.4

El Ahorro Supermarket, Family Dollar, Hancock Fabrics

Brenham Four Corners

Brenham

Brenham, TX

114,571

100.0

H-E-B

Bryan Square

Bryan

College Station-Bryan, TX

59,029

100.0

99 Cents Only, Citi Trends, Dollar Floor Store, Firestone

Townshire

Bryan

College Station-Bryan, TX

136,887

86.9

Tops Printing, Walmart Neighborhood Market

Plantation Plaza

Clute

Houston-Sugar Land-Baytown, TX

99,141

92.9

Kroger, Walgreens

Central Station

College
Station

College Station-Bryan, TX

176,847

85.4

OfficeMax, Spec’s Liquors

Kohl’s

Rock Prairie Crossing

College
Station

College Station-Bryan, TX

119,000

98.9

CVS, Kroger

Carmel Village

Corpus
Christi

Corpus Christi, TX

85,633

79.5

Bay Area Dialysis, Bealls (Stage Stores), Tuesday Morning

Five Points

Corpus
Christi

Corpus Christi, TX

276,593

81.7

Bealls (Stage Stores), Hobby Lobby, Party City, Ross Dress for Less

Claremont Village

Dallas

Dallas-Fort Worth-Arlington, TX

67,305

94.6

Family Dollar, Minyard Food Stores

Jeff Davis

Dallas

Dallas-Fort Worth-Arlington, TX

69,562

96.7

Blockbuster, Family Dollar, Mama Rosa, Save-A-Lot

Stevens Park Village

Dallas

Dallas-Fort Worth-Arlington, TX

45,492

100.0

O’Reilly Auto Parts

Webb Royal

Dallas

Dallas-Fort Worth-Arlington, TX

108,545

93.3

Family Dollar, Super Plaza

Wynnewood Village

Dallas

Dallas-Fort Worth-Arlington, TX

440,879

87.0

Fallas Paredes, Gen X Clothing, Kroger, Ross Dress for Less

Parktown

Deer Park

Houston-Sugar Land-Baytown, TX

121,388

94.8

Burke’s Outlet, Food Town, Walgreens

Kenworthy Crossing

El Paso

El Paso, TX

74,169

93.0

Albertsons

Preston Ridge

Frisco

Dallas-Fort Worth-Arlington, TX

780,567

94.1

Best Buy, Big Lots, DSW, GattiTown, Marshalls, Old Navy, Ross Dress for Less, Sheplers, Stein Mart, T.J.Maxx

SuperTarget

150


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Forest Hills	Ft. Worth	Dallas-Fort Worth-Arlington, TX		69,651		100.0	%	Family Dollar, Foodland Markets, Hi Style Fashion
Ridglea Plaza	Ft. Worth	Dallas-Fort Worth-Arlington, TX		170,519		97.0	%	Stein Mart, Tom Thumb
Trinity Commons	Ft. Worth	Dallas-Fort Worth-Arlington, TX		197,423		100.0	%	DSW, Tom Thumb
Village Plaza	Garland	Dallas-Fort Worth-Arlington, TX		89,241		96.2	%	Truong Nguyen Grocer
North Hills Village	Haltom City	Dallas-Fort Worth-Arlington, TX		43,299		91.5	%	Dollar Tree, Rent-A-Center, Save-A-Lot
Highland Village Town Center	Highland Village	Dallas-Fort Worth-Arlington, TX		99,341		96.8	%	Kroger
Bay Forest	Houston	Houston-Sugar Land-Baytown, TX		71,667		100.0	%	Kroger
Beltway South	Houston	Houston-Sugar Land-Baytown, TX		107,174		95.6	%	Kroger
Braes Heights	Houston	Houston-Sugar Land-Baytown, TX		101,002		99.7	%	CVS, Imagination Toys, I W Marks Jewelers
Braes Link	Houston	Houston-Sugar Land-Baytown, TX		38,997		94.0	%	Walgreens
Braes Oaks	Houston	Houston-Sugar Land-Baytown, TX		45,067		89.1	%	H-E-B
Braesgate	Houston	Houston-Sugar Land-Baytown, TX		91,382		97.4	%	Food Town
Broadway	Houston	Houston-Sugar Land-Baytown, TX		74,942		100.0	%	El Ahorro Supermarket, Fallas Paredes, Worksource Solutions
Clear Lake Camino South	Houston	Houston-Sugar Land-Baytown, TX		102,643		87.1	%	24 Hour Fitness, Hancock Fabrics, Mr. Gatti’s Pizza, Spec’s Liquors
Hearthstone Corners	Houston	Houston-Sugar Land-Baytown, TX		208,147		98.6	%	Big Lots, Kroger, Stein Mart
Inwood Forest	Houston	Houston-Sugar Land-Baytown, TX		77,553		94.1	%	Foodarama
Jester Village	Houston	Houston-Sugar Land-Baytown, TX		64,285		74.0	%	H-E-B
Jones Plaza	Houston	Houston-Sugar Land-Baytown, TX		111,206		83.7	%	24 Hour Fitness, Hancock Fabrics
Jones Square	Houston	Houston-Sugar Land-Baytown, TX		169,003		90.7	%	Big Lots, Hobby Lobby
Maplewood Mall	Houston	Houston-Sugar Land-Baytown, TX		94,871		97.3	%	Burke’s Outlet, Foodarama
Merchants Park	Houston	Houston-Sugar Land-Baytown, TX		244,373		99.0	%	Big Lots, Kroger, Petco, Ross Dress for Less
Northgate	Houston	Houston-Sugar Land-Baytown, TX		40,244		100.0	%	Affordable Furniture, Firestone, TitleMax
Northshore	Houston	Houston-Sugar Land-Baytown, TX		233,479		92.5	%	Conn’s, Office Depot, Sellers Bros.
Northtown Plaza	Houston	Houston-Sugar Land-Baytown, TX		193,222		96.8	%	99 Cents Only, Fallas Paredes
Northwood	Houston	Houston-Sugar Land-Baytown, TX		136,747		96.0	%	Food City
Orange Grove	Houston	Houston-Sugar Land-Baytown, TX		189,201		100.0	%	24 Hour Fitness, FAMSA, Floor & Décor
Pinemont Shopping Center	Houston	Houston-Sugar Land-Baytown, TX		73,577		92.9	%	Family Dollar, Houston Community College
Royal Oaks Village	Houston	Houston-Sugar Land-Baytown, TX		145,229		95.5	%	H-E-B

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Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Sharpstown Plaza	Houston	Houston-Sugar Land-Baytown, TX		43,631		96.6	%	Family Thrift Center
Tanglewilde	Houston	Houston-Sugar Land-Baytown, TX		84,185		100.0	%	Ace Hardware, Cavender’s, Dollar Tree, Party City, Salon In The Park
Westheimer Commons	Houston	Houston-Sugar Land-Baytown, TX		251,672		90.4	%	Fiesta Mart, Marshalls
Crossing at Fry Road	Katy	Houston-Sugar Land-Baytown, TX		237,340		100.0	%	Hobby Lobby, Kroger, Palais Royal, Stein Mart
Washington Square	Kaufman	Dallas-Fort Worth-Arlington, TX		64,230		81.3	%	AutoZone, Bealls (Stage Stores), Family Dollar
Jefferson Park	Mount Pleasant	Mount Pleasant, TX		132,096		82.1	%	Steeles, Super 1 Foods
Winwood Town Center	Odessa	Odessa, TX		366,091		100.0	%	H-E-B, Hastings, Office Depot, Ross Dress for Less, Target
Crossroads Center	Pasadena	Houston-Sugar Land-Baytown, TX		134,006		94.5	%	Kroger, Sears Hardware
Spencer Square	Pasadena	Houston-Sugar Land-Baytown, TX		194,512		94.8	%	Burke’s Outlet, Kroger
Pearland Plaza	Pearland	Houston-Sugar Land-Baytown, TX		156,661		95.6	%	Kroger, Palais Royal
Market Plaza	Plano	Dallas-Fort Worth-Arlington, TX		168,137		72.2	%	Central Market (H-E-B)
Preston Park *	Plano	Dallas-Fort Worth-Arlington, TX		239,401		91.7	%	Tom Thumb
Northshore Plaza	Portland	Corpus Christi, TX		152,144		88.9	%	Bealls (Stage Stores), H-E-B	Kmart
Klein Square	Spring	Houston-Sugar Land-Baytown, TX		80,857		82.8	%	Family Dollar, Food Town
Keegan’s Meadow	Stafford	Houston-Sugar Land-Baytown, TX		125,491		92.4	%	Palais Royal, Randalls (Safeway)
Texas City Bay	Texas City	Houston-Sugar Land-Baytown, TX		223,152		99.0	%	BP Engineering Facility, Kroger
Windvale	The Woodlands	Houston-Sugar Land-Baytown, TX		101,088		94.2	%	Randalls (Safeway)
The Centre at Navarro	Victoria	Victoria, TX		47,960		100.0	%	Hastings, Walgreens
VERMONT
Rutland Plaza	Rutland	Rutland, VT		224,514		98.0	%	Price Chopper, T.J.Maxx, Walmart
VIRGINIA
Spradlin Farm	Christiansburg	Blacksburg-Christiansburg-Radford, VA		180,220		97.1	%	Barnes & Noble, Big Lots, Michaels, T.J.Maxx	Target, The Home Depot
Culpeper Town Square	Culpeper	Culpeper, VA		132,882		100.0	%	Food Lion, Mountain Run Bowling, Tractor Supply Co.
Hanover Square	Mechanicsville	Richmond, VA		129,887		92.4	%	Gold’s Gym, Martin’s Food (Ahold)	Kohl’s
Jefferson Green	Newport News	Virginia Beach-Norfolk-Newport News, VA-NC		54,934		93.8	%	Tuesday Morning
Tuckernuck Square	Richmond	Richmond, VA		86,010		94.0	%	Chuck E. Cheese’s
Cave Spring Corners	Roanoke	Roanoke, VA		147,133		100.0	%	Hamrick’s, Kroger
Hunting Hills	Roanoke	Roanoke, VA		166,207		92.3	%	Kohl’s

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Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not
Owned(1)

Valley Commons

Salem

Roanoke, VA

45,580

81.6

Food Lion

Lake Drive Plaza

Vinton

Roanoke, VA

163,090

99.3

Big Lots, Goodwill, Kroger

Hilltop Plaza

Virginia
Beach

Virginia Beach-Norfolk-Newport News, VA-NC

151,133

91.0

Office Depot, PetSmart, Trader Joe’s

Ridgeview Centre

Wise

—

190,242

90.8

Grand Home Furnishings, Kmart

Belk

WEST VIRGINIA

Moundsville Plaza

Moundsville

Wheeling, WV-OH

176,156

93.0

Big Lots, Kroger

Grand Central Plaza

Parkersburg

Parkersburg-Marietta-Vienna, WV-OH

75,344

90.7

Office Depot, T.J.Maxx

WISCONSIN

Fitchburg Ridge Shopping Ctr

Fitchburg

Madison, WI

50,555

100.0

Wisconsin Dialysis

Spring Mall

Greenfield

Milwaukee-Waukesha-West Allis, WI

188,861

89.3

T.J.Maxx

Mequon Pavilions

Mequon

Milwaukee-Waukesha-West Allis, WI

218,116

84.6

Bed Bath & Beyond, Sendik’s Food Market

Moorland Square Shopping Ctr

New Berlin

Milwaukee-Waukesha-West Allis, WI

98,303

100.0

Pick ‘n Save

Walmart

Paradise Pavilion

West Bend

Milwaukee-Waukesha-West Allis, WI

209,249

92.3

Hobby Lobby, Kohl’s

ShopKo

*	Denotes an Acquired Property.

(1)	Anchor space that is not owned by us can drive additional traffic to our shopping centers.

(2)	We own a 20% interest in this shopping center.

We believe that all of the properties in the IPO Portfolio are suitable for use as a community or neighborhood shopping center.

Leases

Our anchor tenants generally have leases with original terms ranging from 10 to 20 years. Such leases frequently contain renewal options for one or more additional periods. Smaller tenants typically have leases with terms ranging from three to five years, which may or may not contain renewal options. Leases of the IPO Portfolio generally provide for the payment of fixed monthly rentals. Leases may also provide for the payment of additional rent based upon a percentage of the tenant’s gross sales above a certain threshold level. Leases typically contain contractual increases in base rentals over both the primary terms and renewal periods. Our leases generally include tenant reimbursements for common area costs, insurance and real estate taxes. Utilities are generally paid by tenants either through separate meters or reimbursement.

The foregoing general description of the characteristics of the leases of the IPO Portfolio is not intended to describe all leases, and material variations in the lease terms exist.

Competition

We face considerable competition in the leasing of real estate, which is a highly competitive market. We compete with a number of other companies in providing leases to prospective tenants and in re-leasing space to current tenants upon expiration of their respective leases. We believe that the principal competitive factors in attracting tenants in our market areas are location, co-tenants and physical conditions of our shopping centers. In this regard, we proactively manage and, where and when appropriate, redevelop and upgrade, our shopping centers, with an emphasis on maintaining high occupancy rates with a strong base of nationally and regionally recognized anchor tenants that generate substantial daily traffic. In addition, we believe that the breadth of our national portfolio of shopping centers, and the local knowledge and market intelligence derived from our regional operating team, allow us to maintain a competitive position.

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Environmental Exposure

We are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline retailing facilities). There may also be asbestos-containing materials at some of our properties. While we do not expect the environmental conditions at our properties, for which exposure has been mitigated through insurance coverage specific to environmental conditions, considered as a whole, to have a material adverse effect on us, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our portfolio.

Employees

As of June 30, 2013, we had approximately 475 employees. Four of our employees are covered by a collective bargaining agreement, and we consider our employee relations to be good.

Financial Information about Industry Segments

Our principal business is the ownership and operation of community and neighborhood shopping centers. We do not distinguish or group our operations on a geographical basis when measuring performance. Accordingly, we believe we have a single reportable segment for disclosure purposes in accordance with GAAP. In the opinion of our management, no material part of our and our subsidiaries’ business is dependent upon a single tenant, the loss of any one of which would have a material adverse effect on us, and no single tenant accounts for 5% or more of our consolidated revenues. During 2012, no single shopping center and no one tenant accounted for more than 5% of our consolidated assets or consolidated revenues.

Insurance

We maintain commercial liability, fire, extended coverage, earthquake, business interruption and rental loss insurance covering all of the properties in our portfolio. We select coverage specifications and insured limits which we believe to be appropriate given the relative risk of loss, the cost of the coverage and industry practice and the nature of the shopping centers in our portfolio. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. In the opinion of our management, all of the properties in our portfolio are currently, and upon completion of this offering will be, adequately insured. We do not carry

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insurance for generally uninsured losses such as loss from war. See “Risk Factors—Risks Related to Our Properties and Our Business—Any uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in our portfolio.”

Legal Proceedings

We are not presently involved in any material litigation arising outside the ordinary course of our business. However, we are involved in routine litigation arising in the ordinary course of business, none of which we believe, individually or in the aggregate, taking into account existing reserves, will have a material impact on our results of operations or financial condition.

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MANAGEMENT

Directors and Officers

The following table sets forth the names, ages and positions of our current directors and officers. We expect to add additional independent directors prior to the completion of this offering.


Name	Age		Position(s)
Michael A. Carroll		45	Chief Executive Officer and Director
John G. Schreiber		66	Chairman of the Board of Directors
A.J. Agarwal		47	Director
Michael Berman		55	Director Nominee
Anthony W. Deering		68	Director Nominee
Jonathan D. Gray		43	Director
Nadeem Meghji		33	Director
William D. Rahm		35	Director
William J. Stein		51	Director
Michael V. Pappagallo		54	President and Chief Financial Officer
Timothy Bruce		56	Executive Vice President, Leasing and Redevelopment
Steven F. Siegel		53	Executive Vice President, General Counsel & Secretary
Dean Bernstein		55	Executive Vice President, Acquisitions and Dispositions
Steven A. Splain		51	Executive Vice President, Chief Accounting Officer
Carolyn Carter Singh		50	Executive Vice President, Human Resources & Administration

Michael A. Carroll has served as our Chief Executive Officer since February 2009 and Director since 2013. From April 2007 through February 2009, Mr. Carroll was our Executive Vice President and Chief Operating Officer. From March 2005 through April 2007, Mr. Carroll was Executive Vice President, Real Estate Operations of New Plan Excel Realty Trust, Inc., the Company’s predecessor, and, from March 2002 to March 2005, was its Senior Vice President, Director of Redevelopment. Between November 1992 and March 2002, Mr. Carroll held various positions of increasing seniority at New Plan Excel Realty Trust, Inc., including Vice President, Asset Management, Vice President, Leasing and Senior Vice President, Director of Redevelopment. Mr. Carroll received a B.S.B.A. from Bowling Green State University and an M.B.A. from The University of Toledo.

John G. Schreiber has served as a Director since 2013. Mr. Schreiber is the President of Centaur Capital Partners, Inc. and a Partner and Co-Founder of Blackstone Real Estate Advisors. Mr. Schreiber has overseen all of Blackstone’s real estate investments since 1992. Previously, Mr. Schreiber served as Chairman and Chief Executive Officer of JMB Urban Development Co. and Executive Vice President of JMB Realty Corp. Mr. Schreiber currently serves on the board of JMB Realty Corp., General Growth Properties, Inc., Blackstone Mortgage Trust, Inc. and a number of mutual funds managed by T. Rowe Price Associates and is a past board member of Urban Shopping Centers, Inc., Host Hotels & Resorts, Inc., The Rouse Company and AMLI Residential Properties Trust, Inc. Mr. Schreiber graduated from Loyola University of Chicago and received an M.B.A. from Harvard Business School.

A.J. Agarwal has served as a Director since 2013. Mr. Agarwal is a Senior Managing Director in Blackstone’s Real Estate Group. Mr. Agarwal oversees North American acquisitions for the Real Estate Group. Prior to joining the Real Estate Group in 2010, Mr. Agarwal was a member of Blackstone’s Financial Advisory Group, leading the firm’s advisory practice in a number of areas, including real estate and leisure/lodging. Mr. Agarwal graduated magna cum laude from Princeton University and received an M.B.A. from Stanford University Graduate School of Business. Mr. Agarwal serves on the Board of Managers of Extended Stay Hotels.

Michael Berman is a nominee to our board of directors. Mr. Berman is the Chief Financial Officer of General Growth Properties, Inc. (“GGP”) and oversees its finance, accounting, capital markets, treasury, investor relations and corporation communications functions. He joined GGP in 2011, and has over 25 years of

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combined experience in the real estate and financial industries. Prior to his role as Chief Financial Officer of GGP, Mr. Berman served as executive vice president and Chief Financial Officer of Equity LifeStyle Properties. During 2003, Mr. Berman was an associate professor at the New York University Real Estate Institute. From 1997 to 2002, he was a managing director in the investment banking department at Merrill Lynch & Co. Mr. Berman holds an M.B.A. from Columbia University Graduate School of Business, a J.D. from Boston University School of Law and a bachelor’s degree from Binghamton University in New York. Mr. Berman is a member of the Columbia Business School Real Estate Advisory Board.

Anthony W. Deering is a nominee to our board of directors. Mr. Deering is Chairman of Exeter Capital, LLC, a private investment firm. Prior thereto, Mr. Deering served as Chairman of the Board and Chief Executive Officer of The Rouse Company, a large publicly-traded national real estate company, from 1997 to 2004. With The Rouse Company since 1972, Mr. Deering previously had served as Vice President and Treasurer, Senior Vice President and Chief Financial Officer and President and Chief Operating Officer. Mr. Deering serves as Lead Independent Director on the Boards of the T. Rowe Price Mutual Funds (includes 62 mutual funds), is a member of the Board of Directors of Under Armour, Inc. and is a member of the Deutsche Bank Americas Regional Client Advisory Board. Mr. Deering previously served on the Board of Directors of Vornado Realty Trust. Mr. Deering has served in the past as a director of Vornado Realty Trust and Mercantile Bank. He received a B.S. from Drexel University and an M.B.A. from the Wharton School, University of Pennsylvania.

Jonathan D. Gray has served as a Director since 2013. Mr. Gray is Blackstone’s global head of real estate and a member of the board of directors of Blackstone. He also sits on Blackstone’s management and executive committees. Since joining Blackstone in 1992, Mr. Gray has helped build the largest real estate platform in the world with approximately $64 billion in investor capital under management as of June 30, 2013. Mr. Gray received a B.S. in Economics from the Wharton School, as well as a B.A. in English from the College of Arts and Sciences at the University of Pennsylvania, where he graduated magna cum laude and was elected to Phi Beta Kappa. He currently serves as a board member of the Pension Real Estate Association and Trinity School and is Chairman of the Board of Harlem Village Academies.

Nadeem Meghji has served as a Director since 2013. Mr. Meghji is a Managing Director in Blackstone’s Real Estate Group. Since joining Blackstone, Mr. Meghji has been involved in various transactions, including the recapitalization of General Growth Properties and the acquisition of the Centro portfolio. Before joining Blackstone in 2008, Mr. Meghji worked as an associate at the Lionstone Group, a real estate fund focused on opportunistic investments across the United States. Mr. Meghji received a B.S. in Electrical Engineering from Columbia University, where he graduated summa cum laude. He received a J.D. from Harvard Law School and an M.B.A. from Harvard Business School.

William D. Rahm has served as a Director since 2013. Mr. Rahm is a Senior Managing Director of Centerbridge Partners, L.P., which he joined at its inception in 2006. He currently focuses on investments in the real estate, gaming and lodging sectors. Prior to joining Centerbridge, Mr. Rahm was a member of Blackstone’s real estate private equity group, where he completed investments in lodging businesses and real estate assets. Mr. Rahm graduated cum laude from Yale College. He received his J.D. cum laude from Harvard Law School and his M.B.A. with distinction from Harvard Business School. Mr. Rahm serves on the Board of Managers of Extended Stay Hotels, Inc. and the Board of Directors for Carefree Communities, Inc.

William J. Stein has served as a Director since 2011. Mr. Stein is a Senior Managing Director and Global Head of Asset Management in Blackstone’s Real Estate Group. Since joining Blackstone in 1997, Mr. Stein has been involved in the direct asset management and asset management oversight of Blackstone’s global real estate assets. Before joining Blackstone, Mr. Stein was a Vice President at Heitman Real Estate Advisors and JMB Realty Corp. Mr. Stein received a B.B.A. from the University of Michigan and an M.B.A. from the University of Chicago.

Michael V. Pappagallo has served as our President and Chief Financial Officer since May 2013. From April 2010 to May 2013, Mr. Pappagallo was Chief Operating Officer of Kimco Realty Corporation (“Kimco”). From May 1997 to April 2010, Mr. Pappagallo served as Chief Financial Officer of Kimco. Prior to joining Kimco in

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1997, Mr. Pappagallo was the Chief Financial Officer of G.E. Capital’s commercial real estate financing business, and held various other financial and business development positions. Mr. Pappagallo’s background also includes nine years at the accounting firm KPMG LLP, where he served as Senior Manager in the audit group, responsible for serving a variety of clients in industries ranging from financial services to manufacturing. Mr. Pappagallo received a B.B.A. in Accounting from Iona College.

Timothy Bruce has served as our Executive Vice President, Leasing and Redevelopment since August 2011. From January 2011 to July 2011, Mr. Bruce was employed by Westfield Holdings Limited as Senior Vice President, Regional Leader of the Northeast and, from November 2009 to December 2010, consulted for U.S. Land Acquisition, LLC. From September 2002 to August 2009, Mr. Bruce was employed by DDR Corp. as Executive Vice President of Development and, from December 1998 to August 2002, was employed by Acadia Realty Trust as Senior Vice President of Leasing. Mr. Bruce received a B.A. from the School of Architecture at the University of Illinois at Chicago and a Masters of Management degree from the J.L. Kellogg Graduate School of Business at Northwestern University.

Steven F. Siegel has served as our Executive Vice President, General Counsel since April 2007 and, in May 2007, was also appointed Secretary. From March 2002 to April 2007, Mr. Siegel was Executive Vice President of New Plan Excel Realty Trust, Inc. and was its General Counsel since 1991. Mr. Siegel joined New Plan Excel Realty Trust, Inc. in 1991 and was a Senior Vice President from September 1998 to March 2002. Mr. Siegel received a B.S. and a J.D. from St. John’s University.

Dean Bernstein has served as our Executive Vice President, Acquisitions and Dispositions since April 2007. From 2005 to April 2007, Mr. Bernstein was Executive Vice President, Acquisitions/Dispositions of New Plan Excel Realty Trust, Inc. Mr. Bernstein joined New Plan Excel Realty Trust, Inc. in 1991 and was its Senior Vice President, Acquisitions/Dispositions from January 2001 to February 2005 and its Senior Vice President, Finance from September 1998 to January 2001. Mr. Bernstein received a B.S. from the Syracuse University School of Management and an M.B.A. from New York University.

Steven A. Splain has served as our Chief Accounting Officer since April 2007 and, in July 2008, was also named an Executive Vice President. Prior thereto, Mr. Splain served as Senior Vice President, Chief Accounting Officer of New Plan Excel Realty Trust, Inc. Prior to his joining New Plan Excel Realty Trust, Inc. in 2000, Mr. Splain spent five years as Corporate Controller of Grove Property Trust and ten years as a tax manager specializing in real estate with Blum, Shapiro & Co., a certified public accounting firm. Mr. Splain received a B.S. from Southern Connecticut State University.

Carolyn Carter Singh has served as our Executive Vice President, Human Resources & Administration since July 2010. From April 2007 through July 2010, Ms. Singh served as our Senior Vice President, Human Resources & Administration. Until April 2007, she was Senior Vice President, Human Resources & Administration of New Plan Excel Realty Trust, Inc., having joined New Plan Excel Realty Trust, Inc. as Director of Human Resources in 2001. Ms. Singh received a B.A. from Rowan University.

There are no family relationships among any of our directors or executive officers.

Our Corporate Governance

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:

•

our Sponsor and members of our management will only have voting power in Brixmor Property Group Inc. relating to their shares and, accordingly, investors in this offering will have voting power in a percentage that is greater than their percentage ownership of the Outstanding Brixmor Interests;

•

our Sponsor has advised us that, when it ceases to own a majority of the shares of Brixmor Property Group Inc., it will ensure that Blackstone employees will no longer constitute a majority of our board of directors;

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•

our board of directors is not classified and each of our directors is subject to re-election annually, and we will not classify our board of directors in the future without the approval of the stockholders of Brixmor Property Group Inc.;

•

we will have a fully independent audit committee and independent director representation on our compensation and nominating and governance committees immediately at the time of the offering, and our independent directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors;

•

at least one of our directors will qualify as an “audit committee financial expert” as defined by the SEC;

•

we will opt out of the Maryland business combination and control share acquisition statutes, and in the future will not opt in without stockholder approval; and

•

we do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without stockholder approval.

Blackstone has advised us that it does not intend to vote in favor of the classification of our board, an opt-in to the Maryland business combination statute or control share acquisition statute or the adoption of a stockholder rights plan.

Composition of the Board of Directors after this Offering

Prior to the completion of this offering, we expect that additional, independent directors will be elected to our board of directors.

Upon completion of this offering, our charter and bylaws will provide that our board of directors will consist of such number of directors as may from time to time be fixed by our board of directors, but may not be more than 15 or fewer than the minimum number permitted by Maryland law, which is one. So long as our pre-IPO owners and their affiliates together continue to beneficially own at least 5% of the total Outstanding Brixmor Interests, we will agree to nominate individuals designated by our Sponsor for election as our directors as specified in our stockholders’ agreement and our Sponsor must consent to any change to the number of our directors. Each director will serve until our next annual meeting and until his or her successor is duly elected and qualifies or until the director’s earlier death, resignation or removal. For a description of our board of directors and our Sponsor’s right to require us to nominate its designees, see “Material Provisions of Maryland Law and of Our Charter and Bylaws—Election and Removal of Directors” and “Certain Relationships and Related Person Transactions—Stockholders’ Agreement.”

Background and Experience of Directors

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. In particular, the members of our board of directors considered the following important characteristics, among others:

•

Mr. Carroll—our board of directors considered Mr. Carroll’s extensive familiarity with our business and portfolio and his thorough knowledge of our industry owing to his 21-year history with the Company and its predecessors, serving in various senior and executive capacities.

•

Mr. Schreiber—our board of directors considered Mr. Schreiber’s extensive experience with, and strong record of success in investing in, real estate-related assets, particularly in light of his having co-

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founded Blackstone Real Estate Advisors, as well as his significant experience in serving as a director of various other companies, including real estate companies.

•

Mr. Agarwal—our board of directors considered Mr. Agarwal’s expertise as a Senior Managing Director in evaluating real estate acquisitions in the North American region and his financial advisory background in the real estate and leisure/lodging sector.

•

Mr. Berman—our board of directors considered Mr. Berman’s extensive experience in the real estate and finance industries, including in the retail property sector in particular, and his familiarity with financial reporting and accounting matters.

•

Mr. Deering—our board of directors considered Mr. Deering’s extensive experience in the real estate industry, including serving as Chairman of the Board and Chief Executive Officer of The Rouse Company, his familiarity with financial reporting and accounting matters and his significant experience in serving as a director of other public companies.

•

Mr. Gray—our board of directors considered Mr. Gray’s depth and breadth of success serving as Blackstone’s global head of real estate, the largest real estate platform in the world, as well as the experience he brings, having served on the boards of a diverse group of entities.

•

Mr. Meghji—our board of directors considered Mr. Meghi’s knowledge and experience based on his transactional and investment advisory background at Blackstone and at a real estate fund, together with his knowledge of the company through his involvement in the acquisition of the Centro portfolio.

•

Mr. Rahm—our board of directors considered Mr. Rahm’s extensive experience resulting from his focus on investments in the real estate, gaming and lodging sector at Centerbridge, his directorship experience and his knowledge of the company.

•

Mr. Stein—our board of directors considered Mr. Stein’s 16-year tenure with Blackstone involving the direct asset management and asset management oversight of Blackstone’s global real estate assets, as well as his prior executive positions at other real estate advisory firms.

Controlled Company Exception

After the completion of this offering, affiliates of our Sponsor who are party to the stockholders’ agreement will continue to beneficially own shares representing more than 50% of the voting power of our shares eligible to vote in the election of directors. As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our board of directors consist of independent directors, (2) that our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that our board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. For at least some period following this offering, we intend to utilize these exemptions. As a result, following this offering, the majority of our directors will not be independent and we will not have a nominating and corporate governance committee or a compensation committee that is comprised entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. In the event that we cease to be a “controlled company” and our shares continue to be listed on the NYSE, we will be required to comply with these provisions within the transition periods specified in the NYSE corporate governance rules.

Committees of the Board of Directors

Prior to the completion of this offering, our board of directors will establish an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

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Audit Committee

Upon the completion of this offering, we expect to have an Audit Committee, consisting of Messrs. Berman, Deering and Rahm. Messrs. Berman, Deering and Rahm qualify as independent directors under NYSE corporate governance standards and the independence requirements of Rule 10A-3 of the Exchange Act. The purpose of the Audit Committee will be to assist our board of directors in overseeing and monitoring (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the selection of our independent registered public accounting firm, (4) the independent registered public accounting firm’s qualifications and independence and (5) the performance of the independent registered public accounting firm. The Audit Committee will also be responsible for preparing the Audit Committee report that is included in our annual proxy statement.

Compensation Committee

Upon the completion of this offering, we expect to have a Compensation Committee, consisting of Messrs. Schreiber, Stein and Rahm. The Compensation Committee will be responsible for approving, administering and interpreting our compensation and benefit policies, including our executive officer incentive programs. It will review and make recommendations to our board of directors to ensure that our compensation and benefit policies are consistent with our compensation philosophy and corporate governance guidelines. The Compensation Committee will also be responsible for establishing the compensation of our executive officers.

Nominating and Corporate Governance Committee

Upon the completion of this offering, we expect to have a Nominating and Corporate Governance Committee, consisting of Messrs. Stein, Rahm and Agarwal. The purpose of the Nominating and Corporate Governance Committee will be to oversee our governance policies, nominate directors (other than Sponsor Directors) for election by stockholders, recommend committee chairpersons and, in consultation with the committee chairpersons, recommend directors for membership on the committees of the board. In addition, the Nominating and Corporate Governance Committee will assist our board of directors with the development of our Corporate Governance Guidelines.

Director Compensation

None of our directors received compensation for fiscal 2012. Our employee directors employed by Blackstone or Centerbridge receive no additional compensation for serving on our board of directors or committees thereof. We anticipate that each outside director (other than the directors employed by Blackstone or by Centerbridge) will be entitled to receive an annual retainer in the amount of $60,000 payable in cash and annual committee fees of $17,500 payable in cash (or $22,500 payable in cash for the director serving as chairperson of the audit committee of the board) and will receive, at the time of this offering, a grant of restricted stock or restricted stock units under the 2013 Omnibus Incentive Plan described below in an amount having a value of $100,000 based on the initial public offering price. The restricted stock or restricted stock units will vest on the first anniversary of the grant date.

Executive Compensation

Compensation Discussion and Analysis

Our executive compensation plan is designed to attract and retain individuals with the qualifications to manage and lead the Company as well as to motivate them to develop professionally and contribute to the achievement of our financial goals and ultimately create and grow our equity value.

Our named executive officers for 2012 were:

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Michael Carroll, our Chief Executive Officer;

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•

Tiffanie Fisher, our former Executive Vice President, Chief Financial Officer who served as our principal financial officer throughout fiscal 2012; and

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Our three other most highly compensated executive officers who served in such capacities at December 31, 2012, namely,

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Steven F. Siegel, our Executive Vice President, General Counsel and Secretary;

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Dean Bernstein, our Executive Vice President, Acquisitions and Dispositions; and

•

Timothy Bruce, our Executive Vice President, Leasing and Redevelopment.

Ms. Fisher served as our Executive Vice President, Chief Financial Officer from April 2009 until her resignation from these positions effective May 20, 2013, and Ms. Fisher continued her employment with the Company through July 31, 2013. On May 20, 2013, Michael V. Pappagallo became our President and Chief Financial Officer.

Executive Compensation Objectives and Philosophy

Our primary executive compensation objectives are to:

•

attract, retain and motivate senior management leaders who are capable of advancing our mission and strategy and ultimately, create and maintain our long-term equity value;

•

reward senior management in a manner aligned with our financial performance and individuals goals; and

•

align senior management’s interests with our equity owners’ long-term interests through equity participation and ownership.

To achieve our objectives, we deliver executive compensation through a combination of the following components: (1) base salary; (2) annual cash incentive compensation; (3) long-term equity compensation; (4) other employee benefits and perquisites; and (5) severance benefits. In 2012, there was one additional element of compensation, relating to a cash incentive plan that existed prior to the Acquisition, which we assumed.

Compensation Determination Process

Presently, our board of directors does not have a compensation committee and, for fiscal 2012, compensation decisions about executive compensation were made by the board of BPG Subsidiary. For fiscal 2012 compensation, BPG Subsidiary’s board did not use any compensation consultants in making its compensation determinations and did not benchmark any of its compensation determinations against a peer group. Mr. Carroll, as a member of BPG Subsidiary’s Board, generally participated in discussions and deliberations with BPG Subsidiary’s board of directors regarding the determinations of annual cash incentive awards for our executive officers. Specifically, he made recommendations to BPG Subsidiary’s board regarding the performance targets to be used under our annual bonus plan and the amounts of annual cash incentive awards. Mr. Carroll does not participate in deliberations regarding his own compensation.

In connection with this offering, we will establish a compensation committee that will be responsible for making all executive compensation determinations. We also intend to review, and have engaged a compensation consultant to assist us in evaluating, the elements and levels of our executive compensation, including base salaries, annual cash incentive awards and annual equity-based incentives for our named executive officers. See “Compensation Actions Taken in 2013.”

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Compensation Elements

Base Salary

Base salary compensates our executives for performing the requirements of their positions and provides them with a level of cash income predictability and stability with respect to a portion of their total compensation. The board believes that the level of an executive officer’s base salary should reflect that executive officer’s performance, experience and breadth of responsibilities, salaries for similar positions within the community and in our industry generally, and any other factors relevant to that particular job. The minimum base salary payable to each named executive officer is set by the terms of an employment agreement entered into with each named executive officer, the material terms of which are summarized in the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers” below. Each executive officer is reviewed annually and is eligible for a discretionary annual merit increase. Base salaries may also be adjusted at other times to deal with competitive pressures or changes in job responsibilities.

In March 2012, as part of the annual merit review, BPG Subsidiary’s board increased the base salary of each of Ms. Fisher and Messrs. Siegel and Bernstein effective January 1, 2012 by the standard company-wide salary adjustment and determined to maintain Mr. Carroll at his current base salary. Mr. Bruce joined the Company in August 2011 and, accordingly, his base salary was not increased in 2012.

The following table reflects our named executive officers’ base salaries at the end of 2011 and 2012.


Name	Base Salary as of December 31, 2011		Base Salary as of December 31, 2012
Michael A. Carroll	$	800,000	$	800,000
Timothy Bruce	$	400,000	$	400,000
Steven F. Siegel	$	421,199	$	427,517
Dean Bernstein	$	377,216	$	382,875
Tiffanie Fisher	$	500,000	$	507,500

Annual Cash Incentive Compensation

In order to motivate our named executive officers to achieve short-term performance goals and tie a portion of their cash compensation to actual performance, each named executive officer is eligible for annual cash incentive awards under our annual bonus plan (“Annual Bonus Plan”) based on achievement of a corporate financial target and individual qualitative goals, each set at the beginning of a fiscal year, with the threshold, target and maximum payout amounts based on a percentage of the named executive officer’s base salary. The named executive officers’ threshold, target and maximum payout amounts were as follows based on the following percentages provided in their respective employment agreement.


Name	Threshold			Target			Maximum
Michael A. Carroll		75	%		100	%		150	%
Timothy Bruce		49	%		65	%		85	%
Steven F. Siegel		49	%		65	%		85	%
Dean Bernstein		49	%		65	%		85	%
Tiffanie Fisher		75	%		100	%		125	%

For fiscal 2012, the Annual Bonus Plan rewarded eligible employees, including our named executive officers, based on a combination of (1) a financial target measured by BPG Subsidiary’s net operating income (the “BPG Financial Component”) and (2) the participant’s individual qualitative performance, with each component comprising 50% of the total award. Under the Annual Bonus Plan, the BPG Financial Component of the bonus would be paid at 100% if BPG Subsidiary achieved a net operating income target of $758 million for fiscal 2012. The portion of the bonus pool allocated to the BPG Financial Component would be increased $0.13 for each $1.00 earned above the financial target up to a cap. Participants were eligible to receive the threshold

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payout amount with respect to the BPG Financial Component if BPG Subsidiary achieved $740 million in net operating income for fiscal 2012 and were eligible to receive the maximum payout amount with respect to the BPG Financial Component if BPG Subsidiary achieved $772 million in net operating income for fiscal 2012, with actual payouts interpolated between the minimum, target and maximum amounts according to the actual BPG Financial Component achieved. For fiscal 2012, BPG Subsidiary achieved a net operating income slightly above the BPG Financial Component net operating income target, yielding a nominal additional bonus payout under the BPG Financial Component.

Participants were also evaluated based on pre-established individual qualitative performance goals. Mr. Carroll’s individual goals included increasing the Company’s market positioning, optimizing operations, completing financial initiatives and cost savings, fostering high-functioning management team and improving the integration of various operations. Mr. Bruce’s individual goals included accomplishing key financial goals measured against operating income and occupancy, focusing on capital spending initiatives to maximize return on invested capital, developing methods to achieve operational goals and fostering retailer relationships at senior levels. Mr. Siegel’s individual goals included assisting in and closing various refinancings, acquisitions and dispositions, resolving various legal issues at property locations and overseeing and resolving various other legal matters. Mr. Bernstein’s individual goals included successfully identifying and disposing of non-core assets, acquiring anchor tenants in high-barrier markets, coordinating initiatives and goals of the property management group and creating greater efficiencies in the property management program. Ms. Fisher’s individual goals included actively managing financial reporting, reducing company-wide expenses, improving efficiencies, maximizing revenues and promoting a team-oriented environment. In connection with fiscal 2012 compensation, BPG Subsidiary’s board considered the performance of the named executive officers and determined that each either achieved or outperformed his or her individual qualitative performance goals.

As detailed in the following table, actual amounts paid under the Annual Bonus Plan were calculated by multiplying each named executive officer’s base salary by his or her target bonus potential, which was then adjusted by an achievement factor based on the combined achievement of the BPG Financial Component and the individual performance goals. Each of the named executive officers earned an Annual Bonus for 2012 as follows:


Name	2012 Base Salary		Target Bonus as a Percentage of Base Salary			Target Bonus Potential		Combined Achievement Factor as a Percentage of Target			2012 Annual Bonus
Michael A. Carroll	$	800,000		100	%	$	800,000		136	%	$	1,086,040
Timothy Bruce	$	400,000		65	%	$	260,000		120	%	$	313,208
Steven F. Siegel	$	427,517		65	%	$	277,886		118	%	$	328,342
Dean Bernstein	$	382,875		65	%	$	248,869		118	%	$	294,056
Tiffanie Fisher	$	507,500		100	%	$	507,500		105	%	$	534,791

Existing Cash Incentive Plan Assumed in the Acquisition

Our predecessor parent company had a cash incentive plan that remained in effect at the time of the Acquisition. As part of the Acquisition, and to incentivize senior management to remain committed to and aligned with the ongoing success of the consolidated entity, our predecessor parent company’s obligations under this existing incentive plan was assumed with payments made in accordance with their terms.

Predecessor LTCP Payment . In October 2009, our predecessor parent company established a long-term compensation plan (the “Predecessor Long-Term Compensation Plan”), which was aimed to (1) align the interests of the executive officers and key employees with that of the predecessor parent company’s security holders, (2) provide long-term compensation to award achievement of our predecessor parent company’s overall strategy with particular emphasis on achieving specified recapitalization goals and (3) ensure that our predecessor parent company’s compensation framework was competitive and consistent with market practice. The Predecessor Long-Term Compensation Plan provided for payments in three tranches where eligible employees received 25% of the award in January 2011 and 25% of the award in July 2011. To further incentivize

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key employees to remain with the Company following the recapitalization, the terms of the Predecessor Long-Term Compensation Plan provided that the eligible employee would receive the remaining 50% of the award on July 31, 2012, provided they had not been terminated for cause or voluntarily resigned prior to this payment date. BPG Subsidiary’s board determined that the predetermined recapitalization goals had been met, and amounts for the remaining third tranche paid to the named executive officers in 2012 under the Predecessor Long-Term Compensation Plan (the “Predecessor LTCP Payments”) were as follows and are included in the “Non-Equity Incentive Plan” column of the “Summary Compensation Table”:


Name	2012 Predecessor LTCP Payments
Michael A. Carroll	$	945,000
Timothy Bruce (1)		—
Steven F. Siegel	$	412,500
Dean Bernstein	$	315,000
Tiffanie Fisher	$	487,500

(1)	As Mr. Bruce joined the Company following the Acquisition, he was not an eligible employee under the Predecessor Long-Term Compensation Plan.

There are no remaining payments to be made under the Predecessor Long-Term Compensation Plan.

Acquisition-Related Retention Bonuses

As a result of the Acquisition and BPG Subsidiary’s board’s determination of the importance of the retention of certain key employees, including each of the named executive officers, BPG Subsidiary’s board awarded retention bonuses intended to incentivize these key employees to remain with us through the applicable payment dates. Retention bonuses were awarded for both short-term and long-term retention, the terms of which are set forth in the named executive officers’ respective employment agreements described below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers.”

With respect to the short-term retention bonus (the “Retention Bonus”), 50% of the Retention Bonus was payable to each of the named executive officers on November 1, 2011, and the remaining 50% of the Retention Bonus was payable on or about June 28, 2013, provided the named executive officer had not been terminated for cause or resigned other than as a result of a “constructive termination” (as defined below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers”). The Retention Bonus is reflected in the “Bonus” column of the “Summary Compensation Table.”

The full amount of each named executive officer’s Retention Bonus (including the amount paid in 2011) reflected the severance upon a specified termination of employment that such named executive officer was entitled to receive under his or her employment agreement in effect with our predecessor parent company prior to the Acquisition. No amounts of the Retention Bonus were earned or payable in 2012.


Name	Retention Bonus Paid in 2013
Michael A. Carroll	$	554,431
Timothy Bruce (1)		—
Steven F. Siegel	$	362,957
Dean Bernstein	$	305,914
Tiffanie Fisher (2)	$	342,052

(1)	As Mr. Bruce joined the Company following the Acquisition, he was not eligible for the Retention Bonus.

(2)	This amount was paid in connection with Ms. Fisher’s Separation Agreement described below under “Compensation Actions Taken During 2013—Fisher Separation Agreement.”

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With respect to the long-term retention bonus (the “Brixmor LTIP Retention Payment”), the respective amounts are payable to the named executive officers, provided the named executive officer has not been terminated for cause or resigned other than as a result of a “constructive termination” on the first to occur of the following dates: (1) June 28, 2014, (2) the occurrence of a change in control and (3) the date that is six months following specified capital transactions. The consummation of this offering will trigger the Brixmor LTIP Retention Payment, which will become payable six months following such date.

The amount of each named executive officer’s Brixmor LTIP Retention Payment was determined based on each respective executive officer’s position, role and responsibilities within the organization, and the Brixmor LTIP Retention Payment for each named executive officer is as follows:


Name	Brixmor LTIP Retention Payment
Michael A. Carroll	$	1,000,000
Timothy Bruce	$	350,000
Steven F. Siegel	$	400,000
Dean Bernstein	$	350,000
Tiffanie Fisher (1)	$	600,000

(1)	In connection with her resignation, Ms. Fisher forfeited the full amount of her Brixmor LTIP Retention Payment.

Long-Term Equity Compensation

Equity Incentive Awards in the Partnerships that Own Brixmor

Each of the named executive officers has been granted long-term incentive awards that are designed to promote our interests by providing management employees with equity interests as an incentive to remain in the Company’s service and align executives’ interests with those of the Company’s equity holders and ultimate parent investors. BRE Retail Holdco L.P. and Blackstone Retail Transaction II Holdco L.P. (the “Partnerships”) granted these long-term incentive awards to the named executive officers in the form of Class B Units in each of the Partnerships. Investment funds affiliated with the Partnerships and our Sponsor hold the Class A-1 Units. The principal terms of each of these grants are summarized immediately below and under “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards—Equity Awards” and “Potential Payments Upon Termination or Change in Control.”

The Class B Units of the Partnerships are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in the equity value of the Partnerships that exceeds a specified threshold. Therefore the Class B Units only have value to the extent there is an appreciation in the value of our business from and after the applicable date of grant and the appreciation exceeds a specified threshold. In addition, the vesting of one-half of the Class B Units is subject to our Sponsor achieving minimum internal rates of return on its investment in Class A Units, as described further below.

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The number of Class B Units granted to each named executive officer was determined based on each named executive officer’s position, role and responsibilities within the organization as well as the overall market practice for privately held portfolio companies of private equity firms. No equity awards of Class B Units in the Partnerships were made to the named executive officers during 2012, and the previous grants of Class B Units in the Partnerships to the named executive officers were as follows:


Name	Class B Units Granted (#)
Michael A. Carroll		24,210,526
Timothy Bruce		8,473,684
Steven F. Siegel		9,684,210
Dean Bernstein		8,473,684
Tiffanie Fisher (1)		14,526,316

(1)	In connection with her resignation, Ms. Fisher forfeited all of her Class B Units in the Partnerships.

Of the Class B Units in the Partnerships granted to the named executive officers, 25% are scheduled to vest on June 28, 2014, and 25% are scheduled to vest on June 28, 2016 (referred to as “time-vesting units”), in each case, subject to the named executive officer’s continued employment through such anniversary. The remaining 50% of the Class B Units in the Partnerships (referred to as “exit-vesting units”) and any then unvested time-vesting Class B Units are currently scheduled to vest on the date, if any, that our Sponsor receives, in respect of its aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the named executive officer’s continued employment on such date. In connection with this offering, we expect to accelerate the vesting of one-half of the exit-vesting units held by our named executive officers (meaning 25% of the Class B Units will be vested immediately following the offering, 25% will be scheduled to vest on June 28, 2014, 25% will be scheduled to vest on June 28, 2016 and 25% (plus any then unvested time-vesting units) will vest when the internal rate of return condition is satisfied).

In addition to the Class B Unit grants described above, Messrs. Carroll and Siegel as well as other members of management also purchased for cash Class A-2 Units in each of the Partnerships. The Class A-2 Units are equity interests, have economic characteristics that are similar to those of shares of common stock in a corporation and have no vesting schedule.

In connection with this offering, we expect that our executive officers (including our named executive officers) will surrender their units in the Partnerships and receive in exchange (i) shares of our common stock as to units held in BRE Retail Holdco L.P. and shares of common stock in BPG Subsidiary as to units held in Blackstone Retail Transaction II Holdco L.P. and (ii) a cash payment equal to approximately $6.0 million (the “Cash Payment”) to be paid pro rata to all Class B Unitholders, of which approximately $4.5 million will be paid by BRE Retail Holdco L.P. and approximately $1.5 million of which will be paid by Blackstone Retail Transaction II Holdco L.P. With respect to the units in BRE Retail Holdco L.P., the Class A-2 Units will be surrendered for shares of our common stock, and the Class B Units will be surrendered for shares of our restricted stock and approximately $4.5 million of the Cash Payment. With respect to the units in Blackstone Retail Transaction II Holdco L.P., the Class A-2 Units will be surrendered for shares of BPG Subsidiary’s common stock, and the Class B Units will be surrendered for shares of BPG Subsidiary’s restricted stock and approximately $1.5 million of the Cash Payment. The BPG Subsidiary shares, as described in further detail under “Summary—Our Organizational Structure” and “Organizational Structure,” will be exchangeable at the option of the holder for an equivalent number of shares of our common stock or, at our option, cash based upon the value of an equivalent number of shares of our common stock. The number of our and BPG Subsidiary’s shares of common stock and restricted stock delivered to these equity holders of the Partnerships will be determined in a manner intended to replicate the respective economic value associated with the Class A-2 Units and the Class B Units, as applicable, based upon the valuation derived from the initial public offering price. The Partnerships elected to make the Cash Payment to reduce the number of fully vested shares of common stock of Brixmor and BPG Subsidiary that would otherwise be deliverable in the conversion and to provide some liquidity to holders of

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Class B Units. The Partnerships (and not Brixmor) will fund the Cash Payment. The Cash Payment will be accounted for as additional compensation and included in our general and administrative expense upon completion of the IPO Property Transfers. The restricted stock delivered upon the surrender of the Class B Units in the Partnerships will be subject to the same vesting terms and restrictive covenants as those applicable to the unvested Class B Units in the Partnerships immediately prior to such transaction. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Critical Accounting Policies—Stock Compensation” for additional information concerning the accounting treatment of stock based compensation.

Equity Awards in the Acquired Properties We Manage

In addition to the Class B Units in the Partnerships, in 2012, some of our executive officers, including our named executive officers, received BRE Units in BRE Southeast Retail, as compensation for services the executives provided with respect to the Acquired Properties under a retail asset management agreement between our subsidiary, Brixmor Southeast Retail Manager LLC, and BRE Southeast Retail. See “Certain Relationships and Related Person Transactions—Property Management Agreements.” The BRE Units are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in the equity value of BRE Southeast Retail that exceeds a specified threshold. Therefore, the BRE Units only have value to the extent there is an appreciation in the value of BRE Southeast Retail’s business from and after the applicable date of grant and the appreciation exceeds a specified threshold). The BRE Units have vesting terms that are substantially similar to the Class B Units in the Partnerships described above, with 25% of the BRE Units scheduled to vest on December 20, 2014 and 25% of the BRE Units scheduled to vest on December 20, 2016, in each case, subject to the named executive officer’s continued employment on such date, and the remaining 50% of the BRE Units and any then unvested time-vesting BRE Units are scheduled to vest on the date, if any, when the sponsors of BRE Southeast Retail receive, in respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the named executive officer’s continued employment on such date. In connection with this offering and the IPO Property Transfers, we expect BRE Southeast Retail to fully accelerate the vesting of the BRE Units. The BRE Units granted to our named executive officers in 2012 are included in the “Grants of Plan-Based Awards Table” and the “Outstanding Equity Awards at 2012 Fiscal Year End” table. In addition to the BRE Units, Messrs. Carroll and Bruce, also purchased at a discount Class A-2 Units of BRE Southeast Retail. The Class A-2 Units are equity interests, have economic characteristics that are similar to those of shares of common stock in a corporation and have no vesting schedule.

In connection with the IPO Property Transfers, we expect that the Class A-2 unit holders and the BRE Unit holders will surrender their units and receive common units of partnership interests in our operating partnership (“OP Units”), with the number of OP Units delivered determined in a manner intended to replicate the respective economic benefit provided by such units based upon the valuation derived from the initial public offering price relative to the BRE Southeast Retail assets that comprise the Acquired Properties. See “Organizational Structure—Management Interests in Acquired Properties” for additional information concerning the OP Units that will be issued in exchange for BRE Units and Class A-2 Units and the associated accounting treatment thereof. As described in further detail under “Summary—Our Organizational Structure” and “Organizational Structure,” these OP Units will be redeemable at the option of the holder for cash, based upon the value of an equivalent number of shares of our common stock at the time of the election to redeem, subject to our right to acquire the OP Units tendered for redemption in exchange for an equivalent number of shares of our common stock. We expect the OP Units delivered upon the surrender of the BRE Units will be fully vested.

Other Employee Benefits & Perquisites

We provide to all our employees, including our named executive officers, broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security. Our named executive officers are eligible to receive the same benefits, including life and health benefits and vacation, holiday and sick time, that are available to all employees. Our employees, including the named executive officers, are also eligible to participate in a tax-qualified 401(k) plan. Employees may contribute to the 401(k), on a pre-tax basis, between 0% and 50% of their annual pay, up to the maximum allowable amount

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permitted by the IRS, and we match 100% of the first 3% of the employee’s contribution in order to encourage employee participation. Our named executive officers also receive supplemental long-term disability coverage, executive medical and dental benefits and, in limited circumstances, modest perquisites such as automobile allowances. These other employee benefits perquisites are reflected in the “All Other Compensation” column of the “Summary Compensation Table” below and the accompanying footnote. The board believes that providing modest perquisites is both customary among our peers and necessary for attracting and retaining talent.

Severance Benefits

The board believes that severance arrangements are necessary to attract and retain the talent necessary for our long-term success, and views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Pursuant to the terms of their employment agreements, each of our named executive officers has severance protection in the case of specified qualifying termination events. The severance payments under these agreements are contingent upon the affected executive’s compliance with specified post-termination restrictive covenants. See “Potential Payments Upon Termination or Change in Control” for descriptions of payments to be made under these agreements.

Compensation Actions Taken During 2013

Pappagallo Employment Agreement and Equity Awards

In connection with his appointment as President and Chief Financial Officer, BPG Subsidiary and Mr. Pappagallo entered into an employment agreement, dated as of June 24, 2013. Mr. Pappagallo’s employment agreement provides for a three year employment term, which automatically renews at the end of the term for one-year periods unless either party provides advance notice of non-renewal. Under his employment agreement, Mr. Pappagallo is entitled to receive an annual base salary of $750,000, subject to periodic adjustments as may be approved by the board of directors, and to participate in BPG Subsidiary’s annual cash bonus plan with the potential payout based on a threshold of 75%, a target of 100% and a maximum of 150% of Mr. Pappagallo’s base salary (prorated for 2013 based on the portion of the year employed). Mr. Pappagallo is also eligible to participate in the life and welfare benefit plans and retirement plans and receive other benefits provided to all of our senior employees. Mr. Pappagallo is also entitled to severance benefits upon specified terminations on terms substantially similar to the other named executive officers and described under “Potential Payments Upon Termination or Change in Control.”

Mr. Pappagallo’s employment agreement also contains restrictive covenants, including an indefinite covenant on confidentiality of information and covenants related to non-competition and non-solicitation of employees and customers of BPG Subsidiary and its affiliates at all times during Mr. Pappagallo’s employment, and for two years after any termination of his employment (except with respect to the non-compete, other than after a termination for cause or a termination that occurs after our Sponsor ceases to beneficially own any of our common stock).

Mr. Pappagallo also entered into subscription agreements pursuant to which he received long-term equity incentive awards consisting of 20,578,947 Class B Units in the Partnerships, 998,393 BRE Units and 455,511 Throne Units (described and defined below), in each case, with vesting commencing on May 20, 2013. As a result, 25% of all his Class B Units are scheduled to vest on May 20, 2016, 25% of all his Class B Units are scheduled to vest on May 20, 2018 and his remaining Class B Units and any then unvested time-vesting Class B Units are scheduled to vest on the date, if any, that the respective sponsors in the Partnerships, BRE Southeast Retail and BRE Throne receive, in respect of their Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to Mr. Pappagallo’s continued employment on such date. We expect Mr. Pappagallo will surrender his units in each of these entities and receive our restricted stock and his pro rata portion of the Cash Payment (to be paid by BRE Retail Holdco L.P. and Blackstone Retail Transaction II Holdco L. P. as described above) as to his Class B Units in BRE Retail Holdco L.P., restricted stock in BPG Subsidiary

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as to his Class B Units in Blackstone Retail Transaction II Holdco L.P. and OP Units as to his BRE Units and Throne Units. We expect the OP Units delivered upon the surrender of the BRE Units and Throne Units will be fully vested.

Under specified circumstances of termination similar to the other named executive officers, Mr. Pappagallo’s unvested Class B Units would immediately vest. See “Potential Payments Upon Termination or Change in Control.”

Fisher Separation Agreement

On September 4, 2013, in connection with her resignation, we entered into an agreement with Ms. Fisher (the “Separation Agreement”), pursuant to which we agreed to pay her $342,052, representing the second half of her Retention Bonus described under “Compensation Elements—Acquisition-Related Retention Bonuses,” and an additional $1,381,153.15, each in consideration for her general release of claims and her continued compliance with the confidentiality, non-competition and non-solicitation covenants set forth in her employment agreement. Such amounts were paid in a lump sum on September 13, 2013.

Equity Awards in the Acquired Properties We Manage

Similar to the BRE Units, in 2013, some of our executive officers, including our named executive officers, received Throne Units in two affiliated entities, collectively referred to as BRE Throne, as compensation for services the executives provided with respect to the Acquired Properties under a retail asset management agreement between our subsidiary, Brixmor Throne Retail Manager LLC, and BRE Throne. See “Certain Relationships and Related Person Transactions—Property Management Agreements.” The Throne Units are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in the equity value of BRE Throne that exceeds a specified threshold. Therefore, the Throne Units only have value to the extent there is an appreciation in the value of BRE Throne’s business from and after the applicable date of grant and the appreciation exceeds a specified threshold. The Throne Units have vesting terms that are substantially similar to the Class B Units in the Partnerships and the BRE Units, with 25% of the Throne Units scheduled to vest on July 25, 2015 and 25% of the Throne Units scheduled to vest on July 25, 2017, in each case, subject to the named executive officer’s continued employment on such date, and the remaining 50% of the Throne Units and any then unvested time-vesting Throne Units are currently scheduled to vest on the date, if any, when the sponsors of BRE Throne receive, in respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the named executive officer’s continued employment on such date. In connection with this offering and the IPO Property Transfers, we expect BRE Throne to fully accelerate the vesting of the Throne Units. The Throne Units were granted in the following amounts: 535,895 units to Mr. Carroll, 187,563 units to Mr. Bruce, 214,358 units to Mr. Siegel and 187,563 units to Mr. Bernstein. In addition to the grants, Mr. Carroll also purchased Class A-2 Units of BRE Throne, which units are equity interests, have economic characteristics that are similar to those of shares of common stock in a corporation and have no vesting schedule.

In connection with the IPO Property Transfers, we expect that the Class A-2 and the Throne Unit holders in BRE Throne will surrender their units of BRE Throne and receive, directly or indirectly, OP Units with the number of OP Units delivered determined in a manner intended to replicate the respective economic benefit provided by such units based upon the valuation derived from the initial public offering price relative to the BRE Throne assets that comprise the Acquired Properties. See “Organizational Structure—Management Interests in Acquired Properties” for additional information concerning the OP Units that will be issued in exchange for Throne Units and Class A-2 Units and the associated accounting treatment thereof. As described in further detail under “Summary—Our Organizational Structure” and “Organizational Structure,” these OP Units will be redeemable at the option of the holder for cash, based upon the value of an equivalent number of shares of our common stock at the time of the election to redeem, subject to our right to acquire the OP Units tendered for redemption in exchange for an equivalent number of shares of our common stock. We expect the OP Units delivered upon the surrender of the Throne Units will be fully vested.

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In March 2013, the board of directors awarded Mr. Bruce 88,093.42 BRE Units in connection with his additional responsibilities managing the Acquired Properties owned by BRE Southeast Retail. These BRE Units have the same vesting and other terms as the BRE Units granted in 2012 and described under “Compensation Elements—Long-Term Equity Compensation—Equity Awards in the Acquired Properties We Manage” and “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.” It is anticipated that, in connection with the IPO Property Transfers, Mr. Bruce will surrender these BRE Units and receive OP Units as described above under “Compensation Elements—Long-Term Equity Compensation—Equity Awards in the Acquired Properties We Manage.”

Compensation Advisor

Our board of directors has retained FPL Associates L.P., an independent compensation consulting firm, to provide guidance on executive compensation in connection with this offering and to provide information and guidance on the REIT sector of public companies for our compensation program going forward.

Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our principal executive officer and principal financial officer serving during fiscal 2012 and each of our three other most highly compensated executive officers serving as executive officers on December 31, 2012.


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($) (1)		Option Awards		Non-Equity Incentive Plan Compensation ($) (2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3)		All Other Compensation ($) (4)		Total ($)
Michael A. Carroll,		2012		800,000		—		237,852		—		2,031,040		—		82,132		3,151,024
Chief Executive Officer

Timothy Bruce,		2012		400,000		—		83,248		—		313,208		—		49,269		845,725
Executive Vice President, Leasing and Redevelopment

Steven F. Siegel,		2012		427,517		—		95,141		—		740,842		—		27,481		1,290,981
Executive Vice President, General Counsel and Secretary

Dean Bernstein,		2012		382,874		—		83,248		—		609,869		—		18,963		1,094,954
Executive Vice President, Acquisitions and Dispositions

Tiffanie Fisher, (5)		2012		507,500		—		142,711		—		1,022,291		—		15,190		1,687,692
Former principal financial officer

(1)

Amounts included in this column reflect the aggregate grant date fair value of BRE Units granted during fiscal 2012 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The grant date fair values of the time-vesting and exit-vesting portions of these units are estimated using a Monte Carlo

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simulation model. Expected volatilities were based on the historical volatility of peer companies’ stock over the expected life of the units. The expected life of the units granted represents the period of time that the units granted are expected to be outstanding. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods equal to the expected life of the units. The following assumptions were used to calculate the fair value: (1) an expected volatility of 90%; (2) a 4 ¹ / ₂ -year expected life; (3) a 0.51% risk-free interest rate; and (4) a $0 dividend yield. The terms of these units are summarized under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation” above and under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Equity Awards” and “Potential Payments Upon Termination or Change in Control” below.

(2)

Amounts included in this column reflect cash incentive awards earned by our named executive officers (A) under the Annual Bonus Plan and (B) under the Predecessor Long-Term Compensation Plan. These awards were based on pre-established, performance-based targets, the outcome of which was uncertain at the time the targets were established, and, therefore, are reportable as “Non-Equity Incentive Plan Compensation” rather than as “Bonus.” Additional information regarding the Annual Bonus and Predecessor LTCP Payments is described above under “Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentive Compensation.

(3)	We have no pension benefits, nonqualified defined contribution or other nonqualified deferred compensation plans for executive officers.

(4)	All Other Compensation for 2012 for each named executive officer includes the following:


Name	Insurance Costs (a)		Company Contributions to Defined Contribution Plans (b)		Discounted Equity Purchases in BRE Southeast Retail (c)		Bonus (d)		Total
Michael A. Carroll	$	20,604	$	7,500	$	37,519	$	16,509	$	82,132
Timothy Bruce	$	14,756	$	7,500	$	18,759	$	8,254	$	49,269
Steven F. Siegel	$	19,981	$	7,500		—		—	$	27,481
Dean Bernstein	$	11,463	$	7,500		—		—	$	18,963
Tiffanie Fisher	$	7,690	$	7,500		—		—	$	15,190

(a)

Represents employer-paid medical, dental, life, accidental death and dismemberment, and short and long-term disability insurance premiums.

(b)

Represents the employer’s 401(k) plan matching contributions.

(c)

Represents the compensation cost calculated in accordance with FASB ASC Topic 718 for the Class A-2 Units of BRE Southeast Retail purchased at less than fair market value.

(d)

Represents a discretionary bonus paid by the Company to offset taxes incurred for the Class A-2 Units of BRE Southeast Retail purchased at less than fair market value.

(5)

Ms. Fisher served as our Executive Vice President, Chief Financial Officer from April 2009 until her resignation from these positions effective May 20, 2013. Ms. Fisher continued her employment with the Company through July 31, 2013. In connection with her resignation, Ms. Fisher forfeited all of her BRE Units. On May 20, 2013, Michael V. Pappagallo became our President and Chief Financial Officer.

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Grants of Plan-Based Awards Table

The following table sets forth information concerning grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2012.


Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)(4)						All other Stock Awards: Number of Shares of Stock or Units (#) (2)		Grant Date Fair Value of Threshold Stock and Option Awards ($) (3)
			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Michael A. Carroll		— 07/18/2012		600,000 —		800,000 —		1,200,000 —		— —		— 587,289		— —		— 587,289		— 237,852
Timothy Bruce		— 07/18/2012		196,000 —		260,000 —		340,000 —		— —		— 205,551		— —		— 205,551		— 83,248
Steven F. Siegel		— 07/18/2012		209,483 —		277,886 —		363,389 —		— —		— 234,916		— —		— 234,916		— 95,141
Dean Bernstein		— 07/18/2012		187,609 —		248,869 —		325,444 —		— —		— 205,551		— —		— 205,551		— 83,248
Tiffanie Fisher		— 07/18/2012		380,625 —		507,500 —		624,375 —		— —		— 352,374		— —		— 352,374		— 142,711

(1)

Reflects the possible payouts of cash incentive compensation under the Annual Bonus Plan. The actual amounts paid, together with other cash incentive compensation paid to each named executive officer during 2012, are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and the accompanying footnote.

(2)

Reflects the BRE Units granted during 2012 that are divided into two tranches for vesting purposes: one half are time-vesting and one half are exit-vesting. The exit-vesting units are reported as an equity incentive plan award in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column, while the time-vesting units are reported as an all other stock award in the “All Other Stock Awards: Number of Shares of Stock or Units” column. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Equity Awards.” In connection with this offering and the IPO Property Transfers, we expect BRE Southeast Retail to fully accelerate the vesting of the BRE Units issued to our named executive officers.

(3)	Represents the grant date fair value of the BRE Units granted during 2012 calculated in accordance with FASB ASC Topic 718 and as described in footnote 1 to the “Summary Compensation Table.”

(4)	In connection with her resignation, Ms. Fisher forfeited all of her BRE Units.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

In connection with the Acquisition, BPG Subsidiary’s board of directors took over primary responsibility for compensation decisions relating to our named executive officers and entered into new employment agreements and equity arrangements with our named executive officers, reflecting the compensation objectives and philosophy of our new ultimate parent investors. BPG Subsidiary entered into an employment agreement with Mr. Bruce upon his commencement of employment with the Company. The principal terms of each of these agreements are summarized below, except with respect to potential payments and other benefits upon specified terminations or a “change in control” (as defined in the employment agreements), which are summarized below under “Potential Payments Upon Termination or Change in Control.”

Employment Agreements with Our Named Executive Officers

The employment agreements with each named executive officer contain substantially similar terms. Each of the employment agreements provides for a term ending on November 1, 2014, and extends automatically for additional one-year periods unless either BPG Subsidiary or the executive elects not to extend the term. Under the employment agreements, each executive is eligible to receive a minimum base salary, as set forth in the applicable agreement, and an annual bonus based on the achievement of specified financial and individual goals for fiscal years 2012 and beyond. If these goals are achieved, each executive may receive an annual incentive

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cash bonus equal to a percentage of his or her base salary as provided below. Each executive officer is also entitled to participate in all employee benefit plans, programs and arrangements made available to other executive officers generally.

In addition, each employment agreement, other than that for Mr. Bruce who joined the Company following the Acquisition, provides for the following three cash awards:

•

Final Predecessor LTCP Payment —a payment, on July 31, 2012, covering the third tranche of the Predecessor LTCP Payment to which each named executive officer is entitled under the Predecessor Long-Term Compensation Plan, described above under “Compensation Discussion and Analysis—Compensation Elements—Existing Cash Incentive Plan Assumed in the Acquisition,” provided that such executive had not been terminated for “cause” (as defined in the employment agreements) or resigned other than as a result of a “constructive termination” (as defined below) prior to the payment date;

•

Retention Bonus —the Retention Bonus, described above under “Compensation Discussion and Analysis—Compensation Elements—Retention Bonuses,” 50% of which was paid to each executive in November 2011 and 50% of which was payable to each executive in June 2013 provided that such executive had not been terminated for cause or resigned other than as a result of a “constructive termination” (as defined below) prior to the payment date; and

•

Brixmor LTIP Retention Payment —the Brixmor LTIP Retention Payment, described above under “Compensation Discussion and Analysis—Compensation Elements—Retention Bonuses,” payable on the first to occur of the following dates: (1) June 28, 2014; (2) the day that is six months after specified capital transactions; and (3) the occurrence of a change in control, provided that such executive has not been terminated for cause or resigned other than as a result of a constructive termination prior to the payment date. The consummation of this offering will trigger the Brixmor LTIP Retention Payment, which will become payable six months following such date.

Mr. Bruce’s employment agreement provides for the Brixmor LTIP Retention Payment.

Under the employment agreements, a “constructive termination” is deemed to occur upon specified events, including, a material reduction in the executive’s annual or incentive compensation, where the executive’s compensation or other material employee benefit is not paid when due, upon a material reduction in the executive’s authority or responsibilities, upon specified relocation events or where BPG Subsidiary elects not to renew the executive’s employment agreement, subject, in each case, to specified notice and cure periods.

Following are the individual provisions of the named executive officers’ employment agreement.

Carroll Employment Agreement . Mr. Carroll’s employment agreement provides that Mr. Carroll is to serve as Chief Executive Officer and is eligible to receive an annual base salary of $800,000, subject to such periodic adjustments as may be approved by our board. Mr. Carroll is also eligible to receive an annual bonus of 75% of his annual base salary if threshold performance objectives are met, 100% of his annual base salary if target performance objectives are met and up to a maximum of 150% of his base salary for top performance. The employment agreement provides that Mr. Carroll is entitled to receive $945,000 as the final Predecessor LTCP Payment (which was paid in 2012), $1,108,861 as a Retention Bonus (half of which was paid in 2011 and half of which was paid in 2013) and $1,000,000 as the Brixmor LTIP Retention Payment (which will be payable six months after this offering).

Bruce Employment Agreement . Mr. Bruce’s employment agreement provides that he is to serve as Executive Vice President, Leasing and Redevelopment and is eligible to receive an annual base salary of $400,000, subject to such periodic adjustments as may be approved by our board. Mr. Bruce is also eligible to receive an annual bonus of 49% of his annual base salary if threshold performance objectives are met, 65% of his annual base salary if target performance objectives are met and up to a maximum of 85% of his base salary for top

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performance. The employment agreement provides that Mr. Bruce is entitled to receive $350,000 as the Brixmor LTIP Retention Payment (which will be payable six months after this offering).

Siegel Employment Agreement . Mr. Siegel’s employment agreement provides that he is to serve as Executive Vice President, General Counsel and Secretary and is eligible to receive an annual base salary of $421,199, subject to such periodic adjustments as may be approved by our board. Mr. Siegel is also eligible to receive an annual bonus of 49% of his annual base salary if threshold performance objectives are met, 65% of his annual base salary if target performance objectives are met and up to a maximum of 85% of his base salary for top performance. The employment agreement provides that Mr. Siegel is entitled to receive $412,500 as the final Predecessor LTCP Payment (which was paid in 2012), $725,914 as a Retention Bonus (half of which was paid in 2011 and half of which was paid in 2013) and $400,000 as the Brixmor LTIP Retention Payment (which will be payable six months after this offering).

Bernstein Employment Agreement . Mr. Bernstein’s employment agreement provides that he is to serve as Executive Vice President, Acquisitions and Dispositions and is eligible to receive an annual base salary of $377,216, subject to such periodic adjustments as may be approved by our board. Mr. Bernstein is also eligible to receive an annual bonus of 49% of his annual base salary if threshold performance objectives are met, 65% of his annual base salary if target performance objectives are met and up to a maximum of 85% of his base salary for top performance. The employment agreement provides that Mr. Bernstein is entitled to receive $315,000 as the final Predecessor LTCP Payment (which was paid in 2012), $611,828 as a Retention Bonus (half of which was paid in 2011 and half of which was paid in 2013) and $350,000 as the Brixmor LTIP Retention Payment (which will be payable six months after this offering).

Fisher Employment Agreement . Ms. Fisher’s employment agreement provided that she was to serve as Executive Vice President, Chief Financial Officer and was eligible to receive an annual base salary of $500,000, subject to such periodic adjustments as may be approved by the board. Ms. Fisher was also eligible to receive an annual bonus of 75% of her annual base salary if threshold performance objectives were met, 100% of her annual base salary if target performance objectives were met and up to a maximum of 125% of her base salary for top performance. The employment agreement provided that Ms. Fisher was entitled to receive $487,500 as the final Predecessor LTCP Payment (which was paid in 2012), $684,103 as a Retention Bonus (half of which was paid in 2011 and half of which was paid in September 2013 pursuant to her Separation Agreement described under “Compensation Actions Taken During 2013—Fisher Separation Agreement”) and $600,000 as the Brixmor LTIP Retention Payment (which was forfeited in connection with her resignation).

Each of the employment agreements also contain restrictive covenants, including an indefinite covenant on confidentiality of information, and covenants related to non-competition and non-solicitation of our employees and customers and affiliates at all times during the named executive officer’s employment, and for two years after specified terminations of the named executive officer’s employment (other than for cause and, as to the non-compete, other than a termination that occurs after our Sponsor ceases to beneficially own any of our common stock).

Equity Awards

As a condition to receiving the Class B Units in the Partnerships and the BRE Units, each named executive officer was required to enter into a subscription agreement with these entities to become a member of each of these entities, and to become a party to the respective partnership and LLC agreement of these entities as well as an equity holders agreement. These agreements generally govern the named executive officer’s rights with respect to the respective Class B Units in these entities.

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in the value of our business from and after the applicable date of grant and the appreciation exceeds a specified threshold. Of the Class B Units in the Partnerships granted to the named executive officers, 25% are scheduled to vest on June 28, 2014 and 25% are scheduled to vest on June 28, 2016, in each case, subject to the named executive officer’s continued employment on such date. The remaining 50% of the Class B Units in the Partnerships and any then unvested time-vesting Class B Units are scheduled to vest on the date, if any, that our Sponsor receives, in respect of its aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the named executive officer’s continued employment on such date. In connection with this offering, we expect to accelerate the vesting of one-half of the exit-vesting units held by our named executive officers (meaning 25% of the Class B Units will be vested immediately following the offering, 25% will be scheduled to vest on June 28, 2014, 25% will be scheduled to vest on June 28, 2016 and 25% (plus any then unvested time-vesting units) will vest when the internal rate of return condition is satisfied).

In addition to the Class B Units in the Partnerships, in 2012, some of our executive officers, including our named executive officers, received BRE Units, with substantially similar terms to the Class B Units in the Partnerships described above, with 25% of the BRE Units scheduled to vest on December 20, 2014, 25% of the BRE Units scheduled to vest on December 20, 2016, in each case, subject to the named executive officer’s continued employment through such date, and the remaining 50% of the BRE Units and any then unvested time vesting BRE Units are scheduled to vest on the date, if any, when the sponsors of BRE Southeast Retail receive, in respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the named executive officer’s continued employment on such date. In connection with this offering and the IPO Property Transfers, we expect BRE Southeast Retail to fully accelerate the vesting of the BRE Units.

As a condition of receiving their units in the Partnerships and in BRE Southeast Retail, our named executive officers have agreed to specified restrictive covenants, including an indefinite covenant on confidentiality of information, and covenants related to non-competition and non-solicitation of our employees and customers and affiliates at all times during the named executive officer’s employment, and for two years after any termination of the named executive officer’s employment (except, with respect to the non-compete, other than after a termination for cause or a termination that occurs after the responsive sponsors of these entities cease to beneficially own any of our common stock).

Additional terms regarding the equity awards are summarized above under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation” and under “Potential Payments Upon Termination or Change in Control” below.

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Outstanding Equity Awards at 2012 Fiscal Year-End

The following table sets forth information regarding outstanding equity awards made to our named executive officers as of December 31, 2012 and includes the Class B Units in the Partnerships and the BRE Units.


			Stock Awards
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Michael A. Carroll		11/01/2011 07/18/2012		12,105,263 587,289	(1) (2)		4,115,789(4) 52,856(5)		12,105,263 587,289		4,115,789(4) 52,856(5)

Timothy Bruce		11/01/2011 07/18/2012		4,236,842 205,551	(1) (2)		1,440,526(4) 18,500(5)		4,236,842 205,551		1,440,526(4) 18,500(5)

Steven F. Siegel		11/01/2011 07/18/2012		4,842,106 234,915	(1) (2)		1,646,316(4) 21,142(5)		4,842,105 234,915		1,646,316(4) 21,142(5)

Dean Bernstein		11/01/2011 07/18/2012		4,236,842 205,551	(1) (2)		1,440,526(4) 18,500(5)		4,236,842 205,551		1,440,526(4) 18,500(5)

Tiffanie Fisher (6)		11/01/2011 07/18/2012		7,263,158 352,374	(1) (2)		2,469,474(4) 31,714(5)		7,263,158 352,374		2,469,474(4) 31,714(5)

(1)

Reflects the number of time-vesting Class B Units of the Partnerships, 50% of which are scheduled to vest on June 28, 2014 and the remaining 50% of which are scheduled to vest on June 28, 2016, in each case, subject to the executive’s continued employment on such date. In addition, any then unvested time-vesting Class B Units are scheduled to vest on the date, if any, when the exit-vesting Class B units in the Partnerships vest. Additional terms of these time-vesting units are summarized under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table—Equity Awards” and “Potential Payments Upon Termination or Change in Control.”

Vesting of the time-vesting Class B Units in the Partnerships will be accelerated upon a Qualifying Termination in specified circumstances described under “Potential Payments Upon Termination or Change in Control.”

(2)

Reflects the number of time-vesting BRE Units, 50% of which are scheduled to vest on December 20, 2014, and the remaining 50% of which are scheduled to vest on December 20, 2016, in each case, subject to the executive’s continued employment on such date. In addition, any then unvested time-vesting BRE Units are scheduled to vest on the date, if any, when the exit-vesting BRE Units vest. Additional terms of these time-vesting BRE Units are summarized under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table—Equity Awards” and “Potential Payments Upon Termination or Change in Control.” In connection with this offering, we expect to accelerate the vesting of all of these time-vesting units held by our named executive officers.

Vesting of the time-vesting BRE Units will be accelerated upon a Qualifying Termination in specified circumstances described under “Potential Payments Upon Termination or Change in Control.”

(3)

Reflects the number of exit-vesting Class B Units of the Partnerships and the BRE Units, which are scheduled to vest, in each case, only if the sponsors of these entities receive, in respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the executive’s continued employment on such date. Additional terms of the exit-vesting units are summarized under

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“Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table—Equity Awards” and “Potential Payments Upon Termination or Change in Control.” In connection with this offering, we expect to accelerate the vesting of one-half of the exit-vesting units in the Partnerships held by our named executive officers (meaning 25% of the Class B Units in the Partnerships will be vested immediately following the offering, 25% will be scheduled to vest on June 28, 2014, 25% will be scheduled to vest on June 28, 2016 and 25% (plus any then unvested time-vesting units) will vest when the internal rate of return condition is satisfied) and to accelerate the vesting of all of the exit-vesting BRE Units held by our named executive officers.

Vesting of the exit-vesting Class B Units in the Partnerships and the BRE Units will be accelerated upon a Qualifying Termination subject to specified events described under “Potential Payments Upon Termination or Change in Control.”

(4)

As of December 31, 2012, the value of our business had appreciated to a level that would have created value in the time-vesting and exit-vesting Class B Units in the Partnerships. Therefore, amounts reported are based on an assumed fair market value of the Partnerships’ Class B Units as of December 31, 2012.

(5)	As of December 31, 2012, the value of BRE Southeast Retail’s business had appreciated to a level that would have created value in the time-vesting and exit-vesting BRE Units. Therefore, amounts reported are based on an assumed fair market value of the BRE Units as of December 31, 2012.

(6)	In connection with her resignation, Ms. Fisher forfeited all of her Class B Units in the Partnerships and her BRE Units.

Option Exercises and Stock Vested in 2012

We do not have any outstanding options, and no equity awards vested during 2012.

Pension Benefits

We have no pension benefits for the executive officers.

Nonqualified Deferred Compensation for 2012

We have no nonqualified defined contribution or other nonqualified deferred compensation plans for executive officers.

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Potential Payments Upon Termination or Change in Control

The following table describes the potential payments and benefits that would have been payable to our named executive officers under existing plans and contractual arrangements assuming (1) a termination of employment and/or (2) a change of control (“CIC”) occurred, in each case, on December 31, 2012, the last business day of fiscal 2012. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers. These include distributions of plan balances under our 401(k) savings plan and similar items. For purposes of the table below, a “Qualifying Termination” refers to a termination by BPG Subsidiary without “cause” (as defined in the named executive officers’ employment agreements) or by a named executive officer as a result of a “constructive termination” (as defined under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers”).


Name	Retention Bonus and Brixmor LTIP Retention Payment (1) ($)		Cash Severance (2)(5) ($)		Continuation of Health Benefits (3) ($)		Gross-Up Payments (4) ($)		Value of Accelerated Equity (5) ($)		Total ($)
Michael A. Carroll
Qualifying Termination, no CIC		1,554,431		4,000,000		21,350		—		—		5,575,781
Qualifying Termination, CIC		1,554,431		—		21,350		—		8,337,291		9,913,072
CIC without Termination		1,000,000		—		—		—		—		1,000,000
Death or Disability Termination		1,554,431		800,000		—		—		—		2,354,431
Death or Disability Outside of Employment		—		800,000		—		—		—		800,000

Timothy Bruce
Qualifying Termination, no CIC		350,000		1,580,000		14,958		—		—		1,944,958
Qualifying Termination, CIC		350,000		—		14,958		—		2,918,052		3,283,010
CIC without Termination		350,000		—		—		—		—		350,000
Death or Disability Termination		350,000		260,000		—		—		—		610,000
Death or Disability Outside of Employment		—		260,000		—		—		—		260,000

Steven F. Siegel
Qualifying Termination, no CIC		762,957		1,688,692		21,350		—		—		2,472,999
Qualifying Termination, CIC		762,957		—		21,350		—		3,334,916		4,119,223
CIC without Termination		400,000		—		—		—		—		400,000
Death or Disability Termination		762,957		277,886		—		—		—		1,040,843
Death or Disability Outside of Employment		—		277,886		—		—		—		277,886

Dean Bernstein
Qualifying Termination, no CIC		655,914		1,512,356		13,801		—		—		2,182,071
Qualifying Termination, CIC		655,914		—		13,801		—		2,918,052		3,587,767
CIC without Termination		350,000		—		—		—		—		350,000
Death or Disability Termination		655,914		248,869		—		—		—		904,783
Death or Disability Outside of Employment		—		248,869		—		—		—		248,869

Tiffanie Fisher (6)
Qualifying Termination, no CIC		942,052		2,537,500		7,372		—		—		3,486,924
Qualifying Termination, CIC		942,052		—		7,372		—		5,002,375		5,951,799
CIC without Termination		600,000		—		—		—		—		600,000
Death or Disability Termination		942,052		507,500		—		—		—		1,449,552
Death or Disability Outside of Employment		—		507,500		—		—		—		507,500

(1)

Upon a Qualifying Termination with or without a change of control or upon a death or disability that occurs in connection with the named executive officers’ performance of his or her employment duties (a Death or Disability Termination), the named executive officer would be entitled to sum of (A) the second tranche (equal to 50%) of the Retention Bonus and (B) the Brixmor LTIP Retention Payment.

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(2)

Under their employment agreements, each named executive officer is entitled to receive a cash severance amount that consists of (A) an annual bonus in an amount equal to his or her target bonus, pro-rated based on the number of days during the fiscal year that such executive was employed prior to the termination date, plus (B):

•

in the case of a Qualifying Termination not in connection with a change in control, an amount equal to the sum of (x) 200% of base salary, and (y) the sum of such executive’s annual bonuses payable (if any) in respect of the two fiscal years (the “Reference Fiscal Years”) immediately prior to the termination date (or, if the termination date occurs in 2012 (or, as to Mr. Pappagallo, in 2013 or 2014), the sum of such executive’s annual bonuses will be deemed to be two times the annual target bonus applicable for the fiscal year terminated) (the total of (x) and (y), the “Severance Target”); provided that if either Reference Fiscal Year is less than a full 12 months, then the annual bonus payable in respect of such fiscal year will be annualized prior to making the foregoing calculation; and

•

in the case of a Qualifying Termination that occurs on or within 45 days after a change in control, an amount equal to the excess, if any, of (x) the Severance Target over (y) the sum of (A) the value (as calculated by reference to the prices paid in connection with the change in control transaction) of such named executive officer’s Class B Units in the Partnerships (and/or any cash or property delivered in exchange for or as a distribution in respect of such Class B Units) and (B) an amount equal to the Brixmor LTIP Retention Payment (if such payment has previously been paid) (and, as to Mr. Pappagallo, an amount equal to the excess, if any, of (x) the Severance Target over (y) the value (as calculated by reference to the prices paid in connection with the change in control transaction) of such named executive officer’s Class B Units in the Partnerships (and/or any cash or property delivered in exchange for or as a distribution in respect of such Class B Units)). The amounts reported under “Qualifying Termination, CIC” assume, based on the fair market value of our Class B Units as of December 31, 2012, that, if a Qualifying Termination in connection with a change in control had occurred on December 31, 2012, the Severance Target for each of the named executive officers would not have exceeded the sum of the value of the Class B Units and the remaining unpaid Brixmor LTIP Retention Payment and, therefore, that no additional cash severance for the named executive officers would have been paid.

Where there is a death or disability termination, whether or not in connection with the named executive officer’s employment duties, such named executive officer is entitled to receive an annual bonus in an amount equal to his or her target bonus, pro-rated based on the number of days during the fiscal year that such executive was employed prior to the termination date.

(3)	Reflects the cost of providing the executive officer with a continuation of medical, dental and vision insurance under COBRA for a period of twelve months following the date of termination.

(4)

Each of the employment agreements for our named executive officers (as well as Mr. Pappagallo) contains the right, if the equity of BPG Subsidiary is publicly traded, to receive a gross-up payment with respect to amounts subject to Section 280G and Section 4999 of the Internal Revenue Code (and the right to cut back such amounts otherwise payable to such executive) under specified circumstances. However, because the equity of BPG Subsidiary was not publicly traded as of December 31, 2012, such amount is zero.

(5)	In addition to the other amounts included in the table above, if a named executive officer (as well as Mr. Pappagallo) were terminated as a result of a Qualifying Termination, such individual would receive:

•

full vesting of all unvested time-vesting and exit-vesting Class B Units of the Partnerships and BRE Units if (A) such Qualifying Termination occurs after a public offering of the respective entity (or in some cases, a subsidiary) and (B) the value of the Class A Units of the respective entity’s sponsors immediately prior to the termination date represents at least a 15% internal rate of return in respect of such Class A Units, measured prior to any taxes payable on such cash;

•

full vesting of all unvested time-vesting and exit-vesting Class B Units of the Partnerships and the BRE Units if (A) such Qualifying Termination occurs within two years following a transaction in which all or substantially all of the business operations and assets of the Partnerships or BRE Southeast Retail (the

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“Entity’s Business”), as applicable, have been combined with the business and assets of another business owned and controlled (at the time of the combination) by a third party not affiliated with the sponsors of that entity and the Entity’s Business (a “Combination Transaction”) does not constitute more than 50% of the net assets of the combined businesses and (B) the value of each of that entity’s respective sponsors and its economic affiliates’ respective Class A Units in the Partnerships or BRE Southeast Retail, as applicable, immediately prior to the termination date represents at least a 15% internal rate of return in respect of such Class A Units, measured prior to any taxes payable on such cash; or

•

vesting of the number of unvested time-vesting Class B Units in the Partnerships and the BRE Units that would have vested had such executive remained continuously employed for an additional six months.

No time-vesting Class B Units of the Partnerships or BRE Units held by named executive officers were eligible to vest in the six month period following December 31, 2012 solely in connection with a Qualifying Termination. However, the amounts reported under “Qualifying Termination, CIC” assume that both the time-vesting and exit-vesting Class B Units in each of the Partnerships and the BRE Units would have vested if a Qualifying Termination had occurred on December 31, 2012 in connection with a public offering or a Combination Transaction. The amounts reported are based on an assumed fair market value of the Partnerships’ and BRE Southeast Retail’s respective Class B Units on December 31, 2012.

(6)

On May 20, 2013, Ms. Fisher resigned as Executive Vice President, Chief Financial Officer but continued her employment through July 31, 2013. On September 4, 2013, Ms. Fisher entered into her Separation Agreement, pursuant to which we agreed to pay her $342,052, representing the second half of her Retention Bonus, and an additional $1,381,153.15, each in consideration for her general release of claims and her continued compliance with the confidentiality, non-competition and non-solicitation covenants set forth in her employment agreement. Such amounts were paid in a lump sum on September 13, 2013. Ms. Fisher received no other payments or benefits in connection with her resignation and has forfeited the full amount of her Brixmor LTIP Retention Payment and all of her Class B Units.

Compensation Committee Interlocks and Insider Participation

Presently, our board does not have a compensation committee, and the board performs the equivalent functions of such committee. During the last fiscal year, compensation decisions about executive compensation were made by the board of BPG Subsidiary, and Mr. Carroll, our Chief Executive Officer and a member of BPG Subsidiary’s board, participated in determinations regarding our executive officer compensation (other than with respect to his own). None of our executive officers served on the board of directors or compensation committee of any other entity that had one or more executive officers who served as a member of BPG Subsidiary’s board during fiscal 2012.

2013 Omnibus Incentive Plan

In connection with this offering, our board of directors expects to adopt, and our stockholders expect to approve, the 2013 Omnibus Incentive Plan prior to the completion of the offering.

Purpose

The purpose of the 2013 Omnibus Incentive Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

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Administration

The 2013 Omnibus Incentive Plan will be administered by the compensation committee of our board of directors or such other committee of our board of directors to which it has delegated power, or if no such committee or subcommittee thereof exists, the board of directors (as applicable, the “Committee”). The Committee has the sole and plenary authority to establish the terms and conditions of any award consistent with the provisions of the 2013 Omnibus Incentive Plan. The Committee is authorized to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the 2013 Omnibus Incentive Plan and any instrument or agreement relating to, or any award granted under, the 2013 Omnibus Incentive Plan; establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee deems appropriate for the proper administration of the 2013 Omnibus Incentive Plan; and to make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2013 Omnibus Incentive Plan. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of the 2013 Omnibus Incentive Plan. Any such allocation or delegation may be revoked by the Committee at any time. Unless otherwise expressly provided in the 2013 Omnibus Incentive Plan, all designations, determinations, interpretations, and other decisions under or with respect to the 2013 Omnibus Incentive Plan or any award or any documents evidencing awards granted pursuant to the 2013 Omnibus Incentive Plan are within the sole discretion of the Committee, may be made at any time and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any holder or beneficiary of any award, and any of our stockholders.

Shares Subject to the 2013 Omnibus Incentive Plan

The 2013 Omnibus Incentive Plan provides that the total number of shares of common stock that may be issued under the 2013 Omnibus Incentive Plan is 15,000,000 (excluding those shares of restricted stock received by participants in exchange for (or in redemption of) partnership or limited liability interests contemporaneous with the adoption of the 2013 Omnibus Incentive Plan). Of this amount, the maximum number of shares for which incentive stock options may be granted is 15,000,000; the maximum number of shares for which options or stock appreciation right may be granted to any individual participant during any single fiscal year is 2,000,000; the maximum number of shares for which performance compensation awards denominated in shares may be granted to any individual participant in respect of a single fiscal year is 2,000,000 (excluding those shares of restricted stock received by participants in exchange for (or in redemption of) partnership or limited liability interests contemporaneous with the adoption of the 2013 Omnibus Incentive Plan) (or if any such awards are settled in cash, the maximum amount may not exceed the fair market value of such shares on the last day of the performance period to which such award relates); the maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, shall not exceed $500,000 in total value; and the maximum amount that may be paid to any individual for a single fiscal year under a performance compensation award denominated in cash is $500,000. Except for substitute awards (as described below), in the event any award terminates, lapses, or is settled without the payment of the full number of shares subject to such award, including as a result of net set settlement of the award or as a result of the award being settled in cash, the undelivered shares may be granted again under the 2013 Omnibus Incentive Plan, unless the shares are surrendered after the termination of the 2013 Omnibus Incentive Plan, and only if stockholder approval is not required under the then-applicable rules of the exchange on which the shares of common stock are listed. Awards may, in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine (referred to as “substitute awards”), and such substitute awards shall not be counted against the total number of shares that may be issued under the 2013 Omnibus Incentive Plan, except that substitute awards intended to qualify as “incentive stock options” shall count against the limit on incentive stock options described above. No award may be granted under the 2013 Omnibus

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Incentive Plan after the tenth anniversary of the effective date (as defined therein), but awards theretofore granted may extend beyond that date.

Options

The Committee may grant non-qualified stock options and incentive stock options under the 2013 Omnibus Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with the 2013 Omnibus Incentive Plan; provided that all stock options granted under the 2013 Omnibus Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date an option is granted (other than in the case of options that are substitute awards), and all stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the option is intended to qualify as an incentive stock option, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for stock options granted under the 2013 Omnibus Incentive Plan will be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However, if a non-qualified stock option would expire at a time when trading of shares of common stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), the term will automatically be extended to the 30th day following the end of such period. The purchase price for the shares as to which a stock option is exercised may be paid to us, to the extent permitted by law (1) in cash or its equivalent at the time the stock option is exercised, (2) in shares having a fair market value equal to the aggregate exercise price for the shares being purchased and satisfying any requirements that may be imposed by the Committee, or (3) by such other method as the Committee may permit in its sole discretion, including without limitation (A) in other property having a fair market value on the date of exercise equal to the purchase price, (B) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the shares being purchased, or (C) through a “net exercise” procedure effected by withholding the minimum number of shares needed to pay the exercise price and all applicable required withholding taxes. Any fractional shares of common stock will be settled in cash.

Stock Appreciation Rights

The Committee may grant stock appreciation rights, with terms and conditions determined by the Committee that are not inconsistent with the 2013 Omnibus Incentive Plan. Generally, each stock appreciation right will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Committee) equal to the product of (1) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (2) the numbers of shares of common stock covered by the stock appreciation right. The strike price per share of a stock appreciation right will determined by the Committee at the time of grant but in no event may such amount be less than the fair market value of a share of common stock on the date the stock appreciation right is granted (other than in the case of stock appreciation rights granted in substitution of previously granted awards). The Committee may in its sole discretion substitute, without the consent of the holder or beneficiary of such stock appreciation rights, stock appreciation rights settled in shares of common stock (or settled in shares or cash in the sole discretion of the Committee) for nonqualified stock options.

Restricted Shares and Restricted Stock Units

The Committee may grant restricted shares of our common stock or restricted stock units, representing the right to receive, upon the expiration of the applicable restricted period, one share of common stock for each restricted stock unit, or, in its sole discretion of the Committee, the cash value thereof (or any combination thereof). As to restricted shares of our common stock, subject to the other provisions of the 2013 Omnibus Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted

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shares of common stock, including without limitation the right to vote such restricted shares of common stock and to receive any dividends payable on such restricted shares (except, that if the lapsing of restrictions with respect to such restricted shares of common stock is contingent on satisfaction of performance conditions other than or in addition to the passage of time, any dividends payable on such restricted shares of common stock will be retained, and delivered without interest to the holder of such shares when the restrictions on such shares lapse). To the extent provided in the applicable award agreement, the holder of outstanding restricted stock units will be entitled to be credited with dividend equivalent payments (upon the payment by us of dividends on shares of common stock) either in cash or, at the sole discretion of the Committee, in shares of common stock having a value equal to the amount of such dividends (and interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which will be payable at the same time as the underlying restricted stock units are settled following the release of restrictions on such restricted stock units.

OP Unit Awards

The Committee may issue awards in the form of OP Units or other classes of partnership units in our Operating Partnership established pursuant to the Operating Partnership’s agreement of limited partnership. OP unit awards will be valued by reference to, or otherwise determined by reference to or based on, shares of our common stock. OP unit awards may be (1) convertible, exchangeable or redeemable for other limited partnership interests in the Operating Partnership or shares of our common stock or (2) valued by reference to the book value, fair value or performance of the Operating Partnership.

For purposes of calculating the number of shares underlying an OP unit award relative to the total number of shares of our common stock available for issuance under the 2013 Omnibus Incentive Plan, the Committee will establish in good faith the maximum number of shares to which a participant receiving an OP unit award may be entitled upon fulfillment of all applicable conditions set forth in the relevant award documentation, including vesting conditions, partnership capital account allocations, value accretion factors, conversion ratios, exchange ratios and other similar criteria. If and when any such conditions are no longer capable of being met, in whole or in part, the number of shares of our common stock underlying such OP unit award will be reduced accordingly by the Committee, and the number of shares available under the 2013 Omnibus Incentive Plan will be increased by one share for each share so reduced. The Committee will determine all other terms of an OP unit award. The award documentation in respect of an OP Unit award may provide that the recipient will be entitled to receive, currently or on a deferred or contingent basis, dividends or dividend equivalents with respect to the number of shares of our common stock underlying the award or other distributions from the Operating Partnership prior to vesting (whether based on a period of time or based on attainment of specified performance conditions), as determined at the time of grant by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) will be deemed to have been reinvested in additional shares of our common stock or other OP Units.

Other Stock-Based Awards

The Committee may issue unrestricted common stock, rights to receive grants of awards at a future date, or other awards denominated in shares of common stock (including, without limitation, performance shares or performance units), under the 2013 Omnibus Incentive Plan, including performance-based awards.

Performance Compensation Awards

The Committee may also designate any award as a “performance compensation award” intended to qualify as “performance-based compensation” under section 162(m) of the Code. The Committee also has the authority to make an award of a cash bonus to any participant and designate such award as a performance compensation award under the 2013 Omnibus Incentive Plan. The Committee has sole discretion to select the length of any applicable performance periods, the types of performance compensation awards to be issued, the applicable

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performance criteria and performance goals, and the kinds and/or levels of performance goals that are to apply. The performance criteria that will be used to establish the performance goals may be based on the attainment of specific levels of performance of the Company (and/or one or more affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing) and are limited to the following: (1) funds from operations (including, but not limited to, determined on an adjusted or recurring basis); (2) funds from operations, adjusted funds from operations or recurring funds from operations per diluted share; (3) growth in funds from operations, adjusted funds from operations or recurring funds from operations including amounts per diluted share determined on an annual, multi-year or other basis; (4) net operating income; (5) growth in net operating income determined on an annual, multi-year or other basis; (6) cash flow, including but not limited to operating cash flow or free cash flow; (7) cash and/or funds available for distribution; (8) earnings before interest, taxes, depreciation and amortization (EBITDA); (9) growth in EBITDA determined on an annual, multi-year or other basis; (10) return measures (including, but not limited to, return on assets, investment, capital, invested capital, equity and/or development); (11) share price (including, but not limited to, appreciation, growth measures and total shareholder return on an annual, multi-year or other basis); (12) debt and debt related ratios, including debt to total market capitalization, debt to EBITDA, debt to assets and fixed charge coverage ratios (determined with or without the pro rata share of the Company’s ownership interest in co-investment partnerships); (13) net asset value per share; (14) growth in net asset value per share determined on an annual, multi-year or other basis; (15) basic or diluted earnings per share (before or after taxes); (16) same property net operating income; (17) lease up performance or other occupancy measures, including retention of existing tenants and new and renewal lease spreads, (18) expense targets or cost reduction goals, general and administrative expense savings; (19) operating efficiency; (20) working capital targets; (21) measures of economic value added or other “value creation” metrics; (22) enterprise value; (23) competitive market metrics; (24) employee retention; (25) performance or yield on development or redevelopment projects; (26) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (27) market share; (28) operational or performance measurements relative to peers; (29) strategic objectives and related revenue or occupancy targets; (30) objective measures of satisfaction of tenants; (31) productivity measures; or (32) any combination of the foregoing. Any one or more of the performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure our performance as a whole or any of our divisions or operational and/or business units, product lines, brands, business segments, administrative departments or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. Unless otherwise determined by the Committee at the time a performance compensation award is granted, the Committee shall, during the first 90 days of a performance period (or, within any other maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the performance compensation awards granted to any participant for such performance period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, specify adjustments or modifications to be made to the calculation of a performance goal for such performance period, based on and in order to appropriately reflect the following events: (1) asset write-downs; (2) litigation, claims, judgments or settlements; (3) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (4) any reorganization and restructuring programs; (5) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in our annual report to stockholders for the applicable year; (6) acquisitions or divestitures; (7) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (8) foreign exchange gains and losses; (9) discontinued operations and nonrecurring charges; (10) a change in our fiscal year; (11) accruals for payments to be made in respect of the 2013 Omnibus Incentive Plan or other specified compensation arrangements; and (12) any other changes in capital structure (or similar events) specified in the 2013 Omnibus Incentive Plan.

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Following the completion of a performance period, the Committee will review and certify in writing whether, and to what extent, the performance goals for the performance period have been achieved and, if so, calculate and certify in writing that amount of the performance compensation awards earned for the period based upon the performance formula. In determining the actual amount of an individual participant’s performance compensation award for a performance period, the Committee has the discretion to reduce or eliminate the amount of the performance compensation award consistent with Section 162(m) of the Code. Unless otherwise provided in the applicable award agreement, the Committee does not have the discretion to (A) grant or provide payment in respect of performance compensation awards for a performance period if the performance goals for such performance period have not been attained; or (B) increase a performance compensation award above the applicable limitations set forth in the 2013 Omnibus Incentive Plan.

Effect of Certain Events on 2013 Omnibus Incentive Plan and Awards

In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of our shares of common stock or other securities, issuance of warrants or other rights to acquire our shares of common stock or other securities, or other similar corporate transaction or event (including, without limitation, a change in control, as defined in the 2013 Omnibus Incentive Plan) that affects the shares of common stock, or (b) unusual or nonrecurring events (including, without limitation, a change in control) affecting us, any affiliate, or the financial statements of us or any affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee must make any such adjustments in such manner as it may deem equitable, including without limitation, any or all of: (i) adjusting any or all of (A) the share limits applicable under the 2013 Omnibus Incentive Plan with respect to the number of awards which may be granted hereunder, (B) the number of our shares of common stock or other securities which may be delivered in respect of awards or with respect to which awards may be granted under the 2013 Omnibus Incentive Plan and (C) the terms of any outstanding award, including, without limitation, (1) the number of shares of common stock subject to outstanding awards or to which outstanding awards relate (with any increase requiring the approval of our board of directors), (2) the exercise price or strike price with respect to any award or (3) any applicable performance measures; (ii) providing for a substitution or assumption of awards, accelerating the exercisability of, lapse of restrictions on, or termination of, awards or providing for a period of time for participants to exercise outstanding awards prior to the occurrence of such event; and (iii) cancelling any one or more outstanding awards and causing to be paid to the holders holding vested awards (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of common stock received or to be received by other stockholders of the Company in such event), including without limitation, in the case of options and stock appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or stock appreciation right over the aggregate exercise price thereof. For the avoidance of doubt, the Committee may cancel any stock option or stock appreciation right for no consideration if the fair market value of the shares subject to such option or stock appreciation right is less than or equal to the aggregate exercise price or strike price of such stock option or stock appreciation right.

Nontransferability of Awards

An award will not be transferable or assignable by a participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any affiliate. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfers to a participant’s family members, any trust established solely for the benefit of participant or such participant’s family members, any partnership or limited liability company of which participant, or participant and

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participant’s family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as “charitable contributions” for tax purposes.

Amendment and Termination

The board of directors may amend, alter, suspend, discontinue, or terminate the 2013 Omnibus Incentive Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination may be made without stockholder approval if (1) such approval is necessary to comply with any regulatory requirement applicable to the 2013 Omnibus Incentive Plan or for changes in GAAP to new accounting standards, (2) it would materially increase the number of securities which may be issued under the 2013 Omnibus Incentive Plan (except for adjustments in connection with certain corporate events), or (3) it would materially modify the requirements for participation in the 2013 Omnibus Incentive Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award shall not to that extent be effective without such individual’s consent. The Committee may also, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively, subject to the consent of the affected Participant if any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination would materially and adversely affect the rights of any Participant with respect to such award; provided , further, that without stockholder approval, except as otherwise permitted in the 2013 Omnibus Incentive Plan, (1) no amendment or modification may reduce the exercise price of any option or the strike price of any stock appreciation right, (2) the Committee may not cancel any outstanding option or stock appreciation right and replace it with a new option or stock appreciation right (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the cancelled option or stock appreciation right, and (3) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.

Dividends and Dividend Equivalents

The Committee in its sole discretion may provide part of an award with dividends or dividend equivalents, on such terms and conditions as may be determined by the Committee in its sole discretion; provided, that no dividend equivalents shall be payable in respect of outstanding (1) options or stock appreciation rights or (2) unearned performance compensation awards or other unearned awards subject to performance conditions (other than or in addition to the passage of time and other than awards structured as restricted stock) (although dividend equivalents may be accumulated in respect of unearned awards and paid within 15 days after such awards are earned and become earned, payable or distributable).

Clawback/Forfeiture

An award agreement may provide that the Committee may in its sole discretion cancel such award if the participant, while employed by or providing services to us or any affiliate or after termination of such employment or service, has engaged in or engages in any detrimental activity. The Committee may also provide in an award agreement that if the participant otherwise has engaged in or engages in any detrimental activity, the participant will forfeit any gain realized on the vesting or exercise of such award, and must repay the gain to us. The Committee may also provide in an award agreement that if the participant receives any amount in excess of what the participant should have received under the terms of the award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the participant shall be required to repay any such excess amount to us. Without limiting the foregoing, all awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

IPO Property Transfers

As described in greater detail in “Organizational Structure—IPO Property Transfers,” prior to this offering, we will effect the IPO Property Transfers whereby certain investment partnerships affiliated with our Sponsor will contribute interests in 43 properties to us in exchange for OP Units. Members of our management received equity interests in these investment partnerships as an incentive and will accordingly be allocated a portion of these OP Units. See “Management—Executive Compensation—Compensation Discussion and Analysis—Compensation Elements—Long Term Equity Compensation—Equity Incentive Awards in the Partnerships that Own Brixmor.” In addition, we will distribute interests in 45 properties to our pre-IPO owners. In connection with the IPO Property Transfers, the contribution of the Acquired Properties will be effectuated pursuant to certain contribution agreements to be entered into between the contributing Sponsor affiliate and our Operating Partnership. The contribution agreements will provide for the contribution of the Sponsor affiliate’s direct or indirect ownership interest in the owners of the Acquired Properties (the “Acquired Interests”) in exchange for OP Units. The Sponsor affiliate will make certain representations and warranties in the contribution agreement regarding its valid authority to contribute the Acquired Interests and the Acquired Interests being free and clear of all liens; provided, however, that the underlying Acquired Properties shall remain subject to all existing liabilities and the Sponsor affiliate shall be released by our Operating Partnership for all such existing liabilities. The contribution agreements will provide for a limited indemnification from the Sponsor affiliate in connection with misrepresentations under the agreement and such indemnification shall be subject to a deductible, a liability cap and a survival period.

Property Management Agreements

We have been managing certain properties owned by our Sponsor and its affiliates. Following the offering, we will continue to manage the Non-Core Properties pursuant to management agreements for which we expect to receive customary management, leasing and other fees.

Property and asset management fees received from our Sponsor and its affiliates were $2.7 million and $1.5 million for the year ended December 31, 2012 and the six months ended June 30, 2013. The fees and expense reimbursements payable to us under the property and asset management agreements are generally consistent with what would be charged to a third party owner that is not affiliated with our Sponsor. The agreements are generally terminable by the owner in the event of a sale or upon 30 days written notice.

Stockholders’ Agreement

In connection with this offering, we intend to enter into a stockholders’ agreement with our Sponsor and its affiliates. This agreement will require us to nominate a number of individuals designated by our Sponsor for election as our directors at any meeting of our stockholders (each a “Sponsor Director”) such that, upon the election of each such individual, and each other individual nominated by or at the direction of our board of directors or a duly-authorized committee of the board, as a director of our company, the number of Sponsor Directors serving as directors of our company will be equal to: (1) if our pre-IPO owners and their affiliates together continue to beneficially own at least 50% of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 50% of the total number of directors comprising our board of directors; (2) if our pre-IPO owners and their affiliates together continue to beneficially own at least 40% (but less than 50%) of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is at least 40% of the total number of directors comprising our board of directors; (3) if our pre-IPO owners and their affiliates together continue to beneficially own at least 30% (but less than 40%) of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is at least 30% of the total number of directors comprising our board of directors; (4) if our pre-IPO owners and their affiliates together continue to beneficially own at least 20% (but less than 30%) of the total Outstanding Brixmor

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Interests as of the record date for such meeting, the lowest whole number that is at least 20% of the total number of directors comprising our board of directors; and (5) if our pre-IPO owners and their affiliates together continue to beneficially own at least 5% (but less than 20%) of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is at least 10% of the total number of directors comprising our board of directors. For so long as the stockholders’ agreement remains in effect, Sponsor Directors may be removed only with the consent of our Sponsor. In the case of a vacancy on our board created by the removal or resignation of a Sponsor Director, the stockholders’ agreement will require us to nominate an individual designated by our Sponsor for election to fill the vacancy. As described more specifically in “Material Provisions of Maryland Law and of our Charter and Bylaws,” the stockholders’ agreement and our charter and bylaws require that certain amendments to our charter and bylaws, and any change to the number of our directors, will require the consent of our Sponsor.

Our Sponsor has advised us that, when it ceases to own a majority of the total Outstanding Brixmor Interests, it will ensure that Blackstone employees will no longer constitute a majority of our board of directors.

The stockholders’ agreement will remain in effect until our Sponsor is no longer entitled to nominate a Sponsor Director pursuant to the stockholders’ agreement, unless our Sponsor requests that it terminate at an earlier date.

Exchange Agreement

We have entered into an exchange agreement with the holders of the Outstanding BPG Subsidiary Shares so that these holders may, from and after the first anniversary of the date of the closing of this offering (subject to the terms of the exchange agreement), exchange their BPG Subsidiary Shares for shares of our common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, share dividends and reclassifications, or, at our election, for cash. Notwithstanding the foregoing, our Sponsor is generally permitted to exchange BPG Subsidiary Shares at any time. We have agreed, and our existing stockholder has approved, from and after the first anniversary of the date of the closing of this offering, upon written request by the holders of a majority of the Outstanding BPG Subsidiary Shares, and subject to compliance with applicable law, to effect an exchange of all of the Outstanding BPG Subsidiary Shares by causing BPG Subsidiary to merge with and into Brixmor Property Group Inc. or a wholly-owned subsidiary of Brixmor Property Group Inc., with the holders of all Outstanding BPG Subsidiary Shares to receive shares of our common stock on a one for one basis subject to customary conversion rate adjustments for splits, share dividends and reclassifications, or, at our election, for an equivalent amount of cash.

Registration Rights Agreement

In connection with this offering, we intend to enter into a registration rights agreement that will provide our Sponsor and Centerbridge an unlimited number of “demand” registrations and customary “piggyback” registration rights. Under the registration rights agreement, we will also agree to register the delivery to the exchanging party of shares of our common stock upon exchange or redemption of Outstanding BPG Subsidiary Shares and Outstanding OP Units or, if such registration is not permitted, the resale of such shares of common stock by such exchanging party. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities which may arise under the Securities Act.

Indemnification Agreements

We intend to enter into indemnification agreements with our directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Maryland law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

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There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Statement of Policy Regarding Transactions with Related Persons

Prior to the completion of this offering, our board of directors will adopt a written statement of policy regarding transactions with related persons, which we refer to as our “related person policy.” Our related person policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The General Counsel will then promptly communicate that information to our board of directors. No related person transaction will be executed without the approval or ratification of our board of directors or a duly authorized committee of our board of directors. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

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POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of certain of our investment, financing and other policies that will be in place following the completion of this offering. These policies have been determined by our board of directors and, in general, may be amended and revised from time to time at the discretion of our board of directors without notice to or a vote of our stockholders.

Investment Policies

Investment in Real Estate or Interests in Real Estate

Our investment objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value to allow for stable dividends and stock appreciation. We have not established a specific policy regarding the relative priority of these investment objectives. For a discussion of our properties and our acquisition and other strategic objectives, see “Business.”

We have invested and intend to continue to invest primarily in well located, high quality, shopping centers in the United States. Future investment activities will not be limited to any geographic area, product type or to a specified percentage of our assets. While we may diversify in terms of property locations, size and market or submarket, we do not have any limit on the amount or percentage of our assets that may be invested in any one property or any one geographic area. We intend to engage in such future investment or development activities in a manner that is consistent with our qualification as a REIT for U.S. federal income tax purposes. We do not have a specific policy to acquire assets primarily for capital gain or primarily for income. In addition, we may purchase or lease income-producing commercial and other types of properties for long-term investment, expand and improve the properties we presently own or other acquired properties, or sell such properties, in whole or in part, when circumstances warrant.

We participate with third parties in property ownership, through joint ventures or other types of co-ownership, and we may engage in such activities in the future if we determine that doing so would be the most effective means of owning or acquiring properties. We do not expect, however, to enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies. We also may acquire real estate or interests in real estate in exchange for the issuance of common stock, preferred stock or options to purchase stock or interests in our subsidiaries, including our Operating Partnership.

Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these investments. Principal and interest on our debt will have a priority over any dividends with respect to our common stock. Investments are also subject to our policy not to be required to register as an investment company under the Investment Company Act.

Investments in Real Estate Mortgages

Our business objectives emphasize equity investments in retail real estate. Although we do not presently intend to invest in mortgages or deeds of trust, other than in a manner that is ancillary to an equity investment, we may elect, in our discretion, to invest in mortgages and other types of real estate interests, including, without limitation, participating or convertible mortgages; provided , in each case, that such investment is consistent with our qualification as a REIT. Investments in real estate mortgages run the risk that one or more borrowers may default under certain mortgages and that the collateral securing certain mortgages may not be sufficient to enable us to recoup our full investment.

Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

Subject to the asset tests and gross income tests necessary for REIT qualification, we may invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers, including

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for the purpose of exercising control over such entities. We do not currently have any policy limiting the types of entities in which we may invest or the proportion of assets to be so invested, whether through acquisition of an entity’s common stock, limited liability or partnership interests, interests in another REIT or entry into a joint venture. As of December 31, 2012, our investment in marketable securities totaled $24.9 million. Our investments in marketable securities as of December 31, 2011 and 2010 were $23.0 million and $20.2 million, respectively. To the extent we make such investments in the future, we intend to invest primarily in entities that own retail real estate. We have no current plans to make additional investments in entities that are not engaged in real estate activities. Our investment objectives are to maximize the cash flow of our investments, acquire investments with growth potential and provide cash distributions and long-term capital appreciation to our stockholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives.

Investment in Other Securities

Other than as described above, we do not intend to invest in any additional securities such as bonds, preferred stocks or common stock.

Dispositions

We may from time to time dispose of properties if, based upon management’s periodic review of our portfolio, our board of directors determines such action would be in our best interest. In addition, we may elect to enter into joint ventures or other types of co-ownership with respect to properties that we already own, either in connection with acquiring interests in other properties (as discussed above in “—Investment in Real Estate or Interests in Real Estate”) or from investors to raise equity capital.

Financing Policies

We expect to employ leverage in our capital structure in amounts determined from time to time by our board of directors. Although our board of directors has not adopted a policy that limits the total amount of indebtedness that we may incur, it will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed or variable rate. Our charter and bylaws that will be in effect following this offering will not limit the amount or percentage of indebtedness that we may incur nor will they restrict the form in which our indebtedness will be taken (including recourse or non-recourse debt, cross collateralized debt, etc.). Our board of directors may from time to time modify our debt policy in light of the then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors.

To the extent our board of directors determines to obtain additional capital, we may, without stockholder approval, issue debt or equity securities, retain earnings (subject to the REIT distribution requirements for U.S. federal income tax purposes) or pursue a combination of these methods.

Conflict of Interest Policies

We have adopted certain policies designed to eliminate or minimize certain potential conflicts of interest. Specifically, we adopted a code of business conduct and ethics that generally prohibits conflicts of interest between our officers and employees on the one hand, and our company on the other hand. Our code of business conduct and ethics will also generally limit our employees and officers from competing with our company or taking for themselves opportunities that are discovered through use of property or information of or position with our company. Waivers of our code of business conduct and ethics may be granted by the board of directors or a committee thereof. However, we cannot assure you these policies or provisions of law will always succeed in eliminating the influence of such conflicts. If they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders. In addition, our charter will, to the maximum extent permitted from

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time to time by Maryland law, renounce any interest or expectancy that we have in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by our directors or their affiliates, other than to those directors who are employed by us or our subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director. See “Material Provisions of Maryland Law and of our Charter and Bylaws—Competing Interests and Activities of our Non-Employees Directors.”

Policies with Respect to Other Activities

We have authority to offer common stock, preferred stock, options to purchase stock or other securities in exchange for property, repurchase or otherwise acquire our common stock or other securities in the open market or otherwise, and we may engage in such activities in the future. Our board of directors has no present intention of causing us to repurchase any common stock, although we may do so in the future. We may issue preferred stock from time to time, in one or more series, as authorized by our board of directors without the need for stockholder approval. See “Description of Stock.” We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers and do not intend to do so. At all times, we intend to make investments in such a manner as to qualify as a REIT, unless because of circumstances or changes in the Code or the Treasury Regulations our board of directors determines that it is no longer in our best interest to qualify as a REIT. We may make loans to third parties, including, without limitation, to joint ventures in which we participate. We intend to make investments in such a way that we will not be treated as an investment company under the Investment Company Act.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of the Outstanding Brixmor Interests immediately following this offering by (1) each person known to us to beneficially own more than 5% of any class of the outstanding voting securities of Brixmor Property Group Inc., (2) each of our directors, director nominees and named executive officers and (3) all of our directors and executive officers as a group.

The information set forth below regarding the number of shares of our common stock, OP Units and BPG Subsidiary Shares beneficially owned by the identified persons gives effect to the acquisition by such persons of such shares and units pursuant to the IPO Property Transfers.

Beneficial ownership is determined in accordance with the rules of the SEC.


Name of Beneficial Owner (1)	Number of Shares of Common Stock Beneficially Owned	Percentage of All Shares of Common Stock	Number of BPG Subsidiary Shares Beneficially Owned (2)	Number of OP Units Beneficially Owned (2)	Percentage of All Outstanding Brixmor Interests (2)(3)
Blackstone (4)
Centerbridge (5)
Michael Carroll
John G. Schreiber (6)
A.J. Agarwal (7)
Michael Berman
Anthony W. Deering
Jonathan D. Gray (7)
Nadeem Meghji (7)
William D. Rahm (8)
William J. Stein (7)
Timothy Bruce
Steven F. Siegel
Dean Bernstein
All directors, director nominees and executive officers as a group (15 persons)

(1)

Our named executive officers for 2012 were Michael Carroll, Timothy Bruce, Steven F. Siegel, Dean Berstein and Tiffanie Fisher. Ms. Fisher, who formerly served as our Executive Vice President and Chief Financial Officer, has been omitted from the table as she does not beneficially own any Brixmor Interests as of the date of this prospectus. On May 20, 2013, Michael V. Pappagallo became our President and Chief Financial Officer.

(2)

Subject to certain requirements and restrictions, the BPG Subsidiary Shares are exchangeable for shares of our common stock, on a one-for-one basis, or, at our option, cash and the OP Units are redeemable for cash or, at our option, exchangeable for shares of our common stock, on a one-for-one basis, in each case, from and after the first anniversary date of the closing of this offering. See “Organizational Structure.” Beneficial ownership of BPG Subsidiary Shares and OP Units reflected in this table are presented separately from the beneficial ownership of the shares of our common stock for which such BPG Subsidiary Shares or OP Units may be exchanged. Notwithstanding the foregoing, our Sponsor and Centerbridge are generally permitted to exchange BPG Subsidiary Shares and redeem their OP Units for shares of our common stock at any time.

(3)	Assumes shares of our common stock, OP Units and BPG Subsidiary Shares outstanding immediately following this offering.

(4)	Reflects shares of our common stock directly held by BRE Retail Holdco L.P. (“BRE Retail Holdco”) and BPG Subsidiary Shares directly held by Blackstone Retail Transaction II Holdco L.P. (“Blackstone Retail Transaction II”). The general partner of each of BRE Retail Holdco and Blackstone

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Retail Transaction II is Blackstone Real Estate Associates VI L.P. The general partner for Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The managing member of BREA VI L.L.C. is Blackstone Holdings III L.P.

Also reflects OP Units directly held by BRE Southeast Retail and OP Units directly held by BRE Throne JV Member LLC (“BRE Throne JV”). The sole or majority member of each of the members of BRE Throne JV that together control a majority membership interest therein is BRE Throne Holdings Member LLC. The sole member of BRE Throne Holdings Member LLC is BRE Throne NR Parent LLC (“BRE Throne Parent”). BRE Southeast Retail and BRE Throne Parent are owned by a number of affiliated limited partnerships (the “BREP VII Partnerships”) holding a majority membership interest in BRE Throne Parent and BRE Southeast Retail, respectively. The general partner of each of the BREP VII Partnerships is Blackstone Real Estate Associates VII L.P. The general partner of Blackstone Real Estate Associates VII L.P. is BREA VII L.L.C. The managing member of BREA VII L.L.C. is Blackstone Holdings III L.P.

The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Steven A. Schwarzman. Each of such Blackstone entities (other than BRE Retail Holdco, Blackstone Retail Transaction II, BRE Southeast Retail and BRE Throne JV to the extent of their direct holdings) and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by BRE Retail Holdco, Blackstone Retail Transaction II, BRE Southeast Retail and BRE Throne JV directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such shares. The address of each of Mr. Schwarzman and each of the other entities listed in this footnote is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.

(5)

Reflects shares of our common stock held directly by Centerbridge Credit Partners, L.P., shares of our common stock held directly by Centerbridge Credit Partners TE Intermediate I, L.P., shares of our common stock held directly by Centerbridge Credit Partners Offshore Intermediate III, L.P. and shares of our common stock held directly by Centerbridge Special Credit Partners, L.P. Centerbridge Credit Partners General Partner, L.P. is the general partner of Centerbridge Credit Partners, L.P. and Centerbridge Credit Partners TE Intermediate I, L.P. Centerbridge Credit GP Investors, L.L.C. is the general partner of Centerbridge Credit Partners General Partner, L.P. Centerbridge Special Credit Partners General Partner, L.P. is the general partner of Centerbridge Special Credit Partners, L.P. Centerbridge Special GP Investors, L.L.C. is the general partner of Centerbridge Special Credit Partners General Partner, L.P. Centerbridge Credit Partners Offshore General Partner, L.P. is the general partner of Centerbridge Credit Partners Offshore Intermediate III, L.P. Centerbridge Credit Offshore GP Investors, L.L.C. is the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. Mark. T. Gallogly and Jeffrey H. Aronson are the managing members of Centerbridge Credit GP Investors, L.L.C., Centerbridge Special GP Investors, L.L.C. and Centerbridge Credit Offshore GP Investors, L.L.C. The address of Mr. Gallogly, Mr. Aronson and each entity or individual described in this footnote (5) is c/o Centerbridge Partners, L.P., 375 Park Avenue, 12th Floor, New York, New York 10152.

(6)	Mr. Schreiber is a partner and co-founder of Blackstone Real Estate Advisors, which is affiliated with Blackstone. Mr. Schreiber disclaims beneficial ownership of the shares beneficially owned by Blackstone.

(7)	Messrs. Agarwal, Gray, Meghji and Stein are each employees of Blackstone, but each disclaims beneficial ownership of the shares beneficially owned by Blackstone. The address for Messrs. Agarwal, Gray, Meghji and Stein is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.

(8)	Mr. Rahm is an employee of Centerbridge, but disclaims beneficial ownership of the shares beneficially owned by Centerbridge.

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The foregoing table assumes that the initial public offering price for shares of our common stock to be sold in this offering is $ per share, which is the midpoint of the price range indicated on the front cover of this prospectus. However, as discussed in “Organizational Structure—IPO Property Transfers” and “Management—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” the precise holdings of shares of our common stock, BPG Subsidiary Shares and OP Units by particular existing owners would differ from that presented in the table above if the actual initial public offering price per share differs from this assumed price.

For example, if the initial public offering price per share of common stock in this offering is $ , which is the low-point of the price range indicated on the front cover of this prospectus, the beneficial ownership of Brixmor Interests of the identified holders would be as follows:


Name of Beneficial	Number of Shares of Common Stock Beneficially Owned	Number of BPG Subsidiary Shares Beneficially Owned	Number of OP Units Beneficially Owned
Blackstone
Centerbridge
Michael Carroll
Timothy Bruce
Steven F. Siegel
Dean Bernstein
All directors and executive officers as a group (13 persons)

Conversely, if the initial public offering price per share of common stock in this offering is $ , which is the high-point of the price range indicated on the front cover of this prospectus, the beneficial ownership of Brixmor Interests of the identified holders would be as follows:


Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Number of BPG Subsidiary Shares Beneficially Owned	Number of OP Units Beneficially Owned
Blackstone
Centerbridge
Michael Carroll
Timothy Bruce
Steven F. Siegel
Dean Bernstein
All directors and executive officers as a group (13 persons)

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DESCRIPTION OF INDEBTEDNESS

Unsecured Credit Facility

Our Operating Partnership has entered into a senior unsecured credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (the “Unsecured Credit Facility”).

The Unsecured Credit Facility consists of:

•

a $1,250.0 million revolving credit facility (the “Revolving Facility”), which will mature on July 31, 2017, with a one-year extension option; and

•

a $1,500.0 million term loan facility (the “Term Loan Facility”), which will mature on July 31, 2018.

Our Operating Partnership, which is referred to in this section as the “Borrower,” is the borrower under the Unsecured Credit Facility. The Revolving Facility component includes borrowing capacity available for letters of credit and for short-term borrowings referred to as swing line borrowings. The Unsecured Credit Facility also provides us with the option to increase the size of the Revolving Facility and enter into additional incremental credit facilities, subject to certain limitations.

Interest Rate and Fees

Borrowings under the Unsecured Credit Facility bear interest, at the Borrower’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1.00% or (b) a LIBOR rate determined by reference to the BBA LIBOR rate for the interest period relevant to such borrowing. The margin for the Revolving Facility is based on a total leverage based grid and ranges from 0.50% to 1.10%, in the case of base rate loans, and 1.50% to 2.10%, in the case of LIBOR rate loans. The margin for the Term Loan Facility is 10 basis points lower than the applicable Revolving Facility margin. The Revolving Facility can decrease by an additional 10 basis points under certain circumstances. In addition, upon receiving an investment grade rating, the Borrower may elect to convert to a credit rating based pricing grid.

In addition to paying interest on outstanding principal under the Unsecured Credit Facility, the Borrower is required to pay a commitment fee to the lenders under the Revolving Facility in respect of the unutilized commitments thereunder. The commitment fee rate is based on the daily-unused amount of the Revolving Facility and is either 0.250% or 0.175% per annum based on the unused facility amount. Upon converting to credit rating pricing based grid, the unused facility fee will no longer apply and the Borrower will be required to pay a facility fee ranging from 15 to 35 basis points. We are also required to pay customary letter of credit fees.

Prepayments

No prepayment is required under the Unsecured Credit Facility. The Borrower is permitted to voluntarily repay amounts outstanding under the Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to LIBOR loans. Once repaid, no further borrowings are permitted under the Term Loan Facility.

Amortization

The Unsecured Credit Facility has no amortization payments.

Guarantees

The obligations under the Unsecured Credit Facility are guaranteed by both BPG Subsidiary and Brixmor OP GP LLC (together, the “Parent Guarantors”), as well as by both Brixmor Residual Holdings LLC and

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Brixmor GA America LLC (the “Material Subsidiary Guarantors”, and together with the Parent Guarantors, the “Guarantors”). The guarantees from the Material Subsidiary Guarantors are automatically released upon the occurrence of certain events, including upon the Borrower obtaining an investment grade rating.

Certain Covenants and Events of Default

The Unsecured Credit Facility contains certain customary affirmative and negative covenants and events of default. Such covenants, among other things, restrict, subject to certain exceptions, the ability of the Parent Guarantors, the Borrower and their respective subsidiaries to:

•

engage in certain mergers or consolidations;

•

sell, lease or transfer all or substantially all of their respective assets;

•

engage in certain transactions with affiliates; and

•

make changes in nature of the business.

The Unsecured Credit Facility also requires the Borrower to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unsecured leverage ratio, (iv) minimum fixed charge coverage ratio, (v) minimum tangible net worth and (vi) minimum unsecured debt yield ratio (which will no longer apply upon the occurrence of certain events).

Mortgages and Secured Loans

We had $5,999.0 million and $5,991.8 million of mortgage and secured loans outstanding as of December 31, 2012 and June 30, 2013, respectively. Of these mortgage and secured loans, $5,330.4 million and $5,266.3 million accrued interest at fixed rates, with a weighted average interest rate of 5.97% as of December 31, 2012 and 5.96% as of June 30, 2013. The remaining $668.6 million and $725.5 million of our mortgage and secured senior loans accrued interest at variable rates with a weighted average interest rate of 4.60% as of December 31, 2012 and 4.53% as of June 30, 2013. The mortgages and secured loans are collateralized by certain of our properties and the equity interests of certain of our subsidiaries. These properties had a carrying values of $8.1 billion and $8.0 billion, respectively, as of December 31, 2012 and June 30, 2013. For additional information see notes 9 and 7, respectively, in our audited and unaudited financial statements included elsewhere in this prospectus.

As of June 30, 2013, the properties in the IPO Portfolio were encumbered by an aggregate of $4,060.7 million of mortgages and secured loans with a weighted average interest rate of 5.60%, of which $424.3 million is allocable to our Acquired Properties with a weighted average interest rate of 4.09%. In connection with this offering we will repay certain indebtedness that is attributable to several of the Acquired Properties. See “Organizational Structure—IPO Property Transfers.”

Brixmor LLC Senior Notes

New Plan Realty Trust, Inc. (including its successor New Plan Excel Realty Trust, Inc., “New Plan”), the predecessor of Brixmor LLC as amended and supplemented, our wholly-owned indirect subsidiary, issued the following notes under an indenture dated March 29, 1995 (the “1995 Indenture”) that remain outstanding:

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on June 3, 1996, $10 million aggregate principal amount of 7.970% unsecured senior notes due 2026 (the “7.970% Senior Notes”);

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on October 9, 1996, $25 million aggregate principal amount of 7.650% unsecured senior notes due 2026 (the “7.650% Senior Notes”);

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on November 1, 1996, $10 million aggregate principal amount of 7.680% unsecured senior notes due 2026 and $10 million aggregate principal amount of 7.680% unsecured senior notes due 2026 (together, the “7.680% Senior Notes”); and

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on January 9, 1998, $25 million aggregate principal amount of 6.900% unsecured senior notes due 2028 and $25 million aggregate principal amount of 6.900% unsecured senior notes due 2028 (together, the “6.900% Senior Notes”).

New Plan issued the following notes under an indenture dated February 3, 1999 (as amended and supplemented, the “1999 Indenture”) that remain outstanding:

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on July 30, 1999, $25 million aggregate principal amount of 7.500% unsecured senior notes due 2029 (the “7.500% Senior Notes”);

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on May 19, 2003, $10,000 aggregate principal amount of 3.750% convertible senior notes due 2023 (the “3.750% Convertible Senior Notes”); and

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on November 20, 2003, $50 million aggregate principal amount of 5.500% unsecured senior notes due November 2013 (the “5.500% Senior Notes”).

New Plan issued the following notes under an indenture dated January 30, 2004 (as amended and supplemented, the “2004 Indenture” and, together with the 1995 Indenture and the 1999 Indenture, the “Indentures”) that remain outstanding:

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on January 13, 2005, $100 million aggregate principal amount of 5.300% unsecured senior notes due 2015 (the “5.300% Senior Notes”); and

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on September 19, 2005, $125 million aggregate principal amount of 5.250% unsecured senior notes due 2015 (the “5.250% Senior Notes,” and, together with the 7.970% Senior Notes, the 7.650% Senior Notes, the 7.680% Senior Notes, the 6.900% Senior Notes, the 5.500% Senior Notes, the 3.750% Convertible Senior Notes, the 7.500% Senior Notes and the 5.300% Senior Notes, the “Brixmor LLC Senior Notes”).

As of June 30, 2013, Brixmor LLC had outstanding approximately $404.6 million aggregate principal amount of the Brixmor LLC Senior Notes.

Interest on the Brixmor LLC Senior Notes is payable semi-annually in arrears.

Guarantees

The obligations under the 7.500% Senior Notes are guaranteed by New Plan Realty Trust, LLC, a wholly-owned indirect subsidiary of Brixmor LLC.

Ranking

The Brixmor LLC Senior Notes are the senior unsecured obligations of Brixmor LLC and they:

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rank senior in right of payment to all existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Brixmor LLC Senior Notes;

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rank equally in right of payment to all existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the Brixmor LLC Senior Notes; and

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are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of Brixmor LLC’s subsidiaries that is not a guarantor of the Brixmor LLC Senior Notes.

Covenants

The Indentures governing the Brixmor LLC Senior Notes contain a number of covenants that, among other things, restrict the ability of Brixmor LLC and its subsidiaries to incur additional indebtedness, require Brixmor

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LLC to maintain an “unencumbered total asset value” (as separately defined in each of the Indentures) at a specified level and, in the case of the 1995 Indenture, limit prior to January 15, 2014 sales or transfers of real property (or any equity interest in any person whose principal asset is real property), or the right to receive the income or profits therefrom, to any affiliate of Brixmor LLC or any person that owns an equity interest in Brixmor LLC. These covenants are subject to a number of important limitations and exceptions. The senior unsecured notes issued under the 1995 Indenture are also puttable on January 15, 2014 at the option of the holders at a price equal to 100% of the principal amount thereof plus any accrued and unpaid interest to, but not including, the repurchase date.

Optional Redemption

Brixmor LLC may redeem some or all of the 5.300% Senior Notes and the 5.250% Senior Notes at any time at a price equal to 100% of the principal amount of 5.300% Senior Notes or 5.250% Senior Notes, respectively, redeemed plus a Make-Whole Amount (as defined below) as of, and accrued and unpaid interest to, the redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date. The “Make-Whole Amount” is defined as the excess, if any, of (a) the aggregate present value at such redemption date of (i) each dollar of principal being redeemed, plus (ii) all required interest payments due on such 5.300% Senior Note or 5.250% Senior Note through the redemption date (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus, in the case of the 5.300% Senior Notes, 15 basis points, or, in the case of the 5.250% Senior Notes, 20 basis points, over (b) the aggregate principal amount of 5.300% Senior Notes or 5.250% Senior Notes being redeemed.

Brixmor LLC may also redeem some or all of the 3.750% Convertible Senior Notes at any time at a price equal to 100% of the principal amount of 3.750% Convertible Senior Notes redeemed plus accrued and unpaid interest to the redemption date.

Brixmor LLC may not redeem the 5.500% Senior Notes, the 7.970% Senior Notes, the 7.650% Senior Notes, the 7.680% Senior Notes, the 6.900% Senior Notes or the 7.500% Senior Notes prior to the maturity date.

Purchase at the Option of the Holders

The Brixmor LLC Senior Notes issued under the 1995 Indenture have a one-time put repurchase right that requires Brixmor LLC to offer to repurchase the notes if tendered by holders for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. As of June 30, 2013, approximately $104.6 million aggregate principal amount of the Brixmor LLC Senior Notes containing this provision remained outstanding.

Holders of the 3.750% Convertible Senior Notes may require Brixmor LLC to purchase all or a portion of their 3.750% Convertible Senior Notes for cash on June 1, 2018, or upon a fundamental change, at a purchase price equal to 100% of the principal amount of the 3.750% Convertible Senior Notes to be purchased, plus accrued and unpaid interest, if any, to the applicable purchase date.

Events of Default

The Indentures provide for certain events of default which, if any of them were to occur, would permit or require the principal of and accrued interest, if any, on the Senior Notes to become or be declared due and payable.

As of June 30, 2013, we were in compliance with all covenants and the provisions contained in the indentures and supplemental indentures governing the Brixmor LLC Senior Notes.

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DESCRIPTION OF STOCK

The following summary of the terms of our common stock as it will be in effect immediately following this offering is a summary and is qualified in its entirety by reference to our charter and bylaws, as they will be in effect upon completion of this offering, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part, and the MGCL. See “Where You Can Find More Information.” The issuance of our common stock in this offering is conditioned upon the requisite stockholder approval and effectiveness of our conversion to a Maryland corporation and of our amended and restated charter.

General

Our charter authorizes us to issue up to 3,000,000,000 shares of common stock, $0.01 par value per share, and up to 300,000,000 shares of preferred stock, $0.01 par value per share. Our charter authorizes our board of directors, without stockholder approval, to amend our charter to increase or decrease the aggregate number of shares of stock that we are authorized to issue or the number of authorized shares of any class or series. Under Maryland law, a stockholder generally is not liable for a corporation’s debts or obligations solely as a result of the stockholder’s status as a stockholder.

Common Stock

Subject to the restrictions on ownership and transfer of our stock discussed below under the caption “—Restrictions on Ownership and Transfer” and the voting rights of holders of outstanding shares of any other class or series of our stock, holders of our common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our common stock do not have cumulative voting rights in the election of directors.

Holders of our common stock are entitled to receive dividends as and when authorized by our board of directors and declared by us out of assets legally available for the payment of dividends. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of outstanding shares of any other class or series of our stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of our common stock do not have preemptive, subscription, redemption or conversion rights. There are no sinking fund provisions applicable to the common stock. Holders of our common stock generally have no appraisal rights. All shares of our common stock that will be outstanding at the time of the completion of the offering will be fully paid and nonassessable and have equal dividend and liquidation rights. The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock or any other class or series of stock we may authorize and issue in the future.

Under Maryland law, a Maryland corporation generally cannot amend its charter, consolidate, merge, sell all or substantially all of its assets, engage in a share exchange or dissolve unless the action is advised by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. As permitted by Maryland law, our charter provides that any of these actions may be approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter, although, for so long as the stockholders’ agreement remains in effect, certain amendments to our charter inconsistent with the rights of our Sponsor or Centerbridge under the stockholders’ agreement or our charter or bylaws also require our Sponsor’s consent and, in certain cases, Centerbridge’s consent. See “Material Provisions of Maryland Law and of our Charter and Bylaws.” In addition, because many of our operating assets are held by our subsidiaries, these subsidiaries may be able to merge or sell all or substantially all of their assets without the approval of our stockholders.

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Power to Reclassify and Issue Stock

Our board of directors may, without approval of holders of our common stock, classify and reclassify any unissued shares of our stock into other classes or series of stock, including one or more classes or series of stock that have priority over our common stock with respect to dividends or upon liquidation, or have voting rights and other rights that differ from the rights of the common stock, and authorize us to issue the newly-classified shares. Before authorizing the issuance of shares of any new class or series, our board of directors must set, subject to the provisions in our charter relating to the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series of stock. These actions may be taken without the approval of holders of our common stock unless such approval is required by applicable law, the terms of any other class or series of our stock or the rules of any stock exchange or automated quotation system on which any of our stock is listed or traded.

Restrictions on Ownership and Transfer

In order for us to qualify as a REIT for U.S. federal income tax purposes, our stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of our stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities such as qualified pension plans) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Our charter contains restrictions on the ownership and transfer of our stock. Subject to the exceptions described below, no person or entity may beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (in value or by number of shares, whichever is more restrictive) of our outstanding common stock or 9.8% in value of our outstanding stock. We refer to these restrictions, collectively, as the “ownership limit.” We expect that, before the completion of this offering, our board of directors will grant an exemption from the ownership limit to our Sponsor and its affiliates.

The constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding common stock or 9.8% of our outstanding stock, or the acquisition of an interest in an entity that owns our stock, could, nevertheless, cause the acquiror or another individual or entity to own our stock in excess of the ownership limit.

Our board of directors may, upon receipt of certain representations and agreements and in its sole discretion, prospectively or retroactively, waive the ownership limit and may establish or increase a different limit on ownership, or excepted holder limit, for a particular stockholder if the stockholder’s ownership in excess of the ownership limit would not result in our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT. As a condition of granting a waiver of the ownership limit or creating an excepted holder limit, our board of directors may, but is not required to, require an opinion of counsel or IRS ruling satisfactory to our board of directors as it may deem necessary or advisable to determine or ensure our status as a REIT and may impose such other conditions or restrictions as it deems appropriate.

In connection with granting a waiver of the ownership limit or creating or modifying an excepted holder limit, or at any other time, our board of directors may increase or decrease the ownership limit unless, after giving effect to any increased or decreased ownership limit, five or fewer persons could beneficially own, in the aggregate, more than 49.9% in value of the shares of our stock then outstanding or we would otherwise fail to qualify as a REIT. A decreased ownership limit will not apply to any person or entity whose percentage of ownership of our stock is in excess of the decreased ownership limit until the person or entity’s ownership of our stock equals or falls below the decreased ownership limit, but any further acquisition of our stock will be subject to the decreased ownership limit.

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Our charter also prohibits:

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any person from beneficially or constructively owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT; and

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any person from transferring shares of our stock if the transfer would result in shares of our stock being beneficially owned by fewer than 100 persons; and

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any person from beneficially owning shares of our stock to the extent such ownership would result in our failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code.

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our stock that will or may violate the ownership limit or any of the other restrictions on ownership and transfer of our stock, and any person who is the intended transferee of shares of our stock that are transferred to a trust for the benefit of one or more charitable beneficiaries described below, must give immediate written notice of such an event or, in the case of a proposed or attempted transfer, give at least 15 days’ prior written notice to us and provide us with such other information as we may request in order to determine the effect of the transfer on our status as a REIT. The provisions of our charter relating to the restrictions on ownership and transfer of our stock will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT, or that compliance is no longer required in order for us to qualify as a REIT.

Any attempted transfer of our stock that, if effective, would result in our stock being beneficially owned by fewer than 100 persons will be null and void. Any attempted transfer of our stock that, if effective, would result in a violation of the ownership limit (or other limit established by our charter or our board of directors), our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or our otherwise failing to qualify as a REIT or as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code will cause the number of shares causing the violation (rounded up to the nearest whole share) to be transferred automatically to a trust for the exclusive benefit of one or more charitable beneficiaries, and the proposed transferee will not acquire any rights in the shares. The automatic transfer will be effective as of the close of business on the business day before the date of the attempted transfer or other event that resulted in a transfer to the trust. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent a violation of the applicable restrictions on ownership and transfer of our stock, then the attempted transfer that, if effective, would have resulted in a violation of the ownership limit (or other limit established by our charter or our board of directors), our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or our otherwise failing to qualify as a REIT or as a “domestically controlled qualified investment entity,” will be null and void.

Shares of our stock held in the trust will be issued and outstanding shares. The proposed transferee will not benefit economically from ownership of any shares of our stock held in the trust and will have no rights to dividends and no rights to vote or other rights attributable to the shares of our stock held in the trust. The trustee of the trust will exercise all voting rights and receive all dividends and other distributions with respect to shares held in the trust for the exclusive benefit of the charitable beneficiary of the trust. Any dividend or other distribution paid before we discover that the shares have been transferred to a trust as described above must be repaid by the recipient to the trustee upon demand. Subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority to rescind as void any vote cast by a proposed transferee before our discovery that the shares have been transferred to the trust and to recast the vote in the sole discretion of the trustee. However, if we have already taken irreversible corporate action, then the trustee may not rescind or recast the vote.

Within 20 days of receiving notice from us of a transfer of shares to the trust, the trustee must sell the shares to a person that would be permitted to own the shares without violating the ownership limit or the other

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restrictions on ownership and transfer of our stock in our charter. After the sale of the shares, the interest of the charitable beneficiary in the shares transferred to the trust will terminate and the trustee must distribute to the proposed transferee an amount equal to the lesser of:

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the price paid by the proposed transferee for the shares or, if the event that resulted in the transfer to the trust did not involve a purchase of such shares at market price, which will generally be the last sales price reported on the NYSE, the market price on the last trading day before the day of the event that resulted in the transfer of such shares to the trust; and

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the sales proceeds (net of commissions and other expenses of sale) received by the trust for the shares.

The trustee must distribute any remaining funds held by the trust with respect to the shares to the charitable beneficiary. If the shares are sold by the proposed transferee before we discover that they have been transferred to the trust, the shares will be deemed to have been sold on behalf of the trust and the proposed transferee must pay to the trustee, upon demand, the amount, if any, that the proposed transferee received in excess of the amount that the proposed transferee would have received had the shares been sold by the trustee.

Shares of our stock held in the trust will be deemed to be offered for sale to us, or our designee, at a price per share equal to the lesser of:

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the price per share in the transaction that resulted in the transfer to the trust or, if the event that resulted in the transfer to the trust did not involve a purchase of such shares at market price, the market price on the last trading day before the day of the event that resulted in the transfer of such shares to the trust; and

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the market price on the date we accept, or our designee accepts, such offer.

We may accept the offer until the trustee has otherwise sold the shares of our stock held in the trust. Upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee must distribute the net proceeds of the sale to the proposed transferee and distribute any dividends or other distributions held by the trustee with respect to the shares to the charitable beneficiary.

Every owner of 5% or more (or such lower percentage as required by the Code or the regulations promulgated thereunder) of our stock, within 30 days after the end of each taxable year, must give us written notice stating the person’s name and address, the number of shares of each class and series of our stock that the person beneficially owns and a description of the manner in which the shares are held. Each such owner also must provide us with any additional information that we request in order to determine the effect, if any, of the person’s beneficial ownership on our status as a REIT and to ensure compliance with the ownership limit. In addition, any person or entity that is a beneficial owner or constructive owner of shares of our stock and any person or entity (including the stockholder of record) who is holding shares of our stock for a beneficial owner or constructive owner must, on request, disclose to us in writing such information as we may request in order to determine our status as a REIT or to comply, or determine our compliance, with the requirements of any governmental or taxing authority.

If our board of directors authorizes any of our shares to be represented by certificates, the certificates will bear a legend referring to the restrictions described above.

These restrictions on ownership and transfer of our stock could delay, defer or prevent a transaction or a change of control of us that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.

Transfer Agent and Registrar

We intend for the transfer agent and registrar for our common stock to be Computershare Trust Company, N.A.

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MATERIAL PROVISIONS OF MARYLAND LAW

AND OF OUR CHARTER AND BYLAWS

The following summary of certain provisions of Maryland law and of our charter and bylaws as they will be in effect upon completion of this offering is a summary and is qualified in its entirety by reference to our charter and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part, and by the MGCL. See “Where You Can Find More Information.”

Election and Removal of Directors

Our charter and bylaws provide that the number of our directors may be established only by our board of directors but may not be more than 15 or fewer than the minimum number permitted by Maryland law, which is one. As provided in the stockholders’ agreement and our bylaws, for so long as the stockholders’ agreement remains in effect, any action by our board of directors to increase or decrease the size of our board of directors generally requires the consent of our Sponsor and our Sponsor must consent to any amendment to our bylaws to modify this consent requirement. For so long as the stockholders’ agreement remains in effect, our bylaws require that, in order for an individual to qualify to be nominated or to serve as a director of our company, the individual must have been nominated in accordance with the stockholders’ agreement, including the requirement that we must nominate a certain number of directors designated by our Sponsor from time to time described under “Certain Relationships and Related Person Transactions—Stockholders’ Agreement,” and our Sponsor must consent to any amendment to our bylaws to eliminate these director qualifications. There will be no cumulative voting in the election of directors, and a director will be elected by a plurality of the votes cast in the election of directors.

Our charter provides that any vacancy on our board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum of the board of directors.

Our charter provides that a director may be removed with or without cause by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast generally in the election of directors, except that, for so long as the stockholders’ agreement remains in effect, the removal of a Sponsor Directors requires the consent of our Sponsor and our Sponsor must consent to any amendment to our charter to amend or modify this consent requirement.

Amendment to Charter and Bylaws

Except as described below and as provided in the MGCL, amendments to our charter must be advised by our board of directors and approved by the affirmative vote of our stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter and our board of directors has the exclusive power to amend our bylaws. Certain amendments to the provisions of our charter and bylaws requiring our Sponsor’s consent to certain actions (including amendments to such provisions of our charter or bylaws), or otherwise modifying our Sponsor’s or Centerbridge’s rights under the stockholders’ agreement or our charter or bylaws (such as our Sponsor’s right to call a special meeting of our stockholders and the requirement that, to be qualified to be nominated and to serve as a director, an individual must be nominated in accordance with the stockholders’ agreement), in either case, as described under “Material Provisions of Maryland Law and our Charter and Bylaws,” require the consent of our Sponsor and, in certain cases, Centerbridge. In addition, the provisions of our bylaws prohibiting our board of directors from revoking, altering or amending its resolution exempting any business combination from the “business combination” provisions of the MGCL and exempting any acquisition of our stock from the “control share” provisions of the MGCL must be approved by the affirmative vote of a majority of the votes cast on the matter by our stockholders.

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Business Combinations

Under the MGCL, certain “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, and, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

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any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or

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an affiliate or associate of the corporation who, at any time within the two-year period before the date in question, was the beneficial owner of 10% or more of the voting power of the corporation’s then outstanding voting stock.

A person is not an interested stockholder under the MGCL if the corporation’s board of directors approves in advance the transaction by which the person otherwise would have become an interested stockholder. In approving the transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the Maryland corporation and the interested stockholder generally must be recommended by the corporation’s board of directors and approved by the affirmative vote of at least:

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80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

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two-thirds of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the MGCL, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

The MGCL permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, our board of directors has adopted a resolution exempting any transactions between us and any other person. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations involving us. Our bylaws provide that this resolution or any other resolution of our board of directors exempting any business combination from the business combination provisions of the MGCL may only be revoked, altered or amended, and our board of directors may only adopt any resolution inconsistent with this resolution, with the affirmative vote of a majority of the votes cast on the matter by our stockholders entitled to vote generally in the election of directors. In the event that our board of directors amends or revokes this resolution, business combinations between us and an interested stockholder or an affiliate of an interested stockholder that are not exempted by our board of directors would be subject to the five-year prohibition and the super-majority vote requirements.

Control Share Acquisitions

The MGCL provides that a holder of control shares of a Maryland corporation acquired in a control share acquisition has no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by employees who are directors of the corporation are excluded from shares entitled to vote on the matter. Control shares are

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voting shares of stock that, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

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one-tenth or more but less than one-third;

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one-third or more but less than a majority; or

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a majority or more of all voting power.

Control shares do not include shares the acquiror is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiror does not deliver an acquiring person statement as required by the statute, then the corporation may, subject to certain limitations and conditions, redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to exercise or direct the exercise of a majority of the voting power, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting any acquisition of our stock by any person from the foregoing provisions on control shares, and this provision of our bylaws cannot be amended without the affirmative vote of a majority of the votes cast on the matter by our stockholders. In the event that our bylaws are amended to modify or eliminate this provision, acquisitions of our common stock may constitute a control share acquisition.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to be subject to any or all of five provisions, including:

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a classified board;

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a two-thirds vote of outstanding shares to remove a director;

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a requirement that the number of directors be fixed only by vote of the board of directors;

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a requirement that a vacancy on the board of directors be filled only by the affirmative vote of a majority of the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies; and

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a provision that a special meeting of stockholders must be called upon stockholder request only on the written request of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting.

We have elected in our charter to be subject to the provision of Subtitle 8 that provides that vacancies on our board of directors may be filled only by the remaining directors. We have not elected to be subject to any of the other provisions of Subtitle 8, including the provisions that would permit us to classify our board of directors or increase the vote required to remove a director without stockholder approval. Moreover, our charter provides that, without the affirmative vote of a majority of the votes cast on the matter by our stockholders, we may not elect to be subject to any of these additional provisions of Subtitle 8. We do not currently have a classified board and, subject to the right of our Sponsor to consent to the removal of any Sponsor Director, a director may be removed with or without cause by the affirmative vote of a majority of the votes entitled to be cast generally in the election of directors.

Through provisions in our charter and bylaws unrelated to Subtitle 8, we (1) vest in our board of directors the exclusive power to fix the number of directors, subject to our Sponsor’s right to consent to any change in the number of directors, and (2) require the request of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting to call a special meeting (unless the special meeting is called either by our board of directors, the chairman of our board of directors or our president, chief executive officer or secretary or at the request of our Sponsor as described below under the caption “—Special Meetings of Stockholders”).

Special Meetings of Stockholders

Our board of directors, the chairman of our board of directors or our president, chief executive officer or secretary may call a special meeting of our stockholders. Our bylaws provide that a special meeting of our stockholders to act on any matter that may properly be considered at a meeting of our stockholders must also be called by our secretary upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast on such matter at the meeting and containing the information required by our bylaws, or, for so long as our Sponsor and its affiliates together continue to beneficially own at least 40% of the total Outstanding Brixmor Interests, our Sponsor, and, for so long as the stockholders’ agreement remains in effect, a special meeting to act on the removal of one or more Sponsor Directors must be called by our secretary upon written request by our Sponsor. For so long as the stockholders’ agreement remains in effect, our Sponsor’s consent is required for any amendment to this provision of our bylaws.

Stockholder Action by Written Consent

The MGCL generally provides that, unless the charter of the corporation authorizes stockholder action by less than unanimous consent, stockholder action may be taken by consent in lieu of a meeting only if it is given by all stockholders entitled to vote on the matter. Our charter permits stockholder action by consent in lieu of a meeting to the extent permitted by our bylaws. Our bylaws provide that, so long as our pre-IPO owners and their affiliates together continue to beneficially own at least 40% of the total Outstanding Brixmor Interests, stockholder action may be taken without a meeting if a consent, setting forth the action so taken, is given by the stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted. For so long as our pre-IPO owners and their affiliates together continue to beneficially own at least 40% of the total Outstanding Brixmor Interests, our Sponsor’s consent is required for any amendment to these provisions of our charter and bylaws.

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Competing Interests and Activities of Our Non-Employee Directors

Our charter, to the maximum extent permitted from time to time by Maryland law, renounces any interest or expectancy that we have in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by our directors or their affiliates, other than to those directors who are employed by us or our subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director.

Our charter provides that, to the maximum extent permitted from time to time by Maryland law, none of our Sponsor, Centerbridge or any of their respective affiliates, or any director who is not employed by us or any of his or her affiliates, will have any duty to refrain from (1) engaging in similar lines of business in which we or our affiliates now engage or propose to engage or (2) otherwise competing with us or our affiliates, and our Sponsor, Centerbridge and each of our non-employee directors (including those designated by our Sponsor), and any of their respective affiliates, may (a) acquire, hold and dispose of shares of our stock, BPG Subsidiary Shares or OP Units for his, her or its own account or for the account of others, and exercise all of the rights of a stockholder of us or BPG Subsidiary, or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she or it were not our director or stockholder, and (b) in his, her or its personal capacity, or in his or her capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in mortgages, real property or persons engaged in the real estate business. In addition, our charter provides that, to the maximum extent permitted from time to time by Maryland law, in the event that our Sponsor, Centerbridge, any non-employee director or any of their respective affiliates acquires knowledge of a potential transaction or other business opportunity, no such person will have any duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and such person may take any such opportunity for himself, herself or itself or offer it to another person or entity unless the business opportunity is expressly offered to such person in his or her capacity as our director. Furthermore, any such person’s taking for himself, herself or itself, or offering or otherwise transferring to another person or entity, any such potential transaction or business or investment opportunity that has been renounced by us, whether pursuant to our charter or otherwise, shall not constitute an act or omission committed in bad faith or as the result of active or deliberate dishonesty, and any benefit received, directly or indirectly, by any such person as the result of the taking or developing, or the offering or other transfer to another person or entity, of any such potential transaction or business or investment opportunity shall not constitute receipt of an improper benefit, or an improper personal benefit, in money, property, services or otherwise. Our charter provides that, for so long as the stockholders’ agreement remains in effect, this provision of our charter may not be amended without the consent of our Sponsor and Centerbridge.

Advance Notice of Director Nomination and New Business

Our bylaws provide that nominations of individuals for election as directors and proposals of business to be considered by stockholders at any annual meeting may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or any duly authorized committee of our board of directors or (3) by any stockholder who was a stockholder of record at the time of provision of notice and at the time of the meeting, who is entitled to vote at the meeting in the election of the individuals so nominated or on such other proposed business and who has complied with the advance notice procedures of our bylaws. Stockholders generally must provide notice to our secretary not earlier than the 150th day or later than the close of business on the 120th day before the first anniversary of the date of our proxy statement for the preceding year’s annual meeting.

Only the business specified in the notice of the meeting may be brought before a special meeting of our stockholders. Nominations of individuals for election as directors at a special meeting of stockholders may be made only (1) by or at the direction of our board of directors or any duly authorized committee of our board of directors or (2) if the special meeting has been called in accordance with our bylaws for the purpose of electing

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directors, by a stockholder who is a stockholder of record both at the time of provision of notice and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice procedures of our bylaws. Stockholders generally must provide notice to our secretary not earlier than the 120th day before such special meeting and or later than the later of the close of business on the 90th day before the special meeting or the tenth day after the first public announcement of the date of the special meeting and the nominees of our board of directors to be elected at the meeting.

A stockholder’s notice must contain certain information specified by our bylaws about the stockholder, its affiliates and any proposed business or nominee for election as a director, including information about the economic interest of the stockholder, its affiliates and any proposed nominee in us.

Effect of Certain Provisions of Maryland Law and our Charter and Bylaws

The restrictions on ownership and transfer of our stock discussed under the caption “Description of Stock—Restrictions on Ownership and Transfer” prevent any person from acquiring more than 9.8% (in value or by number of shares, whichever is more restrictive) of our outstanding common stock or 9.8% in value of our outstanding stock without the approval of our board of directors. These provisions, as well as our Sponsor’s right to designate certain individuals whom we must nominate for election as directors, may delay, defer or prevent a change in control of us. Further, our board of directors has the power to increase the aggregate number of authorized shares and classify and reclassify any unissued shares of our stock into other classes or series of stock, and to authorize us to issue the newly-classified shares, as discussed under the captions “Description of Stock—Common Stock” and “—Power to Reclassify and Issue Stock,” and could authorize the issuance of shares of common stock or another class or series of stock, including a class or series of preferred stock, that could have the effect of delaying, deferring or preventing a change in control of us. We believe that the power to increase the aggregate number of authorized shares and to classify or reclassify unissued shares of common or preferred stock, without approval of holders of our common stock, provides us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise.

Our charter and bylaws also provide that the number of directors may be established only by our board of directors (subject to our Sponsor’s right to consent to changes in the number of our directors for so long as the stockholders’ agreement remains in effect), which prevents our stockholders from increasing the number of our directors and filling any vacancies created by such increase with their own nominees. The provisions of our bylaws discussed above under the captions “—Special Meetings of Stockholders” and “—Advance Notice of Director Nomination and New Business” require stockholders (other than our Sponsor, to the extent described above) seeking to call a special meeting, nominate an individual for election as a director or propose other business at an annual meeting to comply with certain notice and information requirements. We believe that these provisions will help to assure the continuity and stability of our business strategies and policies as determined by our board of directors and promote good corporate governance by providing us with clear procedures for calling special meetings, information about a stockholder proponent’s interest in us and adequate time to consider stockholder nominees and other business proposals. However, these provisions, alone or in combination, could make it more difficult for our stockholders to remove incumbent directors or fill vacancies on our board of directors with their own nominees and could delay, defer or prevent a change in control, including a proxy contest or tender offer that might involve a premium price for our common stockholders or otherwise be in the best interest of our stockholders.

Exclusive Forum

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of any duty owed by any of our directors, officers or other employees to us or to our stockholders, (c) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the MGCL or our charter or bylaws or (d) any action asserting a claim against us or any of our directors, officers or other employees that is governed by

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the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our stock will be deemed to have notice of and consented to the provisions of our chater and bylaws, including the exclusive forum provisions in our bylaws. For so long as the stockholders’ agreement remains in effect, our Sponsor’s consent is required for any amendment to this provision of our bylaws.

Limitation of Liability and Indemnification of Directors and Officers

Maryland law permits us to include a provision in our charter eliminating the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains a provision that eliminates our directors’ and officers’ liability to us and our stockholders for money damages to the maximum extent permitted by Maryland law.

The MGCL requires us (unless our charter were to provide otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits us to indemnify our present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or certain other capacities unless it is established that:

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the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;

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the director or officer actually received an improper personal benefit in money, property or services; or

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in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

The MGCL prohibits us from indemnifying a director or officer who has been adjudged liable in a suit by us or on our behalf or in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received; however, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, the MGCL permits us to advance reasonable expenses to a director or officer upon our receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

To the maximum extent permitted by Maryland law, our charter authorizes us to indemnify any person who serves or has served, and our bylaws obligate us to indemnify any individual who is made or threatened to be made a party to or witness in a proceeding by reason of his or her service:

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as our director or officer; or

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while a director or officer and at our request, as a director, officer, partner, manager, member or trustee of another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise,

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advance of final disposition of a proceeding. Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served any of our predecessors in any of the capacities described above and any employee or agent of us or any of our predecessors.

Indemnification Agreements

We intend to enter into an indemnification agreement with each of our directors and executive officers as described in “Certain Relationships and Related Person Transactions—Indemnification Agreements.” Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

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DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF BRIXMOR OPERATING PARTNERSHIP LP

The following summary of the terms of the agreement of limited partnership of our Operating Partnership does not purport to be complete and is subject to and qualified in its entirety by reference to the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, a copy of which is an exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”

General

All of our assets are held by, and all of our operations are conducted through, our Operating Partnership, either directly or through subsidiaries. The provisions of the partnership agreement described below will be in effect from and after the completion of this offering. Brixmor OP GP LLC, a wholly-owned subsidiary of BPG Subsidiary, will be the sole general partner of our Operating Partnership.

In the future some of our property acquisitions could be financed by issuing OP Units in exchange for property owned by third parties. Such third parties would then be entitled to share in cash distributions from, and in the profits and losses of, our Operating Partnership in proportion to their respective percentage interests in our Operating Partnership if and to the extent authorized by the general partner of our Operating Partnership. Holders of Outstanding OP Units will, from and after the first anniversary of the date of the closing of this offering (subject to the terms of the partnership agreement), have the right to elect to redeem their OP Units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the election to redeem, subject to our right to acquire the OP Units tendered for redemption in exchange for an equivalent number of shares of our common stock, subject to the restrictions on ownership and transfer of our stock to be set forth in our charter. Notwithstanding the foregoing, our Sponsor and Centerbridge are generally permitted to elect to have their OP Units redeemed for shares of our common stock or cash as described above, at any time. The OP Units will not be listed on any securities exchange or quoted on any inter-dealer quotation system.

Provisions in the partnership agreement may delay or make more difficult unsolicited acquisitions of us or changes in our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable. These provisions also make it more difficult for third parties to alter the management structure of our Operating Partnership without the concurrence of our board of directors. These provisions include, among others:

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redemption rights of limited partners and certain assignees of OP Units or other operating partnership interests;

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transfer restrictions on OP Units and restrictions on admission of partners;

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a requirement that Brixmor OP GP LLC may not be removed as the general partner of our Operating Partnership without its consent;

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the ability of the general partner in some cases to amend the partnership agreement and to cause our Operating Partnership to issue preferred partnership interests in our Operating Partnership with terms that it may determine, in either case, without the approval or consent of any limited partner; and

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the right of any future limited partners to consent to transfers of units of other Operating Partnership interests except under specified circumstances, including in connection with mergers, consolidations and other business combinations involving us.

Purpose, Business and Management

Our Operating Partnership is formed for the purpose of conducting any business, enterprise or activity permitted by or under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) including (1) to conduct the business of ownership, construction, reconstruction, development, redevelopment, alteration,

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improvement, maintenance, operation, sale, leasing, transfer, encumbrance, financing, refinancing, conveyance and exchange of any asset or property of the Operating Partnership, (2) to acquire and invest in any securities and/or loans relating to such properties, (3) to enter into any partnership, joint venture, business or statutory trust arrangement, limited liability company or other similar arrangement to engage in any business permitted by or under the DRULPA, or to own interests in any entity engaged in any business permitted by or under the DRULPA, (4) to conduct the business of providing property and asset management and brokerage services, and (5) to do anything necessary or incidental to the foregoing. However, our Operating Partnership may not, without the general partner’s specific consent, which it may give or withhold in its sole and absolute discretion, take, or refrain from taking, any action that, in its judgment, in its sole and absolute discretion:

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could adversely affect our ability or the ability of BPG Subsidiary to continue to qualify as a REIT;

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could subject us or BPG Subsidiary to any taxes under Code Section 857 or Code Section 4981 or any other related or successor provision under the Code; or

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could violate any law or regulation of any governmental body or agency having jurisdiction over us or BPG Subsidiary, our or their securities or our Operating Partnership.

The general partner is accountable to a limited partnership as a fiduciary and consequently must exercise good faith and integrity in handling partnership affairs. If there is a conflict between our interests or the interests of our or its stockholders, on one hand, and the Operating Partnership or any current or future limited partners on the other, the general partner will endeavor in good faith to resolve the conflict in a manner not adverse to either us, BPG Subsidiary or our or BPG Subsidiary’s stockholders or any limited partners; provided, however, that for so long as BPG Subsidiary owns a controlling interest in our Operating Partnership and we own a controlling interest in BPG Subsidiary, any conflict that cannot be resolved in a manner not adverse to either us, BPG Subsidiary or our or BPG Subsidiary’s stockholders or any limited partners shall be resolved in favor of us, BPG Subsidiary and our and BPG Subsidiary’s stockholders. The partnership agreement will also provide that the general partner will not be liable to our Operating Partnership, its partners or any other person bound by the partnership agreement for monetary damages for losses sustained, liabilities incurred or benefits not derived by our Operating Partnership or any limited partner, except for any such losses sustained, liabilities incurred or benefits not derived as a result of (i) an act or omission on the part of the general partner that was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, an act or omission on the part of the general partner that it had reasonable cause to believe was unlawful; or (iii) for any loss resulting from any transaction for which the general partner actually received an improper personal benefit in money, property or services in violation or breach of any provision of the partnership agreement. Moreover, the partnership agreement will provide that our Operating Partnership is required to indemnify the general partner and its members, managers, managing members, officers, employees, agents and designees from and against any and all claims that relate to the operations of our Operating Partnership, except (1) if the act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active or deliberate dishonesty, (2) for any transaction for which the indemnified party received an improper personal benefit, in money, property or services in violation or breach of any provision of the partnership agreement or (3) in the case of a criminal proceeding, if the indemnified person had reasonable cause to believe that the act or omission was unlawful.

Except as otherwise expressly provided in the partnership agreement and subject to the rights of future holders of any class or series of partnership interest, all management powers over the business and affairs of our Operating Partnership are exclusively vested in Brixmor OP GP LLC, in its capacity as the sole general partner of our Operating Partnership. No limited partner, in its capacity as a limited partner, will have any right to participate in or exercise management power over the business and affairs of our Operating Partnership (provided, however, that BPG Subsidiary, in its capacity as the sole member of the general partner and not in its capacity as a limited partner of the Operating Partnership, may have the power to direct the actions of the general partner with respect to the Operating Partnership). Brixmor OP GP LLC may not be removed as the general partner of our Operating Partnership, with or without cause, without its consent, which it may give or withhold in its sole and absolute discretion. In addition to the powers granted to the general partner under applicable law or

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any provision of the partnership agreement, but subject to certain other provisions of the partnership agreement and the rights of future holders of any class or series of partnership interest, Brixmor OP GP LLC, in its capacity as the general partner of our Operating Partnership, has the full and exclusive power and authority to do all things that it deems necessary or desirable to conduct the business and affairs of our Operating Partnership, to exercise or direct the exercise of all of the powers of our operating partnership and to effectuate the purposes of our Operating Partnership without the approval or consent of any limited partner. The general partner may authorize our Operating Partnership to incur debt and enter into credit, guarantee, financing or refinancing arrangements for any purpose, including, without limitation, in connection with any acquisition of properties, on such terms as it determines to be appropriate, and to acquire or dispose of any, all or substantially all of its assets (including goodwill), dissolve, merge, consolidate, reorganize or otherwise combine with another entity, without the approval or consent of any limited partner. With limited exceptions, the general partner may execute, deliver and perform agreements and transactions on behalf of our Operating Partnership without the approval or consent of any limited partner.

Additional Limited Partners

The general partner of our Operating Partnership may cause our Operating Partnership to issue additional OP Units or other partnership interests and to admit additional limited partners to our Operating Partnership from time to time, on such terms and conditions and for such capital contributions as it may establish in its sole and absolute discretion, without the approval or consent of any limited partner, including:

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upon the conversion, redemption or exchange of any debt, OP Units or other partnership interests or securities issued by our Operating Partnership;

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for less than fair market value; or

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in connection with any merger of any other entity into our Operating Partnership.

The net capital contribution need not be equal for all limited partners. Each person admitted as an additional limited partner must make certain representations to each other partner relating to, among other matters, such person’s ownership of any tenant of Brixmor Property Group Inc., BPG Subsidiary or our Operating Partnership. No person may be admitted as an additional limited partner without our consent, which we may give or withhold in our sole and absolute discretion, and no approval or consent of any limited partner will be required in connection with the admission of any additional limited partner.

Our Operating Partnership may issue additional partnership interests in one or more classes, or one or more series of any of such classes, with such designations, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption (including, without limitation, terms that may be senior or otherwise entitled to preference over the units) as we may determine, in our sole and absolute discretion, without the approval of any limited partner or any other person. Without limiting the generality of the foregoing, we may specify, as to any such class or series of partnership interest:

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the allocations of items of partnership income, gain, loss, deduction and credit to each such class or series of partnership interest;

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the right of each such class or series of partnership interest to share, on a junior, senior or pari passu basis, in distributions;

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the rights of each such class or series of partnership interest upon dissolution and liquidation of our Operating Partnership;

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the voting rights, if any, of each such class or series of partnership interest; and

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the conversion, redemption or exchange rights applicable to each such class or series of partnership interest.

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Series A Interests

At the time of the offering, the partnership agreement of our Operating Partnership will be amended to authorize the Operating Partnership to establish a designated series of Partnership interests having separate rights, powers and duties with respect to specified property or obligations. In connection with the IPO Property Transfers, we intend to enter into a separate series agreement that will establish a series of interests to be distributed to our pre-IPO owners that will be allocated all of the economic consequences of the Non-Core Properties, as described in greater detail in “Organizational Structure—IPO Property Transfers.” This separate series of interest in our Operating Partnership will be redeemable by us at our option at any time by transferring to the holders of such series the underlying Non-Core Properties.

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SHARES ELIGIBLE FOR FUTURE SALE

General

Prior to this offering, there has been no public market for our common stock. We cannot predict the effect, if any, future sales of shares of common stock, or the availability for future sale of shares of common stock, will have on the market price of our common stock prevailing from time to time. The sale of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of our common stock.

Upon completion of this offering we will have a total of shares of our common stock outstanding. All of the shares sold in this offering, or shares assuming the underwriters exercise in full their option to purchase additional shares, will be freely tradable without restriction or further registration under the Securities Act by persons other than our “affiliates.” Under the Securities Act, an “affiliate” of a company is a person that directly or indirectly controls, is controlled by or is under common control with that company. The remaining shares of our common stock outstanding will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144. However, as a result of the registration rights agreement, these remaining shares may be eligible for future sale subject to the lock-up arrangements described below.

In addition, upon completion of this offering, there are Outstanding BPG Subsidiary Shares and Outstanding OP Units, each of which are exchangeable for newly-issued shares of our common stock on a one-for-one basis, subject to the ownership limits set forth in our charter and described under the section entitled “Description of Stock—Restrictions on Ownership and Transfer.” Any shares that we issue upon any such exchange would be “restricted securities” as defined in Rule 144 if not registered. However, we will enter into a registration rights agreement that will require us to register under the Securities Act these shares. See “—Registration Rights” and “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

Our charter will provide that we may issue up to 3,000,000,000 shares of common stock and 300,000,000 shares of preferred stock. Moreover, under Maryland law and our charter our board of directors has the power to amend our charter to increase the aggregate number of our shares of stock that we are authorized to issue without approval of our common stockholders. See “Description of Stock.” Similarly, the agreement of limited partnership of our Operating Partnership authorizes us to issue an unlimited number of additional OP Units of our Operating Partnership, which may be exchangeable for shares of our common stock.

Registration Rights

In connection with this offering, we intend to enter into a registration rights agreement that will provide the Sponsor and Centerbridge an unlimited number of “demand” registrations and customary “piggyback” registration rights. Under the registration rights agreement, we will also agree to register the delivery to the exchanging party of shares of our common stock upon exchange or redemption of Outstanding BPG Subsidiary Shares and Outstanding OP Units or, if such registration is not permitted, the resale of such shares of common stock by such exchanging party. See “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

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Lock-up Agreements

We and our directors and executive officers and each of our pre-IPO owners have agreed with the underwriters, subject to specified exceptions, not to dispose of or hedge any shares of common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives of the underwriters.

The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Rule 144

In general, under Rule 144, as currently in effect, a person who is not deemed to be our affiliate for purposes of the Securities Act or to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned the shares of common stock proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares of common stock without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares of common stock proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person is entitled to sell those shares of common stock without complying with any of the requirements of Rule 144. In general, under Rule 144, as currently in effect, our affiliates or persons selling shares of common stock on behalf of our affiliates are entitled to sell, within any three-month period, a number of shares of common stock that does not exceed the greater of (1) 1% of the number of shares of common stock then outstanding and (2) the average weekly training volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale. Sales under Rule 144 by our affiliates or persons selling shares of common stock on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the material United States federal income tax considerations relating to the ownership of our common stock as of the date hereof by United States holders and non-United States holders, each as defined below. Except where noted, this summary deals only with common stock held as a capital asset and does not deal with special situations, such as those of dealers in securities or currencies, financial institutions, regulated investment companies, tax-exempt entities (except as described in “—Taxation of Tax-Exempt Holders of Our Common Stock” below), insurance companies, persons holding common stock as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons liable for alternative minimum tax, investors in pass-through entities or United States holders of common stock whose “functional currency” is not the United States dollar. Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified, possibly with retroactive effect, so as to result in United States federal income tax consequences different from those discussed below. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. The summary is also based upon the assumption that we and our subsidiaries and affiliated entities will operate in accordance with our and their applicable organizational documents.

The United States federal income tax treatment of holders of our common stock depends in some instances on determinations of fact and interpretations of complex provisions of United States federal income tax law for which no clear precedent or authority may be available. In addition, the tax consequences to any particular stockholder of holding our common stock will depend on the stockholder’s particular tax circumstances. You are urged to consult your own tax advisors concerning the United States federal income tax consequences in light of your particular situation as well as consequences arising under the laws of any other taxing jurisdiction.

Our Taxation as a REIT

We elected to be taxed as a REIT under the Internal Revenue Code commencing with our taxable year ended December 31, 2011. We believe that we have been organized and have operated and will continue to operate in such a manner as to qualify for taxation as a REIT under the applicable provisions of the Internal Revenue Code. Substantially all of our assets consist of the common stock of BPG Subsidiary, an entity that has elected to be taxed as a REIT commencing with its taxable year ended December 31, 2007. As described further below, our ability to qualify for taxation as a REIT depends on BPG Subsidiary qualifying for taxation as a REIT by satisfying the requirements under the applicable provisions of the Code.

In connection with this offering, Simpson Thacher & Bartlett LLP is expected to render an opinion that, commencing with our initial taxable year ended December 31, 2011, we have been organized in conformity with the requirements for qualification as a REIT under the Internal Revenue Code, and our actual and proposed method of operation has enabled and will enable us to meet the requirements for qualification and taxation as a REIT under the Internal Revenue Code. Investors should be aware that the opinion of Simpson Thacher & Bartlett LLP will be based upon customary assumptions, will be conditioned upon certain representations made by us as to factual matters, including representations regarding the nature of our assets, income, organizational documents, stockholder ownership, and the present and future conduct of our business and will not be binding upon the IRS or any court. We have not received, and do not intend to seek, any rulings from the IRS regarding our status as a REIT or our satisfaction of the REIT requirements. The IRS may challenge our status a REIT, and a court could sustain any such challenge. In addition, the opinion of Simpson Thacher & Bartlett LLP will be based on existing federal income tax law governing qualification as a REIT, which is subject to change either prospectively or retroactively. Moreover, our qualification and taxation as a REIT depends upon our ability to meet on a continuing basis, through actual annual operating results, certain qualification tests set forth in the United States federal tax laws. Those qualification tests involve the percentage of income that we earn from

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specified sources, the percentage of our assets that falls within specified categories, the diversity of the ownership of our shares, and the percentage of our taxable income that we distribute. Simpson Thacher & Bartlett LLP will not review our compliance with those tests on a continuing basis. Accordingly, no assurance can be given that our actual results of operations for any particular taxable year will satisfy such requirements. For a discussion of the tax consequences of our failure to qualify as a REIT, see “—Failure to Qualify.”

The sections of the Internal Revenue Code and the corresponding regulations that govern the United States federal income tax treatment of a REIT and its stockholders are highly technical and complex. The following discussion is qualified in its entirety by the applicable Internal Revenue Code provisions, rules and regulations promulgated thereunder, and administrative interpretations thereof.

Taxation of REITs in General

As indicated above, our qualification and taxation as a REIT depends upon our ability to meet, on a continuing basis, various qualification requirements imposed upon REITs by the Internal Revenue Code. The material qualification requirements are summarized below under “—Requirements for Qualification as a REIT.” While we intend to operate so that we qualify as a REIT, no assurance can be given that the IRS will not challenge our qualification, or that we will be able to operate in accordance with the REIT requirements in the future. See “—Failure to Qualify.”

Provided that we qualify as a REIT, generally we will be entitled to a deduction for dividends that we pay and therefore will not be subject to United States federal corporate income tax on our net taxable income that is currently distributed to our stockholders. This treatment substantially eliminates the “double taxation” at the corporate and stockholder levels that generally results from an investment in a C corporation. A “C corporation” is a corporation that generally is required to pay tax at the corporate level. Double taxation means taxation once at the corporate level when income is earned and once again at the stockholder level when the income is distributed. In general, the income that we generate is taxed only at the stockholder level upon a distribution of dividends to our stockholders.

If we qualify as a REIT, we will nonetheless be subject to United States federal tax in the following circumstances:

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We will pay United States federal income tax on our taxable income, including net capital gain, that we do not distribute to stockholders during, or within a specified time after, the calendar year in which the income is earned.

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Under some circumstances, we may be subject to the “alternative minimum tax” due to our undistributed items of tax preference and alternative minimum tax adjustments.

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If we have net income from “prohibited transactions,” which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax.

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If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or from certain leasehold terminations as “foreclosure property,” we may thereby avoid (a) the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction) and (b) the inclusion of any income from such property not qualifying for purposes of the REIT gross income tests discussed below, but the income from the sale or operation of the property may be subject to United States corporate income tax at the highest applicable rate (currently 35%).

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If due to reasonable cause and not willful neglect we fail to satisfy either the 75% gross income test or the 95% gross income test discussed below, but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a 100% tax on the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, multiplied in either case by a fraction intended to reflect our profitability.

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If we fail to satisfy the asset tests (other than a de minimis failure of the 5% asset test or the 10% vote or value test, as described below under “—Asset Tests”) as long as the failure was due to reasonable cause and not to willful neglect, we dispose of the assets or otherwise comply with such asset tests within six months after the last day of the quarter in which we identify such failure and we file a schedule with the IRS describing the assets that caused such failure, we will pay a tax equal to the greater of $50,000 or the net income from the nonqualifying assets during the period in which we failed to satisfy such asset tests multiplied by the highest corporate tax rate (currently 35%).

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If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, and the failure was due to reasonable cause and not to willful neglect, we will be required to pay a penalty of $50,000 for each such failure.

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We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet recordkeeping requirements intended to monitor our compliance with rules relating to the composition of a REIT’s stockholders, as described below in “—Requirements for Qualification as a REIT.”

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If we fail to distribute during each calendar year at least the sum of:

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85% of our ordinary income for such calendar year;

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95% of our capital gain net income for such calendar year; and

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any undistributed taxable income from prior taxable years,

we will pay a 4% nondeductible excise tax on the excess of the required distribution over the amount we actually distributed, plus any retained amounts on which income tax has been paid at the corporate level.

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We may elect to retain and pay income tax on our net long-term capital gain. In that case, a United States stockholder would include its proportionate share of our undistributed long-term capital gain (to the extent we make a timely designation of such gain to the stockholder) in its income, and would receive a credit or a refund for its proportionate share of the tax we paid.

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We will be subject to a 100% excise tax on amounts received by us from a taxable REIT subsidiary (or on certain expenses deducted by a taxable REIT subsidiary) if certain arrangements between us and a taxable REIT subsidiary of ours, as further described below, are not comparable to similar arrangements among unrelated parties.

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If we acquire any assets from a non-REIT C corporation in a carry-over basis transaction, we could be liable for specified tax liabilities inherited from that non-REIT C corporation with respect to that corporation’s “built-in gain” in its assets. Built-in gain is the amount by which an asset’s fair market value exceeds its adjusted tax basis at the time we acquire the asset. Applicable Treasury regulations, however, allow us to avoid the recognition of gain and the imposition of corporate level tax with respect to a built-in gain asset acquired in a carry-over basis transaction from a non-REIT C corporation unless and until we dispose of that built-in gain asset during the 10-year period (or for assets disposed of in 2013, during the 5 year period) following its acquisition, at which time we would recognize, and would be subject to tax at the highest regular corporate rate on, the built-in gain.

In addition, notwithstanding our status as a REIT, we may also have to pay certain state and local income taxes, because not all states and localities treat REITs in the same manner that they are treated for United States federal income tax purposes. Moreover, as further described below, any domestic taxable REIT subsidiary in which we own an interest will be subject to United States federal corporate income tax on its net income.

Requirements for Qualification as a REIT . The Internal Revenue Code defines a REIT as a corporation, trust or association:

(1)

that is managed by one or more trustees or directors;

(2)

the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest;

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(3)

that would be taxable as a domestic corporation, but for its election to be subject to tax as a REIT;

(4)

that is neither a financial institution nor an insurance company subject to certain provisions of the Internal Revenue Code;

(5)

the beneficial ownership of which is held by 100 or more persons;

(6)

of which not more than 50% in value of the outstanding shares are owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) after applying certain attribution rules;

(7)

that makes an election to be a REIT for the current taxable year or has made such an election for a previous taxable year, which has not been terminated or revoked; and

(8)

that meets other tests, described below, regarding the nature of its income and assets.

Conditions (1) through (4), inclusive, must be met during the entire taxable year. Condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months other than the first taxable year for which an election to become a REIT is made. Condition (6) must be met during the last half of each taxable year but neither conditions (5) nor (6) apply to the first taxable year for which an election to become a REIT is made. We believe that we have maintained and will maintain sufficient diversity of ownership to allow us to continue to satisfy conditions (5) and (6) above. In addition, our charter contains restrictions regarding the transfer of our stock that are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above. The provisions of our charter restricting the ownership and transfer of our stock are described in “Description of Stock—Restrictions on Ownership and Transfer.” These restrictions, however, may not ensure that we will be able to satisfy these share ownership requirements. If we fail to satisfy these share ownership requirements, we will fail to qualify as a REIT.

If we comply with regulatory rules pursuant to which we are required to send annual letters to holders of our stock requesting information regarding the actual ownership of our stock (as discussed below), and we do not know, or exercising reasonable diligence would not have known, whether we failed to meet requirement (6) above, we will be treated as having met the requirement.

To monitor compliance with the share ownership requirements, we generally are required to maintain records regarding the actual ownership of our shares. To do so, we must demand written statements each year from the record holders of significant percentages of our stock pursuant to which the record holders must disclose the actual owners of the shares (i.e., the persons required to include our dividends in their gross income). We must maintain a list of those persons failing or refusing to comply with this demand as part of our records. We could be subject to monetary penalties if we fail to comply with these record-keeping requirements. If you fail or refuse to comply with the demands, you will be required by United States Treasury regulations to submit a statement with your tax return disclosing your actual ownership of our shares and other information. In addition, we must satisfy all relevant filing and other administrative requirements established by the IRS to elect and maintain REIT status, use a calendar year for federal income tax purposes, and comply with the record keeping requirements of the Internal Revenue Code and regulations promulgated thereunder.

Ownership of partnership interests . In the case of a REIT that is a partner in an entity that is treated as a partnership for United States federal income tax purposes, Treasury regulations provide that the REIT is deemed to own its proportionate share of the partnership’s assets and to earn its proportionate share of the partnership’s gross income based on its pro rata share of capital interests in the partnership for purposes of the asset and gross income tests applicable to REITs, as described below. However, solely for purposes of the 10% value test, described below (see “—Asset Tests”), the determination of a REIT’s interest in partnership assets will be based on the REIT’s proportionate interest in any securities issued by the partnership, excluding for these purposes, certain excluded securities as described in the Internal Revenue Code. In addition, the assets and gross income of

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the partnership generally are deemed to retain the same character in the hands of the REIT. Thus, our proportionate share of the assets and items of income of partnerships in which we own an equity interest is treated as assets and items of income of our company for purposes of applying the REIT requirements described below. Consequently, to the extent that we directly or indirectly hold a preferred or other equity interest in a partnership, the partnership’s assets and operations may affect our ability to qualify as a REIT, even though we may have no control or only limited influence over the partnership.

Disregarded Subsidiaries . If a REIT owns a corporate subsidiary that is a “qualified REIT subsidiary,” the separate existence of that subsidiary is disregarded for United States federal income tax purposes. Generally, a qualified REIT subsidiary is a corporation, other than a taxable REIT subsidiary, all of the stock of which is owned directly or indirectly by the REIT. Other entities that are wholly-owned by us, including single member limited liability companies that have not elected to be taxed as corporations for United States federal income tax purposes, are also generally disregarded as separate entities for United States federal income tax purposes, including for purposes of the REIT income and asset tests. All assets, liabilities and items of income, deduction and credit of qualified REIT subsidiaries and disregarded subsidiaries will be treated as assets, liabilities and items of income, deduction and credit of the REIT itself. A qualified REIT subsidiary of ours is not subject to United States federal corporate income taxation, although it may be subject to state and local taxation in some states.

In the event that a qualified REIT subsidiary or a disregarded subsidiary ceases to be wholly-owned by us (for example, if any equity interest in the subsidiary is acquired by a person other than us or another disregarded subsidiary of us), the subsidiary’s separate existence would no longer be disregarded for United States federal income tax purposes. Instead, it would have multiple owners and would be treated as either a partnership or a taxable corporation. Such an event could, depending on the circumstances, adversely affect our ability to satisfy the various asset and gross income tests applicable to REITs, including the requirement that REITs generally may not own, directly or indirectly, more than 10% of the value or voting power of the outstanding securities of another corporation. See “—Asset Tests” and “—Income Tests.”

Taxable REIT Subsidiaries . A “taxable REIT subsidiary” is an entity that is taxable as a corporation in which we directly or indirectly own stock and that elects with us to be treated as a taxable REIT subsidiary. The separate existence of a taxable REIT subsidiary is not ignored for United States federal income tax purposes. Accordingly, a taxable REIT subsidiary generally is subject to corporate income tax on its earnings, which may reduce the cash flow that we and our subsidiaries generate in the aggregate, and may reduce our ability to make distributions to our stockholders. In addition, if a taxable REIT subsidiary owns, directly or indirectly, securities representing 35% or more of the vote or value of a subsidiary corporation, that subsidiary will also be treated as a taxable REIT subsidiary. However, an entity will not qualify as a taxable REIT subsidiary if it directly or indirectly operates or manages a lodging or health care facility or, generally, provides to another person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated. We generally may not own more than 10%, as measured by voting power or value, of the securities of a corporation that is not a qualified REIT subsidiary, unless we and such corporation elect to treat such corporation as a taxable REIT subsidiary. Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more taxable REIT subsidiaries.

Income earned by a taxable REIT subsidiary is not attributable to the REIT. Rather, the stock issued by a taxable REIT subsidiary to us is an asset in our hands, and we treat dividends paid to us from such taxable REIT subsidiary, if any, as income. This income can affect our income and asset tests calculations, as described below. As a result, income that might not be qualifying income for purposes of the income tests applicable to REITs could be earned by a taxable REIT subsidiary without affecting our status as a REIT. For example, we may use taxable REIT subsidiaries to perform services or conduct activities that give rise to certain categories of income such as management fees, or to conduct activities that, if conducted by us directly, would be treated in our hands as prohibited transactions.

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Several provisions of the Internal Revenue Code regarding the arrangements between a REIT and its taxable REIT subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of United States federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct interest payments made to affiliated REITs. In addition, we would be obligated to pay a 100% penalty tax on some payments that we receive from, or on certain expenses deducted by, a taxable REIT subsidiary if the IRS were to assert successfully that the economic arrangements between us and a taxable REIT subsidiary are not comparable to similar arrangements among unrelated parties.

Income Tests

To qualify as a REIT, we must satisfy two gross income requirements, each of which is applied on an annual basis. First, at least 75% of our gross income, excluding gross income from prohibited transactions and certain hedging and foreign currency transactions, for each taxable year generally must be derived directly or indirectly from:

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Rents from real property;

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Interest on debt secured by mortgages on real property or on interests in real property;

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Dividends or other distributions on, and gain from the sale of, stock in other REITs;

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Gain from the sale of real property or mortgage loans;

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Abatements and refunds of taxes on real property;

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Income and gain derived from foreclosure property (as described below);

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Amounts (other than amounts the determination of which depends in whole or in part on the income or profits of any person) received or accrued as consideration for entering into agreements (i) to make loans secured by mortgages on real property or on interests in real property or (ii) to purchase or lease real property (including interests in real property and interests in mortgages on real property); and

•

Interest or dividend income from investments in stock or debt instruments attributable to the temporary investment of new capital during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt obligations with at least a five-year term.

Second, at least 95% of our gross income, excluding gross income from prohibited transactions and certain hedging transactions, for each taxable year must be derived from sources that qualify for purposes of the 75% test, and from (i) dividends, (ii) interest and (iii) gain from the sale or disposition of stock or securities, which need not have any relation to real property.

If we fail to satisfy one or both of the 75% and 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for that year if we are entitled to relief under the Internal Revenue Code. These relief provisions generally will be available if our failure to meet the tests is due to reasonable cause and not due to willful neglect, and we attach a schedule of the sources of our income to our United States federal income tax return. It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. For example, if we fail to satisfy the gross income tests because nonqualifying income that we intentionally recognize exceeds the limits on nonqualifying income, the IRS could conclude that the failure to satisfy the tests was not due to reasonable cause. If these relief provisions are inapplicable to a particular set of circumstances, we will fail to qualify as a REIT. Even if these relief provisions apply, a penalty tax would be imposed based on the amount of nonqualifying income. See “—Our Taxation as a REIT.”

Gross income from our sale of property that we hold primarily for sale to customers in the ordinary course of business is excluded from both the numerator and the denominator in both gross income tests. In addition, income and gain from hedging transactions that we enter into to hedge indebtedness incurred or to be incurred to acquire or carry real estate assets and that are clearly and timely identified as such will be excluded from both the numerator and the denominator for purposes of both gross income tests. In addition, certain foreign currency

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gains will be excluded from gross income for purposes of one or both of the gross income tests. We will monitor the amount of our non-qualifying income and we will manage our portfolio to comply at all times with the gross income tests. The following paragraphs discuss some of the specific applications of the gross income tests to us.

Dividends . We may directly or indirectly receive distributions from taxable REIT subsidiaries or other corporations that are not REITs or qualified REIT subsidiaries. These distributions generally are treated as dividend income to the extent of earnings and profits of the distributing corporation. Our dividend income from stock in any corporation (other than any REIT) and from any taxable REIT subsidiary will be qualifying income for purposes of the 95% gross income test, but not the 75% gross income test. The dividends that we receive from BPG Subsidiary and any other REITs in which we own stock and our gain on the sale of the stock in those REITs will be qualifying income for purposes of both gross income tests. However, if a REIT in which we own stock fails to qualify as a REIT in any year, our income from such REIT would be qualifying income for purposes of the 95% gross income test, but not the 75% gross income test.

Interest . The term “interest,” as defined for purposes of both gross income tests, generally excludes any amount that is based in whole or in part on the income or profits of any person, however, it generally includes the following: (i) an amount that is received or accrued based on a fixed percentage or percentages of receipts or sales, and (ii) an amount that is based on the income or profits of a debtor, as long as the debtor derives substantially all of its income from the real property securing the debt by leasing substantially all of its interest in the property, and only to the extent that the amounts received by the debtor would be qualifying “rents from real property” if received directly by a REIT.

Interest on debt secured by mortgages on real property or on interests in real property, including, for this purpose, prepayment penalties, loan assumption fees and late payment charges that are not compensation for services, generally is qualifying income for purposes of the 75% gross income test. However, if the highest principal amount of a loan outstanding during a taxable year exceeds the fair market value of the real property securing the loan as of the date we agreed to originate or acquire the loan, a portion of the interest income from such loan will not be qualifying income for purposes of the 75% gross income test but will be qualifying income for purposes of the 95% gross income test. The portion of the interest income that will not be qualifying income for purposes of the 75% gross income test will be equal to the portion of the principal amount of the loan that is not secured by real property—that is, the amount by which the loan exceeds the value of the real estate that is security for the loan.

Hedging Transactions . We and our subsidiaries may enter into hedging transactions with respect to one or more of our assets or liabilities. Hedging transactions could take a variety of forms, including interest rate swap agreements, interest rate cap agreements, options, futures contracts, forward rate agreements or similar financial instruments. Except to the extent provided by Treasury regulations, any income from a hedging transaction we enter into (1) in the normal course of our business primarily to manage risk of interest rate or price changes or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets, which is clearly identified as a hedge along with the risk that it hedges within prescribed time periods specified in Treasury Regulations, or (2) primarily to manage risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% income tests which is clearly identified as a hedge along with the risk that it hedges within prescribed time periods, will be excluded from gross income for purposes of both the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the 75% and 95% gross income tests. Moreover, to the extent that a position in a hedging transaction has positive value at any particular point in time, it may be treated as an asset that does not qualify for purposes of the asset tests described below. We intend to structure any hedging transactions in a manner that does not jeopardize our qualification as a REIT. No assurance can be given, however, that our hedging activities will not give rise to income or assets that do not qualify for purposes of the REIT tests, or that our hedging will not adversely affect our ability to satisfy the REIT qualification requirements.

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We may conduct some or all of our hedging activities through a taxable REIT subsidiary or other corporate entity, the income of which may be subject to United States federal income tax, rather than by participating in the arrangements directly or through pass-through subsidiaries.

Fee Income . Any fee income that we earn will generally not be qualifying income for purposes of either gross income test. Any fees earned by a taxable REIT subsidiary will not be included for purposes of the gross income tests.

Rents from Real Property . Rents we receive will qualify as “rents from real property” in satisfying the gross income requirements for a REIT described above only if several conditions described below are met. These conditions relate to the identity of the tenant, the computation of the rent payable, and the nature of the property leased. First, the amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from rents from real property solely by reason of being based on a fixed percentage or percentages of receipts or sales. Second, rents we receive from a “related party tenant” will not qualify as rents from real property in satisfying the gross income tests unless the tenant is a taxable REIT subsidiary, at least 90% of the property is leased to unrelated tenants, the rent paid by the taxable REIT subsidiary is substantially comparable to the rent paid by the unrelated tenants for comparable space and the rent is not attributable to an increase in rent due to a modification of a lease with a “controlled taxable REIT subsidiary” (i.e., a taxable REIT subsidiary in which we own directly or indirectly more than 50% of the voting power or value of the stock). A tenant is a related party tenant if the REIT, or an actual or constructive owner of 10% or more of the REIT, actually or constructively owns 10% or more of the tenant. Whether rents paid by a taxable REIT subsidiary are substantially comparable to rents paid by other tenants is determined at the time the lease with the taxable REIT subsidiary is entered into, extended, or modified, if such modification increases the rents due under such lease. Third, if rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease, then the portion of rent attributable to the personal property will not qualify as rents from real property. Finally, for rents to qualify as “rents from real property” for purposes of the gross income tests, we are only allowed to provide services that are both usually or “customarily rendered” in connection with the rental of real property and not otherwise considered “rendered to the occupant” of the property. Examples of these permitted services include the provision of light, heat, or other utilities, trash removal and general maintenance of common areas. We may, however, render services to our tenants through an “independent contractor” who is adequately compensated and from whom we do not derive revenue. We may also own a taxable REIT subsidiary which provides non-customary services to tenants without tainting our rental income from the related properties.

Even if a REIT furnishes or renders services that are non-customary with respect to a property, if the greater of (i) the amounts received or accrued, directly or indirectly, or deemed received by the REIT with respect to such services, or (ii) 150% of our direct cost in furnishing or rendering the services during a taxable year is not more than 1% of all amounts received or accrued, directly or indirectly by the REIT with respect to the property during the same taxable year, then only the amounts with respect to such non-customary services are not treated as rent for purposes of the REIT gross income tests.

We intend to cause any services that are not “usually or customarily rendered,” or that are for the benefit of a particular tenant in connection with the rental of real property, to be provided through a taxable REIT subsidiary or through an “independent contractor” who is adequately compensated and from which we do not derive revenue. However, no assurance can be given that the IRS will concur with our determination as to whether a particular service is usual or customary, or otherwise in this regard.

Prohibited Transactions Tax . A REIT will incur a 100% tax on the net income derived from any sale or other disposition of property, other than foreclosure property, that the REIT holds as primarily for sale to customers in the ordinary course of a trade or business. Whether a REIT holds an asset as primarily for sale to customers in the ordinary course of a trade or business depends, however, on the facts and circumstances in effect from time to time, including those related to a particular asset. Nevertheless, we intend to conduct our

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operations so that no asset that we own (or are treated as owning) will be treated as, or as having been, held for sale to customers, and that a sale of any such asset will not be treated as having been in the ordinary course of our business. We cannot assure you that we will comply with certain safe harbor provisions or that we will avoid owning property that may be characterized as property that we hold primarily for sale to customers in the ordinary course of a trade or business. The 100% tax will not apply to gains from the sale of property that is held through a taxable REIT subsidiary or other taxable corporation, although such income will be subject to tax in the hands of such corporation at regular corporate income tax rates. We intend to structure our activities to avoid prohibited transaction characterization.

Foreclosure Property . Foreclosure property is any real property, including interests in real property, and any personal property incident to such real property:

•

That is acquired by a REIT as the result of the REIT having bid in such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or default was imminent on a lease of such property or on indebtedness that such property secured;

•

For which the related loan was acquired by the REIT at a time when the default was not imminent or anticipated; and

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For which the REIT makes a proper election to treat the property as foreclosure property.

However, a REIT will not be considered to have foreclosed on a property where the REIT takes control of the property as a mortgagee-in-possession and cannot receive any profit or sustain any loss except as a creditor of the mortgagor.

Property generally ceases to be foreclosure property at the end of the third taxable year following the taxable year in which the REIT acquired the property, or longer if an extension is granted by the Secretary of the Treasury. This grace period terminates and foreclosure property ceases to be foreclosure property on the first day:

•

On which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test, or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test;

•

On which any construction takes place on the property, other than completion of a building or any other improvement, if more than 10% of the construction was completed before default became imminent; or

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Which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business that is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income.

We will be subject to tax at the maximum corporate rate on any income from foreclosure property, including gain from the disposition of the foreclosure property, other than income that otherwise would be qualifying income for purposes of the 75% gross income test, less expenses directly connected with the production of that income. However, income from foreclosure property, including gain from the sale of foreclosure property held for sale in the ordinary course of a trade or business, will qualify for purposes of the 75% and 95% gross income tests. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property would otherwise constitute inventory or dealer property.

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Asset Tests

At the close of each quarter of our taxable year, we must satisfy the following tests relating to the nature of our assets.

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At least 75% of the value of our total assets must be represented by the following:

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interests in real property, including leaseholds and options to acquire real property and leaseholds;

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interests in mortgages on real property;

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stock in other REITs;

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cash and cash items;

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government securities; and

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investments in stock or debt instruments attributable to the temporary investment of new capital during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt obligations with at least a five-year term.

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Not more than 25% of our total assets may be represented by securities, other than those in the 75% asset class.

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Except for securities in taxable REIT subsidiaries and the securities in the 75% asset class described in the first bullet point above, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets.

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Except for securities in taxable REIT subsidiaries and the securities in the 75% asset class described in the first bullet point above, we may not own more than 10% of any one issuer’s outstanding voting securities.

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Except for securities of taxable REIT subsidiaries and the securities in the 75% asset class described in the first bullet point above, we may not own more than 10% of the total value of the outstanding securities of any one issuer, other than securities that qualify for the “straight debt” exception discussed below.

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Not more than 25% of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries.

Notwithstanding the general rule, as noted above, that for purposes of the REIT income and asset tests we are treated as owning our proportionate share of the underlying assets of a subsidiary partnership, if we hold indebtedness issued by a partnership, the indebtedness will be subject to, and may cause a violation of, the asset tests unless the indebtedness is a qualifying mortgage asset or other conditions are met. Similarly, although stock of another REIT is a qualifying asset for purposes of the REIT asset tests, any non-mortgage debt that is issued by another REIT may not so qualify (although such debt will not be treated as “securities” for purposes of the 10% asset test, as explained below).

Securities, for the purposes of the asset tests, may include debt we hold from other issuers. However, debt we hold in an issuer that does not qualify for purposes of the 75% asset test will not be taken into account for purposes of the 10% value test if the debt securities meet the straight debt safe harbor. Debt will meet the “straight debt” safe harbor if the debt is a written unconditional promise to pay on demand or on a specified date a sum certain in money, the debt is not convertible, directly or indirectly, into stock, and the interest rate and the interest payment dates of the debt are not contingent on the profits, the borrower’s discretion or similar factors. In the case of an issuer that is a corporation or a partnership, securities that otherwise would be considered straight debt will not be so considered if we, and any of our “controlled taxable REIT subsidiaries” as defined in the Internal Revenue Code, hold any securities of the corporate or partnership issuer that (a) are not straight debt or other excluded securities (prior to the application of this rule), and (b) have an aggregate value greater than 1% of the issuer’s outstanding securities (including, for the purposes of a partnership issuer, our interest as a partner in the partnership).

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In addition to straight debt, the Code provides that certain other securities will not violate the 10% asset test. Such securities include (i) any loan made to an individual or an estate, (ii) certain rental agreements pursuant to which one or more payments are to be made in subsequent years (other than agreements between a REIT and certain persons related to the REIT under attribution rules), (iii) any obligation to pay rents from real property, (iv) securities issued by governmental entities that are not dependent in whole or in part on the profits of (or payments made by) a non-governmental entity, (v) any security (including debt securities) issued by another REIT and (vi) any debt instrument issued by a partnership if the partnership’s income is of a nature that it would satisfy the 75% gross income test described above under “—Income Tests.” In applying the 10% asset test, a debt security issued by a partnership (other than straight debt or any other excluded security) is not taken into account to the extent, if any, of the REIT’s proportionate interest as a partner in that partnership.

We believe the stock that we hold in BPG Subsidiary and any stock that we acquire in other REITs will be a qualifying asset for purposes of the 75% asset test. However, if a REIT in which we own stock fails to qualify as a REIT in any year, the stock in such REIT will not be a qualifying asset for purposes of the 75% asset test. Instead, we would be subject to the second, third, fourth, and fifth assets tests described above with respect to our investment in such a disqualified REIT. We will also be subject to those assets tests with respect to our investments in any non-REIT C corporations for which we do not make a taxable REIT subsidiary election. If BPG Subsidiary fails to qualify as a REIT and were instead treated as a non-REIT C corporation, we would not be able to satisfy the above asset tests and would also fail to qualify as a REIT.

We will monitor the status of our assets for purposes of the various asset tests and will seek to manage our portfolio to comply at all times with such tests. There can be no assurances, however, that we will be successful in this effort. No independent appraisals have been obtained to support our conclusions as to the value of our total assets or the value of any particular security or securities. Moreover, the values of some assets may not be susceptible to a precise determination, and values are subject to change in the future. Furthermore, the proper classification of an instrument as debt or equity for United States federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT asset requirements. Accordingly, there can be no assurance that the IRS will not contend that our interests in our subsidiaries or in the securities of other issuers will not cause a violation of the REIT asset tests.

However, certain relief provisions are available to allow REITs to satisfy the asset requirements or to maintain REIT qualification notwithstanding certain violations of the asset and other requirements. For example, if we should fail to satisfy the asset tests at the end of a calendar quarter such a failure would not cause us to lose our REIT qualification if we (i) satisfied the asset tests at the close of the preceding calendar quarter and (ii) the discrepancy between the value of our assets and the asset requirements was not wholly or partly caused by an acquisition of non-qualifying assets, but instead arose from changes in the relative market values of our assets. If the condition described in (ii) were not satisfied, we still could avoid disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose or by making use of the relief provisions described above.

In the case of de minimis violations of the 10% and 5% asset tests, a REIT may maintain its qualification despite a violation of such requirements if (i) the value of the assets causing the violation does not exceed the lesser of 1% of the REIT’s total assets and $10,000,000 and (ii) the REIT either disposes of the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or the relevant tests are otherwise satisfied within that time frame.

Even if we did not qualify for the foregoing relief provisions, one additional provision allows a REIT which fails one or more of the asset requirements for a particular tax quarter to nevertheless maintain its REIT qualification if (i) the REIT provides the IRS with a description of each asset causing the failure, (ii) the failure is due to reasonable cause and not willful neglect, (iii) the REIT pays a tax equal to the greater of (a) $50,000 per failure and (b) the product of the net income generated by the assets that caused the failure multiplied by the highest applicable corporate tax rate (currently 35%) and (iv) the REIT either disposes of the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or otherwise satisfies the relevant asset tests within that time frame.

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Annual Distribution Requirements Applicable to REITs

To qualify as a REIT, we generally must distribute dividends (other than capital gain dividends) to our stockholders in an amount at least equal to:

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the sum of (i) 90% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gain and (ii) 90% of our net income after tax, if any, from foreclosure property; minus

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the excess of the sum of specified items of non-cash income (including original issue discount on our mortgage loans) over 5% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gain.

Distributions generally must be made during the taxable year to which they relate. Distributions may be made in the following year in two circumstances. First, if we declare a dividend in October, November or December of any year with a record date in one of these months and pay the dividend on or before January 31 of the following year, we will be treated as having paid the dividend on December 31 of the year in which the dividend was declared. Second, distributions may be made in the following year if the dividends are declared before we timely file our tax return for the year and if made before the first regular dividend payment made after such declaration. These distributions are taxable to our stockholders in the year in which paid, even though the distributions relate to our prior taxable year for purposes of the 90% distribution requirement. To the extent that we do not distribute all of our net capital gain or we distribute at least 90%, but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates.

To the extent that in the future we may have available net operating losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. Such losses, however, will generally not affect the tax treatment to our stockholders of any distributions that are actually made.

In order for distributions to be counted as satisfying the annual distribution requirements for REITs, and to provide us with a REIT-level tax deduction, the distributions must not be “preferential dividends.” A dividend is not a preferential dividend if the distribution is (1) pro-rata among all outstanding shares of stock within a particular class, and (2) in accordance with the preferences among different classes of stock as set forth in our organizational documents.

If we fail to distribute during a calendar year (or, in the case of distributions with declaration and record dates falling in the last three months of the calendar year, by the end of January following such calendar year) at least the sum of (i) 85% of our ordinary income for such year, (ii) 95% of our capital gain net income for such year and (iii) any undistributed taxable income from prior years, we will be subject to a 4% excise tax on the excess of such required distribution over the sum of (x) the amounts actually distributed (taking into account excess distributions from prior years) and (y) the amounts of income retained on which we have paid corporate income tax.

We may elect to retain rather than distribute all or a portion of our net capital gains and pay the tax on the gains. In that case, we may elect to have our stockholders include their proportionate share of the undistributed net capital gains in income as long-term capital gains and receive a credit for their share of the tax paid by us. Our stockholders would then increase the adjusted basis of their stock by the difference between (i) the amounts of capital gain dividends that we designated and that they include in their taxable income, minus (ii) the tax that we paid on their behalf with respect to that income. For purposes of the 4% excise tax described above, any retained amounts for which we elect this treatment would be treated as having been distributed.

We intend to make timely distributions sufficient to satisfy the distribution requirements and we expect that our REIT taxable income will be less than our cash flow because of depreciation and other non-cash charges included in computing REIT taxable income. Accordingly, we anticipate that we generally will have sufficient

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cash or liquid assets to enable us to satisfy the distribution requirements described above. However, it is possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the distribution requirements due to timing differences between the actual receipt of income and actual payment of deductible expenses, and the inclusion of items of income and deduction of expenses by us for United States federal income tax purposes. In addition, we may decide to retain our cash, rather than distribute it, in order to repay debt, acquire assets or for other reasons. In the event that such timing differences occur, and in other circumstances, it may be necessary in order to satisfy the distribution requirements to arrange for short-term, or possibly long-term, borrowings, or to pay the dividends in the form of other property (including, for example, shares of our own stock).

Although several types of non-cash income are excluded in determining the annual distribution requirement, we will incur corporate income tax and the 4% nondeductible excise tax with respect to those non-cash income items if we do not distribute those items on a current basis. As a result of the foregoing, we may not have sufficient cash to distribute all of our taxable income and thereby avoid corporate income tax and the excise tax imposed on certain undistributed income. In such a situation, we may need to borrow funds or issue additional common stock or preferred stock.

If our taxable income for a particular year is subsequently determined to have been understated, under some circumstances we may be able to rectify a failure to meet the distribution requirement for a year by paying deficiency dividends to stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends. However, we will be required to pay interest based upon the amount of any deduction taken for deficiency dividends.

Like-Kind Exchanges

We may dispose of properties in transactions intended to qualify as like-kind exchanges under the Internal Revenue Code. Such like-kind exchanges are intended to result in the deferral of gain for United States federal income tax purposes. The failure of any such transaction to qualify as a like-kind exchange could require us to pay federal income tax, possibly including the 100% prohibited transaction tax, depending on the facts and circumstances surrounding the particular transaction.

Penalty Tax

Any redetermined rents, redetermined deductions or excess interest we generate will be subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of any services furnished to any of our tenants by a taxable REIT subsidiary, and redetermined deductions and excess interest represent any amounts that are deducted by a taxable REIT subsidiary for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations. Rents that we receive will not constitute redetermined rents if they qualify for certain safe harbor provisions contained in the Code.

From time to time, a taxable REIT subsidiary of ours may provide services to our tenants. We intend to set any fees paid to our taxable REIT subsidiary for such services at arm’s length rates, although the fees paid may not satisfy the safe-harbor provisions described above. These determinations are inherently factual, and the IRS has broad discretion to assert that amounts paid between related parties should be reallocated to clearly reflect their respective incomes. If the IRS successfully made such an assertion, we would be required to pay a 100% penalty tax on the excess of an arm’s length fee for tenant services over the amount actually paid.

Record Keeping Requirements

We are required to comply with applicable record keeping requirements. Failure to comply could result in monetary fines. For example, we must request on an annual basis information from our stockholders designed to disclose the actual ownership of our outstanding common stock.

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Failure to Qualify

If we fail to satisfy one or more requirements of REIT qualification, other than the income tests or asset requirements, then we may still retain REIT qualification if the failure is due to reasonable cause and not willful neglect, and we pay a penalty of $50,000 for each failure.

If we fail to qualify for taxation as a REIT in any taxable year and the relief provisions do not apply, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. This would significantly reduce both our cash available for distribution to our stockholders and our earnings. If we fail to qualify as a REIT, we will not be required to make any distributions to stockholders and any distributions that are made will not be deductible by us. Moreover, all distributions to stockholders would be taxable as dividends to the extent of our current and accumulated earnings and profits, whether or not attributable to capital gains of ours. Subject to certain limitations of the Internal Revenue Code, corporate distributees may be eligible for the dividends received deduction with respect to those distributions, and individual, trust and estate distributees may be eligible for reduced income tax rates on such dividends. Unless we are entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost.

Tax Aspects of BPG Subsidiary’s Operating Partnership and any Subsidiary Partnerships

General. All of the investments of BPG Subsidiary will be held through its Operating Partnership. In addition, the operating partnership may hold certain investments indirectly through subsidiary partnerships and limited liability companies which we expect will be treated as partnerships or disregarded entities for United States federal income tax purposes. In general, entities that are treated as partnerships or disregarded entities for United States federal income tax purposes are “pass-through” entities which are not required to pay federal income tax. Rather, partners or members of such entities are allocated their shares of the items of income, gain, loss, deduction and credit of the partnership or limited liability company, and are potentially required to pay tax on this income, without regard to whether they receive a distribution from the partnership or limited liability company. A partner in such entities that is a REIT will include in its income its share of these partnership and limited liability company items for purposes of the various gross income tests, the computation of its REIT taxable income, and the REIT distribution requirements. Moreover, for purposes of the asset tests, it will include its pro rata share of assets held by its operating partnership, including its share of its subsidiary partnerships and limited liability companies, based on its capital interest in each such entity.

Entity Classification . BPG Subsidiary’s interests in its operating partnership and the subsidiary partnerships and limited liability companies involve special tax considerations, including the possibility that the IRS might challenge the status of these entities as partnerships (or disregarded entities), as opposed to associations taxable as corporations for United States federal income tax purposes. For example, an entity that would otherwise be classified as a partnership for federal income tax purposes may nonetheless be taxable as a corporation if it is a “publicly traded partnership” and certain other requirements are met. A partnership or limited liability company would be treated as a publicly traded partnership if its interests are traded on an established securities market or are readily tradable on a secondary market or a substantial equivalent thereof, within the meaning of applicable Treasury Regulations. If BPG Subsidiary’s operating partnership or a subsidiary partnership or limited liability company were treated as an association rather than as a partnership, it would be taxable as a corporation and would be required to pay an entity-level tax on its income. In this situation, the character of BPG Subsidiary’s assets and items of gross income would change and could prevent it from satisfying the REIT asset tests and possibly the REIT income tests. See “—Asset Tests” and “—Income Tests.” This, in turn, could prevent us from qualifying as a REIT. See “—Failure to Qualify” for a discussion of the effect of our failure to meet these tests. In addition, a change in the tax status of BPG Subsidiary’s operating partnership, a subsidiary partnership or limited liability company might be treated as a taxable event. If so, BPG Subsidiary, and in turn we, might incur a tax liability without any related cash distributions. We do not anticipate that the operating partnership or any subsidiary partnership or limited liability company will be treated as a publicly traded partnership which is taxable as a corporation.

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Allocations of Income, Gain, Loss and Deduction. A partnership agreement (or, in the case of a limited liability company treated as a partnership for United States federal income tax purposes, the limited liability company agreement) will generally determine the allocation of partnership income and loss among partners. Generally, Section 704(b) of the Code and the Treasury regulations thereunder require that partnership allocations respect the economic arrangement of the partners. If an allocation of partnership income or loss does not comply with the requirements of Section 704(b) of the Code and the Treasury regulations thereunder, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership. This reallocation will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. BPG Subsidiary’s operating partnership’s allocations of taxable income and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury regulations thereunder.

Tax Allocations with Respect to the Properties. Under Section 704(c) of the Code, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership (including a limited liability company treated as a partnership for United States federal income tax purposes) in exchange for an interest in the partnership, must be allocated in a manner so that the contributing partner is charged with the unrealized gain, or benefits from the unrealized loss, associated with the property at the time of the contribution, as adjusted from time to time. The amount of the unrealized gain or unrealized loss generally is equal to the difference between the fair market value or book value and the adjusted tax basis of the contributed property at the time of contribution (this difference is referred to as a book-tax difference), as adjusted from time to time. These allocations are solely for United States federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners.

Appreciated property will be contributed to BPG Subsidiary’s operating partnership in exchange for interests in the operating partnership in connection with the IPO Property Transfers. The partnership agreement requires that allocations be made in a manner consistent with Section 704(c) of the Code. Treasury Regulations issued under Section 704(c) of the Code provide partnerships with a choice of several methods of accounting for book-tax differences. BPG Subsidiary and its operating partnership have agreed to use the “traditional method” for accounting for book-tax differences for the properties initially contributed to the operating partnership.

Under the traditional method, the carryover basis of contributed interests in the properties in the hands of the operating partnership (i) will or could cause BPG Subsidiary to be allocated lower amounts of depreciation deductions for tax purposes than would be allocated to it if all contributed properties were to have a tax basis equal to their fair market value at the time of the contribution and (ii) could cause BPG Subsidiary to be allocated taxable gain in the event of a sale of such contributed interests or properties in excess of the economic or book income allocated to it as a result of such sale, with a corresponding benefit to the other partners in the operating partnership. An allocation described in (ii) above might cause BPG Subsidiary or the other partners to recognize taxable income in excess of cash proceeds in the event of a sale or other disposition of property, which might adversely affect BPG Subsidiary’s ability to comply with the REIT distribution requirements. See “—Taxation of REITs in General—Requirements for Qualification as a Real Estate Investment Trust” and “—Annual Distribution Requirements Applicable to REITs.” With respect to properties contributed to the operating partnership subsequent to the contribution of the initial properties, it is expected that any book-tax differences shall be accounted for using any method approved under Section 704(c) of the Code and the applicable Treasury Regulations as chosen by the general partner under the partnership agreement. Any property acquired by the operating partnership in a taxable transaction will initially have a tax basis equal to its fair market value, and Section 704(c) of the Code will not apply.

Taxation of United States Holders of Our Common Stock

United States Holder . As used in the remainder of this discussion, the term “United States holder” means a beneficial owner of our common stock that is for United States federal income tax purposes:

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A citizen or resident of the United States;

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A corporation (or an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;

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An estate the income of which is subject to United States federal income taxation regardless of its source; or

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A trust if it (a) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

If a partnership (or an entity treated as a partnership for United States federal income tax purposes) holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding common stock, you should consult your advisors. A “non-United States holder” is a beneficial owner of our common stock that is neither a United States holder nor a partnership (or an entity treated as a partnership for United States federal income tax purposes).

Distributions Generally . As long as we qualify as a REIT, distributions made by us to our taxable United States holders out of current or accumulated earnings and profits that are not designated as capital gain dividends or “qualified dividend income” will be taken into account by them as ordinary income taxable at ordinary income tax rates and will not qualify for the reduced capital gains rates that currently generally apply to distributions by non-REIT C corporations to certain non-corporate United States holders. In determining the extent to which a distribution constitutes a dividend for tax purposes, our earnings and profits will be allocated first to distributions with respect to our preferred stock, if any, and then to our common stock. Corporate stockholders will not be eligible for the dividends received deduction with respect to these distributions.

Distributions in excess of both current and accumulated earnings and profits will not be taxable to a United States holder to the extent that the distributions do not exceed the adjusted basis of the holder’s stock. Rather, such distributions will reduce the adjusted basis of the stock. To the extent that distributions exceed the adjusted basis of a United States holder’s stock, the United States holder generally must include such distributions in income as long-term capital gain if the shares have been held for more than one year, or short-term capital gain if the shares have been held for one year or less.

Distributions will generally be taxable, if at all, in the year of the distribution. However, if we declare a dividend in October, November or December of any year with a record date in one of these months and pay the dividend on or before January 31 of the following year, we will be treated as having paid the dividend, and the stockholder will be treated as having received the dividend, on December 31 of the year in which the dividend was declared.

We will be treated as having sufficient earnings and profits to treat as a dividend any distribution we pay up to the amount required to be distributed in order to avoid imposition of the 4% excise tax discussed above. Moreover, any “deficiency dividend” will be treated as an ordinary or capital gain dividend, as the case may be, regardless of our earnings and profits. As a result, United States holders may be required to treat certain distributions that would otherwise result in a tax-free return of capital as taxable dividends.

Capital Gain Dividends . We may elect to designate distributions of our net capital gain as “capital gain dividends” to the extent that such distributions do not exceed our actual net capital gain for the taxable year. Capital gain dividends are taxed to United States holders of our stock as gain from the sale or exchange of a capital asset held for more than one year. This tax treatment applies regardless of the period during which the stockholders have held their stock. If we designate any portion of a dividend as a capital gain dividend, the amount that will be taxable to the stockholder as capital gain will be indicated to United States holders on IRS Form 1099-DIV. Corporate stockholders, however, may be required to treat up to 20% of capital gain dividends as ordinary income. Capital gain dividends are not eligible for the dividends-received deduction for corporations.

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Instead of paying capital gain dividends, we may elect to require stockholders to include our undistributed net capital gains in their income. If we make such an election, United States holders (i) will include in their income as long-term capital gains their proportionate share of such undistributed capital gains and (ii) will be deemed to have paid their proportionate share of the tax paid by us on such undistributed capital gains and thereby receive a credit or refund to the extent that the tax paid by us exceeds the United States holder’s tax liability on the undistributed capital gain. A United States holder of our stock will increase the basis in its stock by the difference between the amount of capital gain included in its income and the amount of tax it is deemed to have paid. A United States holder that is a corporation will appropriately adjust its earnings and profits for the retained capital gain in accordance with Treasury regulations to be prescribed by the IRS. Our earnings and profits will be adjusted appropriately.

We must classify portions of our designated capital gain dividend into the following categories:

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A 20% gain distribution, which would be taxable to non-corporate United States holders of our stock at a rate of up to 20%; or

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An unrecaptured Section 1250 gain distribution, which would be taxable to non-corporate United States holders of our stock at a maximum rate of 25%.

We must determine the maximum amounts that we may designate as 20% and 25% capital gain dividends by performing the computation required by the Internal Revenue Code as if the REIT were an individual whose ordinary income were subject to a marginal tax rate of at least 28%. The IRS currently requires that distributions made to different classes of stock be comprised proportionately of dividends of a particular type.

Passive Activity Loss and Investment Interest Limitation . Distributions that we make and gains arising from the disposition of our common stock by a United States holder will not be treated as passive activity income, and therefore United States holders will not be able to apply any “passive activity losses” against such income. Dividends paid by us, to the extent they do not constitute a return of capital, will generally be treated as investment income for purposes of the investment income limitation on the deduction of the investment interest.

Qualified Dividend Income . Distributions that are treated as dividends may be taxed at capital gains rates, rather than ordinary income rates, if they are distributed to an individual, trust or estate, are properly designated by us as qualified dividend income and certain other requirements are satisfied. Dividends are eligible to be designated by us as qualified dividend income up to an amount equal to the sum of the qualified dividend income received by us during the year of the distribution from other C corporations such as taxable REIT subsidiaries, our “undistributed” REIT taxable income from the immediately preceding year, and any income attributable to the sale of a built-in gain asset from the immediately preceding year (reduced by any federal income taxes that we paid with respect to such REIT taxable income and built-in gain).

Dividends that we receive will be treated as qualified dividend income to us if certain criteria are met. The dividends must be received from a domestic corporation (other than a REIT or a regulated investment company) or a qualifying foreign corporation. A foreign corporation generally will be a qualifying foreign corporation if it is incorporated in a possession of the United States, the corporation is eligible for benefits of an income tax treaty with the United States which the Secretary of Treasury determines is satisfactory, or the stock on which the dividend is paid is readily tradable on an established securities market in the United States. However, if a foreign corporation is a foreign personal holding company, a foreign investment company or a passive foreign investment company, then it will not be treated as a qualifying foreign corporation and the dividends we receive from such an entity would not constitute qualified dividend income.

Furthermore, certain exceptions and special rules apply to determine whether dividends may be treated as qualified dividend income to us. These rules include certain holding requirements that we would have to satisfy with respect to the stock on which the dividend is paid, and special rules with regard to dividends received from regulated investment companies and other REITs.

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In addition, even if we designate certain dividends as qualified dividend income to our stockholders, the stockholder will have to meet certain other requirements for the dividend to qualify for taxation at capital gains rates. For example, the stockholder will only be eligible to treat the dividend as qualifying dividend income if the stockholder is taxed at individual rates and meets certain holding requirements. In general, in order to treat a particular dividend as qualified dividend income, a stockholder will be required to hold our stock for more than 60 days during the 121-day period beginning on the date which is 60 days before the date on which the stock becomes ex-dividend.

Other Tax Considerations . To the extent that we have available net operating losses and capital losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. Such losses, however, are not passed through to stockholders and do not offset income of stockholders from other sources, nor would such losses affect the character of any distributions that we make, which are generally subject to tax in the hands of stockholders to the extent that we have current or accumulated earnings and profits.

Sales of Our Common Stock . Upon any taxable sale or other disposition of our common stock, a United States holder of our common stock will recognize gain or loss for federal income tax purposes on the disposition of our common stock in an amount equal to the difference between:

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The amount of cash and the fair market value of any property received on such disposition; and

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The United States holder’s adjusted basis in such common stock for tax purposes.

Gain or loss will be capital gain or loss if the common stock has been held by the United States holder as a capital asset. The applicable tax rate will depend on the holder’s holding period in the asset (generally, if an asset has been held for more than one year it will produce long-term capital gain) and the holder’s tax bracket.

In general, any loss upon a sale or exchange of our common stock by a United States holder who has held such stock for six months or less (after applying certain holding period rules) will be treated as a long-term capital loss, but only to the extent of distributions from us received by such United States holder that are required to be treated by such United States holder as long-term capital gains.

Medicare Tax . Certain United States holders, including individuals and estates and trusts, are subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which includes net gain from a sale or exchange of common stock and income from dividends paid on common stock. United States holders are urged to consult their own tax advisors regarding the Medicare tax.

Taxation of Non-United States Holders of Our Common Stock

The rules governing United States federal income taxation of non-United States holders are complex. This section is only a summary of such rules. We urge non-United States holders to consult their own tax advisors to determine the impact of federal, state and local income tax laws on ownership of the common stock, including any reporting requirements.

Distributions . Distributions by us to a non-United States holder of our common stock that are neither attributable to gain from sales or exchanges by us of “United States real property interests” nor designated by us as capital gains dividends will be treated as dividends of ordinary income to the extent that they are made out of our current or accumulated earnings and profits. These distributions ordinarily will be subject to United States federal income tax on a gross basis at a rate of 30%, or a lower rate as permitted under an applicable income tax treaty, unless the dividends are treated as effectively connected with the conduct by the non-United States holder of a United States trade or business. Under some treaties, however, lower rates generally applicable to dividends do not apply to dividends from REITs. Further, reduced treaty rates are not available to the extent the income allocated to the non-United States stockholder is excess inclusion income. Dividends that are effectively

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connected with a trade or business will be subject to tax on a net basis, that is, after allowance for deductions, at graduated rates, in the same manner as United States holders are taxed with respect to these dividends, and are generally not subject to withholding. Applicable certification and disclosure requirements must be satisfied to be exempt from withholding under the effectively connected income exception. Any dividends received by a corporate non-United States holder that is engaged in a United States trade or business also may be subject to an additional branch profits tax at a 30% rate, or lower applicable treaty rate. We expect to withhold United States income tax at the rate of 30% on any dividend distributions, not designated as (or deemed to be) capital gain dividends, made to a non-United States holder unless:

•

A lower treaty rate applies and the non-United States holder files an IRS Form W-8BEN with us evidencing eligibility for that reduced rate is filed with us; or

•

The non-United States holder files an IRS Form W-8ECI with us claiming that the distribution is income effectively connected with the non-United States holder’s trade or business.

Distributions in excess of our current or accumulated earnings and profits that do not exceed the adjusted basis of the non-United States holder in its common stock will reduce the non-United States holder’s adjusted basis in its common stock and will not be subject to United States federal income tax. Distributions in excess of current and accumulated earnings and profits that do exceed the adjusted basis of the non-United States holder in its common stock will be treated as gain from the sale of its stock, the tax treatment of which is described below. See “—Taxation of Non-United States Holders of Our Common Stock—Sales of Our Common Stock.” Because we generally cannot determine at the time we make a distribution whether or not the distribution will exceed our current and accumulated earnings and profits, we normally will withhold tax on the entire amount of any distribution at the same rate as we would withhold on a dividend.

We would be required to withhold at least 10% of any distribution to a non-United States holder in excess of our current and accumulated earnings and profits if our common stock constitutes a United States real property interest with respect to such non-United States holder, as described below under “—Taxation of Non-United States Holders of Our Common Stock—Sales of Our Common Stock.” This withholding would apply even if a lower treaty rate applies or the non-United States holder is not liable for tax on the receipt of that distribution. However, a non-United States holder may seek a refund of these amounts from the IRS if the non-United States holder’s United States tax liability with respect to the distribution is less than the amount withheld.

Distributions to a non-United States holder that are designated by us at the time of the distribution as capital gain dividends, other than those arising from the disposition of a United States real property interest, generally should not be subject to United States federal income taxation unless:

•

The investment in the common stock is effectively connected with the non-United States holder’s trade or business, in which case the non-United States holder will be subject to the same treatment as United States holders with respect to any gain, except that a holder that is a foreign corporation also may be subject to the 30% branch profits tax, as discussed above; or

•

The non-United States holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s capital gains.

Under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) distributions to a non-United States holder that are attributable to gain from sales or exchanges by us of United States real property interests, whether or not designated as a capital gain dividend, will cause the non-United States holder to be treated as recognizing gain that is income effectively connected with a United States trade or business. Non-United States holders will be taxed on this gain at the same rates applicable to United States holders, subject to a special alternative minimum tax in the case of nonresident alien individuals. Also, this gain may be subject to a 30% (or lower applicable treaty rate) branch profits tax in the hands of a non-United States holder that is a corporation. A distribution is not attributable to a United States real property interest if we held an interest in the underlying asset solely as a creditor.

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We will be required to withhold and remit to the IRS 35% of any distributions to non-United States holders that are designated as capital gain dividends, or, if greater, 35% of a distribution that could have been designated as a capital gain dividend, whether or not attributable to sales of United States real property interests. Distributions can be designated as capital gains to the extent of our net capital gain for the taxable year of the distribution. The amount withheld, which for individual non-United States holders may exceed the actual tax liability, is creditable against the non-United States holder’s United States federal income tax liability.

However, the 35% withholding tax will not apply to any capital gain dividend with respect to any class of our stock which is regularly traded on an established securities market located in the United States if the non-United States stockholder did not own more than 5% of such class of stock at any time during the one-year period ending on the date of such dividend. Instead, any capital gain dividend will be treated as a distribution subject to the rules discussed above under “—Taxation of Non-United States Stockholders of Our Common Stock—Distributions.” Also, the branch profits tax will not apply to such a distribution. We anticipate that our common stock will be “regularly traded” on an established securities exchange.

Although the law is not clear on the matter, it appears that amounts we designate as undistributed capital gains in respect of the stock held by United States holders generally should be treated with respect to non-United States holders in the same manner as actual distributions by us of capital gain dividends. Under that approach, the non-United States holders would be able to offset as a credit against their United States federal income tax liability resulting therefrom their proportionate share of the tax paid by us on the undistributed capital gains, and to receive from the IRS a refund to the extent that their proportionate share of this tax paid by us were to exceed their actual United States federal income tax liability. If we were to designate a portion of our net capital gain as undistributed capital gain, a non-United States stockholder is urged to consult its tax advisor regarding the taxation of such undistributed capital gain.

Sales of Our Common Stock . Gain recognized by a non-United States holder upon the sale or exchange of our stock generally would not be subject to United States taxation unless:

•

The investment in our common stock is effectively connected with the non-United States holder’s United States trade or business, in which case the non-United States holder will be subject to the same treatment as domestic holders with respect to any gain;

•

The non-United States holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a tax home in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s net capital gains for the taxable year; or

•

Our common stock constitutes a United States real property interest within the meaning of FIRPTA, as described below.

Our common stock will constitute a United States real property interest unless we are a domestically-controlled REIT. We will be a domestically-controlled REIT if, at all times during a specified testing period, less than 50% in value of our stock is held directly or indirectly by non-United States holders.

As described above, our charter contains restrictions designed to protect our status as a domestically-controlled REIT, and we believe that we will be and will remain a domestically-controlled REIT, and that a sale of our common stock should not be subject to taxation under FIRPTA. However, because our stock is publicly traded, no assurance can be given that we are or will be a domestically-controlled REIT. Even if we were not a domestically-controlled REIT, a sale of common stock by a non-United States holder would nevertheless not be subject to taxation under FIRPTA as a sale of a United States real property interest if:

•

Our common stock were “regularly traded” on an established securities market within the meaning of applicable Treasury regulations; and

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•

The non-United States holder did not actually, or constructively under specified attribution rules under the Internal Revenue Code, own more than 5% of our common stock at any time during the shorter of the five-year period preceding the disposition or the holder’s holding period.

We anticipate that our common stock will be regularly traded on an established securities market. If gain on the sale or exchange of our common stock were subject to taxation under FIRPTA, the non-United States holder would be subject to regular United States income tax with respect to any gain in the same manner as a taxable United States holder, subject to any applicable alternative minimum tax and special alternative minimum tax in the case of nonresident alien individuals. In such case, under FIRPTA the purchaser of common stock may be required to withhold 10% of the purchase price and remit this amount to the IRS. In addition, distributions that are treated as gain from the disposition of common stock and are subject to tax under FIRPTA also may be subject to a 30% branch profits tax when made to a corporate non-United States holder that is not entitled to a treaty exemption.

U.S. Federal Income Tax Returns

If a non-United States holder is subject to taxation under FIRPTA on proceeds from the sale of our common stock or on capital gain distributions, the non-United States holder will be required to file a United States federal income tax return. Prospective non-United States holders are urged to consult their tax advisors to determine the impact of United States federal, state, local and foreign income tax laws on their ownership of our common stock, including any reporting requirements.

Taxation of Tax-Exempt Holders of Our Common Stock

Provided that a tax-exempt holder has not held its common stock as “debt-financed property” within the meaning of the Internal Revenue Code and our shares of stock are not being used in an unrelated trade or business, the dividend income from us generally will not be unrelated business taxable income, referred to as UBTI, to a tax-exempt holder. Similarly, income from the sale of our common stock will not constitute UBTI unless the tax-exempt holder has held its common stock as debt-financed property within the meaning of the Internal Revenue Code or has used the common stock in a trade or business.

Further, for a tax-exempt holder that is a social club, voluntary employee benefit association, supplemental unemployment benefit trust or qualified group legal services plan exempt from federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Internal Revenue Code, respectively, or a single parent title-holding corporation exempt under Section 501(c)(2) the income of which is payable to any of the aforementioned tax-exempt organizations, income from an investment in our common stock will constitute UBTI unless the organization properly sets aside or reserves such amounts for purposes specified in the Internal Revenue Code. These tax-exempt holders should consult their own tax advisors concerning these “set aside” and reserve requirements.

Notwithstanding the above, however, a portion of the dividends paid by a “pension-held REIT” are treated as UBTI as to any trust which is described in Section 401(a) of the Internal Revenue Code, is tax-exempt under Section 501(a) of the Internal Revenue Code, and holds more than 10%, by value, of the interests in the REIT. Tax-exempt pension funds that are described in Section 401(a) of the Internal Revenue Code are referred to below as “pension trusts.”

A REIT is a “pension-held REIT” if it meets the following two tests:

•

It would not have qualified as a REIT but for Section 856(h)(3) of the Internal Revenue Code, which provides that stock owned by pension trusts will be treated, for purposes of determining whether the REIT is closely held, as owned by the beneficiaries of the trust rather than by the trust itself; and

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•

Either (i) at least one pension trust holds more than 25% of the value of the interests in the REIT, or (ii) a group of pension trusts each individually holding more than 10% of the value of the REIT’s stock, collectively owns more than 50% of the value of the REIT’s stock.

The percentage of any REIT dividend from a “pension-held REIT” that is treated as UBTI is equal to the ratio of the UBTI earned by the REIT, treating the REIT as if it were a pension trust and therefore subject to tax on UBTI, to the total gross income of the REIT. An exception applies where the percentage is less than 5% for any year, in which case none of the dividends would be treated as UBTI. The provisions requiring pension trusts to treat a portion of REIT distributions as UBTI will not apply if the REIT is not a “pension-held REIT” (for example, if the REIT is able to satisfy the “not closely held requirement” without relying on the “look through” exception with respect to pension trusts).

Backup Withholding Tax and Information Reporting

United States Holders of Common Stock . In general, information-reporting requirements will apply to payments of dividends and interest on and payments of the proceeds of the sale of our common stock held by United States holders, unless an exception applies. The payor is required to withhold tax on such payments if (i) the payee fails to furnish a taxpayer identification number, or TIN, to the payor or to establish an exemption from backup withholding, or (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect. In addition, a payor of the dividends or interest on our common stock is required to withhold tax if (i) there has been a notified payee under-reporting with respect to interest, dividends or original issue discount described in Section 3406(c) of the Internal Revenue Code, or (ii) there has been a failure of the payee to certify under the penalty of perjury that the payee is not subject to backup withholding under the Internal Revenue Code. A United States holder that does not provide us with a correct taxpayer identification number may also be subject to penalties imposed by the IRS. In addition, we may be required to withhold a portion of capital gain distributions to any United States holders who fail to certify their United States status to us. Some United States holders of our common stock, including corporations, may be exempt from backup withholding. Any amounts withheld under the backup withholding rules from a payment to a stockholder will be allowed as a credit against the stockholder’s United States federal income tax and may entitle the stockholder to a refund, provided that the required information is furnished to the IRS. The payor will be required to furnish annually to the IRS and to holders of our common stock information relating to the amount of dividends and interest paid on our common stock, and that information reporting may also apply to payments of proceeds from the sale of our common stock. Some holders, including corporations, financial institutions and certain tax-exempt organizations, are generally not subject to information reporting.

Non-United States Holders of Our Common Stock . Generally, information reporting will apply to payments of interest and dividends on our common stock, and backup withholding described above for a United States holder will apply, unless the payee certifies that it is not a United States person or otherwise establishes an exemption.

The payment of the proceeds from the disposition of our common stock to or through the United States office of a United States or foreign broker will be subject to information reporting and backup withholding as described above for United States holders unless the non-United States holder satisfies the requirements necessary to be an exempt non-United States holder or otherwise qualifies for an exemption. The proceeds of a disposition by a non-United States holder of our common stock to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, if the broker is a United States person, a controlled foreign corporation for United States tax purposes, a foreign person 50% or more of whose gross income from all sources for specified periods is from activities that are effectively connected with a United States trade or business, a foreign partnership if partners who hold more than 50% of the interest in the partnership are United States persons, or a foreign partnership that is engaged in the conduct of a trade or business in the United States, then information reporting generally will apply as though the payment was made through a United States office of a United States or foreign broker.

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Applicable Treasury regulations provide presumptions regarding the status of a holder of our common stock when payments to such holder cannot be reliably associated with appropriate documentation provided to the payer. Because the application of these Treasury regulations varies depending on the stockholder’s particular circumstances, you are advised to consult your tax advisor regarding the information reporting requirements applicable to you.

Legislative or Other Actions Affecting REITs

The present United States. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time. The REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the Treasury which may result in statutory changes as well as revisions to regulations and interpretations. Changes to the United States federal tax laws and interpretations thereof could adversely affect an investment in our common stock.

State and Local Taxes

We and our stockholders may be subject to state or local taxation in various state or local jurisdictions, including those in which we or they transact business or reside. Our state and local tax treatment and that of our stockholders may not conform to the federal income tax treatment discussed above. Consequently, prospective stockholders should consult their own tax advisors regarding the effect of state and local tax laws on an investment in our common stock.

Tax Shelter Reporting

If a stockholder recognizes a loss with respect to stock of $2 million or more for an individual stockholder or $10 million or more for a corporate stockholder, the stockholder must file a disclosure statement with the IRS on Form 8886. Direct stockholders of portfolio securities are in many cases exempt from this reporting requirement, but stockholders of a REIT currently are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Stockholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Additional Withholding Requirements

Under certain provisions of the Hiring Incentives to Restore Employment Act, which was enacted in March 2010, and administrative guidance thereto, the relevant withholding agent may be required to withhold 30% of any dividends paid after June 30, 2014 and the proceeds of a sale or other disposition of our common stock occurring after December 31, 2016 paid to (i) a foreign financial institution unless such foreign financial institution agrees to verify, report and disclose its United States accountholders and meets certain other specified requirements, or otherwise complies with Foreign Account Tax Compliance Act of 2009 or (ii) a non-financial foreign entity that is the beneficial owner of the payment unless such entity certifies that it does not have any substantial United States owners or provides the name, address and taxpayer identification number of each substantial United States owner and such entity meets certain other specified requirements. Non-United States holders should consult their tax advisors to determine the applicability of this legislation in light of their individual circumstances.

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UNDERWRITING

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.


Underwriter		Number of Shares
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Wells Fargo Securities, LLC
Barclays Capital Inc.
Deutsche Bank Securities Inc.
RBC Capital Markets, LLC
UBS Securities LLC
Robert W. Baird & Co. Incorporated
Evercore Group L.L.C.
KeyBanc Capital Markets Inc.
Mitsubishi UFJ Securities (USA), Inc.
PNC Capital Markets LLC
Sandler O’Neill & Partners, L.P.
Stifel, Nicolaus & Company, Incorporated
SunTrust Robinson Humphrey, Inc.

Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the option to purchase additional shares described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per share. If all the shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to make sales to discretionary accounts.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares at the public offering price less the underwriting discount. To the extent the option to purchase additional shares is exercised, each underwriter must purchase from us a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment. Any shares issued or sold under the option to purchase additional shares will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

We, our officers and directors, and each of our pre-IPO owners have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, subject to specified exceptions, without the prior written consent of the representatives of the underwriters, dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock. The representatives of the underwriters, in their sole discretion, may release any of the securities subject to these lock-up agreements at any time. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a

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material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares will be determined by negotiations between us and the representatives. Among the factors to be considered in determining the initial public offering price will be our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, our book value at the latest balance sheet date and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We have applied to list our shares of common stock on the NYSE under the symbol “BRX.”

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.


	No Exercise	Full Exercise
Per share	$	$
Total	$	$

We will pay all of our expenses in connection with this offering, which we estimate to be $ . We have agreed to reimburse the underwriters for certain expenses (including fees of counsel for FINRA-related matters) incurred in this offering up to a maximum of $35,000.

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the option to purchase additional shares, and stabilizing purchases.

•

Short sales involve secondary market sales by the underwriters of a greater number of shares than they are required to purchase in the offering.

•

“Covered” short sales are sales of shares in an amount up to the number of shares represented by the underwriters’ option to purchase additional shares.

•

“Naked” short sales are sales of shares in an amount in excess of the number of shares represented by the underwriters’ option to purchase additional shares.

•

Covering transactions involve purchases of shares either pursuant to the underwriters’ option to purchase additional shares or in the open market in order to cover short positions.

•

To close a naked short position, the underwriters must purchase shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•

To close a covered short position, the underwriters must purchase shares in the open market or must exercise the option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares.

•

Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

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Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares. They may also cause the price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

The underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us and our affiliates, including our Sponsor, from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us and our affiliates, including our Sponsor, in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. Most recently, Citigroup Global Markets Inc. acted as the sole bookrunner in two secondary equity offerings in which our Sponsor sold a portion of its equity interest in one of its portfolio companies; J.P. Morgan Securities LLC or its affiliates acted as financial advisor and underwriter to our Sponsor or its affiliates in a variety of transactions including financings and loan originations, loan syndications, initial public offerings, secondary equity offerings, debt offerings and mergers and acquisitions; Merrill Lynch, Pierce, Fenner & Smith Incorporated or its affiliates provided financing and advisory services to our Sponsor or its affiliates and acted as underwriter on the sale by our Sponsor or its affiliates of their respective interests in certain other portfolio companies of our Sponsor; Wells Fargo Securities, LLC acted as financial advisor to affiliates of our Sponsor in twelve transactions, which consisted of financings, property sales, joint ventures or recapitalizations; an affiliate of Mitsubishi UFG Securities (USA), Inc. provided financing to our Sponsor or its affiliates. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. In addition, affiliates of some of the underwriters, including Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, KeyBanc Capital Markets Inc., Mitsubishi UFJ Securities (USA), Inc. and Sun Trust Robinson Humphrey, Inc., are lenders, and in some cases agents or managers for the lenders, under our Unsecured Credit Facility, which we intend to repay in part with the net proceeds of this offering.

Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. A typical such hedging strategy would include these underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

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Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a “relevant member state”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

•

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

•

to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any such offer; or

•

in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

Each person in a relevant member state who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that relevant member state implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale. We, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

This prospectus has been prepared on the basis that any offer of shares in any relevant member state will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that relevant member state of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

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Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•

used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

•

to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors ( cercle restreint d’investisseurs ), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier ;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers , does not constitute a public offer ( appel public à l’épargne ).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier .

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

246

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

•

to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

•

where no consideration is or will be given for the transfer; or

•

where the transfer is by operation of law.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional

247

investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Switzerland

We have not and will not register with the Swiss Financial Market Supervisory Authority (“FINMA”) as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended (“CISA”), and accordingly the shares being offered pursuant to this prospectus have not and will not be approved, and may not be licenseable, with FINMA. Therefore, the shares have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the shares offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The shares may solely be offered to “qualified investors,” as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended (“CISO”), such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the shares are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the shares on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

248

LEGAL MATTERS

Certain legal and tax matters will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Venable LLP, Baltimore, Maryland has issued an opinion to us regarding certain matters of Maryland law, including the validity of the common stock offered hereby. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns an interest representing less than 1% of the capital commitments of funds affiliated with The Blackstone Group L.P. Skadden, Arps, Slate, Meagher & Flom LLP has in the past performed, and may in the future perform, legal services for us and our affiliates.

EXPERTS

The consolidated financial statements and related financial statement schedules of Brixmor Property Group Inc. and Subsidiaries as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Unless otherwise indicated, we have obtained the information under “Summary—Industry Overview” and “Industry Overview” from the market study prepared for us by RCG, a nationally recognized real estate consulting firm, and such information is included in this prospectus in reliance on RCG’s authority as an expert in such matters.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-11 under the Securities Act with respect to the common stock offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common stock, we refer you to the registration statement and to its exhibits and schedules. Anyone may inspect the registration statement and its exhibits and schedules without charge at the public reference facilities the SEC maintains at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. You may obtain further information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also inspect these reports and other information without charge at a website maintained by the SEC. The address of this site is http://www.sec.gov.

Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act and will be required to file reports and other information with the SEC. You will be able to inspect and copy these reports and other information at the public reference facilities maintained by the SEC at the address noted above. You also will be able to obtain copies of this material from the Public Reference Room of the SEC as described above, or inspect them without charge at the SEC’s website. We intend to make available to our common stockholders annual reports containing consolidated financial statements audited by an independent registered public accounting firm.

249

INDEX TO FINANCIAL STATEMENTS


	Page
Financial Statements as of December 31, 2012 and 2011, for the year ended December 31, 2012 (successor), the period from June 28, 2011 through December 31, 2011 (successor), the period from January 1, 2011 through June 27, 2011 (predecessor) and the year ended December 31, 2010 (predecessor)
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Statements of Operations		F-4
Statements of Comprehensive (Loss) Income		F-5
Statements of Changes in Equity		F-6
Statements of Cash Flows		F-8
Notes to Combined Consolidated Financial Statements		F-10
Schedule II Valuation and Qualifying Accounts		F-34
Schedule III Real Estate and Accumulated Depreciation		F-35

Condensed Consolidated Financial Statements (unaudited) for the six months ended June 30, 2013
Condensed Consolidated Balance Sheets		F-47
Condensed Consolidated Statements of Operations		F-48
Condensed Consolidated Statements of Comprehensive Income (Loss)		F-49
Condensed Consolidated Statements of Changes in Equity		F-50
Condensed Consolidated Statements of Cash Flows		F-51
Notes to the Condensed Consolidated Financial Statements		F-52

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Brixmor Property Group Inc. and Subsidiaries:

We have audited the accompanying combined consolidated balance sheets of Brixmor Property Group Inc. and Subsidiaries (the “Company”), as of December 31, 2012 and 2011, and the related combined consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for the year ended December 31, 2012 (successor), and the periods from June 28, 2011 through December 31, 2011 (successor), January 1, 2011 through June 27, 2011 (predecessor), and the year ended December 31, 2010 (predecessor). Our audits also included the financial statement schedules listed in the accompanying index to financial statements. These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined consolidated financial position of Brixmor Property Group Inc. and Subsidiaries at December 31, 2012 and 2011, and the combined consolidated results of their operations and their cash flows for the year ended December 31, 2012 (successor) and the periods from June 28, 2011 through December 31,2011 (successor), January 1, 2011 through June 27, 2011 (predecessor), and the year ended December 31, 2010 (predecessor), in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

New York, New York

Date: August 23, 2013

F-2

Brixmor Property Group Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share information)


	Successor
	December 31,
	2012			2011
Assets
Real estate
Land	$	1,915,667		$	1,943,168
Buildings and improvements		7,978,759			7,849,285

		9,894,426			9,792,453
Accumulated depreciation and amortization		(796,296	)		(295,550	)

Real estate, net		9,098,130			9,496,903

Investments in and advances to unconsolidated joint ventures		16,038			15,808
Cash and cash equivalents		103,098			157,606
Restricted cash		90,160			98,282
Marketable securities		24,883			23,027
Receivables, net		156,944			145,467
Deferred charges and prepaid expenses, net		95,118			79,358
Other assets		19,358			15,815

Total assets	$	9,603,729		$	10,032,266


Liabilities
Debt obligations, net	$	6,499,356		$	6,694,549
Financing liabilities, net		174,440			167,574
Accounts payable, accrued expenses and other liabilities		632,112			691,154

Total liabilities		7,305,908			7,553,277


Redeemable non-controlling interests		21,467			21,559


Commitments and contingencies		—			—

Equity
Preferred stock, $0.01 par value, authorized 1,000 shares, issued and outstanding 125 shares		—			—
Common stock, $0.01 par value, authorized 200,000 shares, issued and outstanding 75,649 shares		1			1
Additional paid in capital		1,748,092			1,743,235
Accumulated other comprehensive (loss) income		(39	)		44
Distributions in excess of accumulated (loss) income		(26,559	)		115,214

Total stockholders’ equity		1,721,495			1,858,494
Non-controlling interests		554,859			598,936

Total equity		2,276,354			2,457,430

Total liabilities and equity	$	9,603,729		$	10,032,266

The accompanying notes are an integral part of these combined consolidated financial statements.

F-3

Brixmor Property Group Inc. and Subsidiaries

Statements of Operations

(in thousands)


	Successor (Consolidated)						Predecessor (Combined Consolidated)
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Revenues
Rental income	$	879,766		$	443,537		$	426,815		$	871,508
Expense reimbursements		234,590			116,354			119,084			237,324
Other revenues		11,441			5,728			8,035			16,272

Total revenues		1,125,797			565,619			553,934			1,125,104


Operating expenses
Operating costs		124,673			62,217			67,436			126,535
Real estate taxes		162,900			80,944			79,795			165,372
Depreciation and amortization		504,583			293,924			174,554			391,170
Impairment of real estate assets		—			—			—			249,286
Provision for doubtful accounts		11,861			8,840			11,319			15,875
Acquisition related costs		541			41,362			5,647			4,821
General and administrative		88,870			50,437			57,443			94,644

Total operating expenses		893,428			537,724			396,194			1,047,703


Other income (expense)
Dividends and interest		1,138			641			815			2,203
Gain on bargain purchase		—			328,826			—			—
Interest expense		(386,380	)		(204,714	)		(191,922	)		(374,388	)
Gain (loss) on sale of real estate assets		501			—			—			(111	)
Other		(507	)		2,113			(3,728	)		5,550

Total other (expense) income		(385,248	)		126,866			(194,835	)		(366,746	)


(Loss) income before equity in earnings of unconsolidated joint ventures		(152,879	)		154,761			(37,095	)		(289,345	)
Income tax benefit		—			—			—			16,494
Equity in income (loss) of unconsolidated joint ventures		687			(160	)		(381	)		(2,116	)
Impairment of investment in unconsolidated joint ventures		(314	)		—			—			(1,734	)

(Loss) income from continuing operations		(152,506	)		154,601			(37,476	)		(276,701	)


Discontinued operations
Income (loss) from discontinued operations		23			(1,465	)		(1,007	)		135
Gain on disposition of operating properties		5,369			—			—			—
Impairment of real estate assets held for sale		(13,599	)		—			(8,608	)		(43,421	)

Loss from discontinued operations		(8,207	)		(1,465	)		(9,615	)		(43,286	)

Net (loss) income		(160,713	)		153,136			(47,091	)		(319,987	)

Non-controlling interests

Net (loss) income attributable to non-controlling interests		38,146			(37,785	)		(752	)		(1,400	)

Net (loss) income attributable to Brixmor Property Group Inc.		(122,567	)		115,351			(47,843	)		(321,387	)
Preferred stock dividends		(296	)		(137	)		—			—

Net (loss) income attributable to common stockholders	$	(122,863	)	$	115,214		$	(47,843	)	$	(321,387	)

The accompanying notes are an integral part of these combined consolidated financial statements.

F-4

Brixmor Property Group Inc. and Subsidiaries

Statements of Comprehensive (Loss) Income

(in thousands)


	Successor (Consolidated)						Predecessor (Combined Consolidated)
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net (loss) income	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Other comprehensive income
Change in unrealized (loss) gain on marketable securities		(83	)		44			20			66

Comprehensive (loss) income		(160,796	)		153,180			(47,071	)		(319,921	)
Comprehensive loss (income) attributable to non-controlling interests		38,146			(37,785	)		(752	)		(1,400	)

Comprehensive (loss) income attributable to Brixmor Property Group Inc.	$	(122,650	)	$	115,395		$	(47,823	)	$	(321,321	)

The accompanying notes are an integral part of these combined consolidated financial statements.

F-5

Brixmor Property Group Inc. and Subsidiaries

Statements of Changes in Equity

(in thousands)


	Successor (Consolidated)
	For the Year Ended December 31, 2012
	Preferred Stock		Common Stock		Additional Paid-in Capital		CNP Net Investment		Accumulated Other Comprehensive Income			Distributions in Excess of Accumulated (Loss) Income			Non- Controlling Interests			Total
Beginning balance, January 1, 2012	$	—	$	1	$	1,743,235	$	—	$	44		$	115,214		$	598,936		$	2,457,430
Distributions to stockholders		—		—		—		—		—			(18,910	)		—			(18,910	)
Distributions to non-controlling interests		—		—		—		—		—			—			(6,203	)		(6,203	)
Compensation expense relating to Class B Units		—		—		4,857		—		—			—			1,563			6,420
Unrealized loss on marketable securities		—		—		—		—		(83	)		—			—			(83	)
Preferred stock dividends		—		—		—		—		—			(296	)		—			(296	)
Net loss		—		—		—		—		—			(122,567	)		(39,437	)		(162,004	)

Ending balance, December 31, 2012	$	—	$	1	$	1,748,092	$	—	$	(39	)	$	(26,559	)	$	554,859		$	2,276,354


	Successor (Consolidated)
	For the Period from June 28, 2011 through December 31, 2011
	Preferred Stock		Common Stock		Additional Paid-in Capital		CNP Net Investment		Accumulated Other Comprehensive Income		Accumulated Income			Non- Controlling Interests		Total
Beginning balance, June 28, 2011 (Commencement of Operations)	$	—	$	—	$	—	$	—	$	—	$	—		$	—	$	—
Issuance of preferred stock		—		—		2,500		—		—		—			—		2,500
Issuance of common stock		—		1		1,739,926		—		—		—			—		1,739,927
Compensation expense relating to Class B Units		—		—		809		—		—		—			261		1,070
Unrealized gain on marketable securities		—		—		—		—		44		—			—		44
Preferred stock dividends		—		—		—		—		—		(137	)		—		(137	)
Issuance of non-controlling interests in subsidiary		—		—		—		—		—		—			561,549		561,549
Net income		—		—		—		—		—		115,351			37,126		152,477

Ending balance, December 31, 2011	$	—	$	1	$	1,743,235	$	—	$	44	$	115,214		$	598,936	$	2,457,430

F-6


	Predecessor (Combined Consolidated)
	For the Period from January 1, 2011 through June 27, 2011
	Preferred Stock		Common Stock		Additional Paid-in Capital		CNP Net Investment			Accumulated Other Comprehensive Income			Accumulated Income		Non- Controlling Interests			Total
Beginning balance, January 1, 2011	$	—	$	—	$	—	$	1,956,471		$	(5	)	$	—	$	1,352		$	1,957,818
Contributions		—		—		—		4,377			—			—		—			4,377
Distributions		—		—		—		(36,725	)		—			—		—			(36,725	)
Other reclassification adjustment		—		—		—		2			—			—		—			2
Unrealized gain on marketable securities		—		—		—		—			20			—		—			20
Non-controlling interest		—		—		—		—			—			—		(28	)		(28	)
Net (loss) income		—		—		—		(47,843	)		—			—		116			(47,727	)

Ending balance, June 27, 2011	$	—	$	—	$	—	$	1,876,282		$	15		$	—	$	1,440		$	1,877,737


	Predecessor (Combined Consolidated)
	For the Year Ended December 31, 2010
	Preferred Stock		Common Stock		Additional Paid-in Capital		CNP Net Investment			Accumulated Other Comprehensive Income			Accumulated Income		Non- Controlling Interests			Total
Beginning balance, January 1, 2010	$	—	$	—	$	—	$	2,537,027		$	(71	)	$	—	$	3,053		$	2,540,009
Contributions		—		—		—		20,509			—			—		—			20,509
Distributions		—		—		—		(281,379	)		—			—		—			(281,379	)
Other reclassification adjustment		—		—		—		1,701			—			—		(1,701	)		—
Unrealized gain on marketable securities		—		—		—		—			66			—		—			66
Non-controlling interest		—		—		—		—			—			—		91			91
Net loss		—		—		—		(321,387	)		—			—		(91	)		(321,478	)

Ending balance, December 31, 2010	$	—	$	—	$	—	$	1,956,471		$	(5	)	$	—	$	1,352		$	1,957,818

The accompanying notes are an integral part of these combined consolidated financial statements.

F-7

Brixmor Property Group Inc. and Subsidiaries

Statements of Cash Flows

(in thousands)


	Successor (Consolidated)						Predecessor (Combined Consolidated)
	Year Ended December 31, 2012			For the period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Operating Activities
Net (loss) income	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		510,435			298,698			179,371			404,558
Debt premium and discount amortization		(25,314	)		(12,974	)		(2,832	)		(5,651	)
Deferred financing cost amortization		10,272			4,812			5,166			19,345
Above- and below-market lease intangible amortization		(50,881	)		(28,058	)		(33,989	)		(71,681	)
Gain on bargain purchase		—			(328,826	)		—			—
Provisions for impairment		13,913			—			8,751			295,543
Gain on sales of real estate assets		(5,870	)		—			(143	)		(989	)
Amortization of Class B Units		6,420			1,070			—			—
Deferred income taxes and other		(687	)		210			999			(8,952	)
Gain on debt extinguishment		—			(917	)		—			(118	)
Changes in operating assets and liabilities:
Restricted cash		(8,144	)		10,823			(18,103	)		6,464
Receivables		(11,793	)		(7,706	)		15,635			15,115
Deferred charges and prepaid expenses		(24,422	)		(5,992	)		(18,368	)		(20,590	)
Other assets		(2,692	)		—			4,769			(2,481	)
Accounts payable, accrued expenses and other liabilities		18,323			(27,530	)		22,928			(1,681	)

Net cash provided by operating activities		268,847			56,746			117,093			308,895

Investing Activities
Acquisition of the Business		—			(1,335,799	)		—			—
Building improvements		(177,213	)		(56,855	)		(59,073	)		(78,216	)
Acquisitions of real estate assets		(6,000	)		—			—			—
Proceeds from sales of real estate assets		50,609			719			53,453			41,410
Proceeds from sale of unconsolidated joint venture		—			—			—			10,029
Distributions from unconsolidated joint ventures		1,640			—			3,233			10,347
Contributions to unconsolidated joint ventures		(1,496	)		1,434			(2	)		(254	)
Change in restricted cash attributable to investing activities		16,266			7,370			(16,922	)		(21,271	)
Purchases of marketable securities		(22,116	)		(12,953	)		(10,984	)		(16,112	)
Proceeds from sales of marketable securities		19,608			9,053			11,453			10,355

Net cash used in investing activities		(118,702	)		(1,387,031	)		(18,842	)		(43,712	)

F-8

Brixmor Property Group Inc. and Subsidiaries

Statements of Cash Flows (continued)

(in thousands)


	Successor (Consolidated)						Predecessor (Combined Consolidated)
	Year Ended December 31, 2012			For the period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Financing Activities
Repayment of debt obligations and financing liabilities		(530,342	)		(2,415,462	)		(383,383	)		(1,294,133	)
Proceeds from debt obligations		360,000			1,542,000			163,000			1,409,437
Deferred financing costs		(7,256	)		(39,243	)		(921	)		(36,310	)
Change in restricted cash attributable to financing activities		—			100,123			(100,123	)		—
Proceeds from issuance of common stock		—			1,742,426			—			—
Common and preferred stock dividends		(19,209	)		(137	)		—			—
Contributions attributable to CNP net investment		—			—			4,377			20,509
Distributions attributable to CNP net investment		—			—			(36,725	)		(228,880	)
Contributions from non-controlling interests		—			560,074			—			—
Distributions to non-controlling interests and other		(7,846	)		(1,890	)		(798	)		(1,309	)

Net cash (used in) provided by financing activities		(204,653	)		1,487,891			(354,573	)		(130,686	)

Change in cash and cash equivalents		(54,508	)		157,606			(256,322	)		134,497
Cash and cash equivalents at beginning of year/period		157,606			—			304,522			170,025

Cash and cash equivalents at end of year/period	$	103,098		$	157,606		$	48,200		$	304,522

Supplemental cash flow information, including non-cash investing and/or financing
Cash paid for interest, net of amounts capitalized	$	388,320		$	217,445		$	185,597		$	368,541
Capitalized interest		1,661			292			254			660
Contributions and distributions attributable to CNP net investment		—			—			—			(52,499	)

The accompanying notes are an integral part of these combined consolidated financial statements.

F-9

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements

(in thousands, unless otherwise stated)

1. Summary of Significant Accounting Policies

Description of Business

Brixmor Property Group Inc. (“BPG”) and its wholly and majority owned consolidated subsidiaries (the “Company”), an affiliate of Blackstone Real Estate Partners VI, L.P. (“BREP VI”), was formed for the purpose of owning, operating, managing and redeveloping community and neighborhood shopping centers throughout the United States.

In June 2013, the Company changed its name to Brixmor Property Group Inc. from BRE Retail Parent Inc. Simultaneous with the Company’s name change, the Company’s consolidated subsidiary changed its name to BPG Subsidiary Inc. from Brixmor Property Group Inc.

On February 28, 2011, the Company agreed to purchase certain United States assets and management platform of Centro Properties Group (“CNP”) and its managed funds (collectively, the “Business”), which is referred to herein as the “Transaction”. On June 28, 2011, the Transaction was consummated for approximately $9.0 billion, net of cash acquired of $0.1 billion. The consideration for the Transaction included approximately $1.2 billion in cash and $7.8 billion of assumed indebtedness (the “Consideration”).

The Consideration was funded through BREP VI making an initial capital contribution of approximately $1.7 billion and a contribution from an affiliated non-controlling interest of $560.1 million. Following the closing of the Transaction, $0.9 billion of cash was used to repay a portion of the outstanding indebtedness assumed. In addition, approximately $1.5 billion of debt financing was obtained, which is secured by 115 community and neighborhood shopping centers, and BPG repaid and/or refinanced approximately $2.4 billion of assumed indebtedness with the proceeds from this debt financing. Refer to Note 2 for further information.

The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).

As of December 31, 2012, the Company owned interests in 534 shopping centers (the “Total Portfolio”), including 528 wholly owned shopping centers (the “Consolidated Portfolio”), and 6 shopping centers held through unconsolidated joint ventures (the “Unconsolidated Portfolio”).

The Company seeks to reduce risk through diversification achieved by the geographic distribution of its properties, the breadth of its tenant base and a balanced mix of shopping centers. As of December 31, 2012, properties in the Consolidated Portfolio were strategically located across 39 states and throughout more than 185 metropolitan markets as defined by the United States Office of Management and Budget, with 60% of the Company’s consolidated annualized base rental revenue (“ABR”) derived from shopping centers located in the top 40 United States metro markets by population. By owning a combination of community shopping centers and neighborhood shopping centers, the Company conveniently provides both a necessity and value-oriented merchandise mix, which includes a range of groceries, services and general merchandise. As a result, its ten largest tenants accounted for 17.1% of the Company’s consolidated ABR and its two largest tenants, The TJX Companies, Inc. and The Kroger Co., only accounted for 3.2% and 3.0%, respectively, of its consolidated ABR as of December 31, 2012. In addition, its largest shopping center represented just 1.4% of consolidated ABR.

F-10

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Basis of Presentation

The financial information included herein reflects the consolidated financial position of the Company as of December 31, 2012 and 2011 and the consolidated results of its operations and cash flows for the year ended December 31, 2012 and the period from June 28, 2011 through December 31, 2011, as well as the combined consolidated results of the Company’s operations and cash flows for the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010.

For periods preceding the date of the Transaction, the financial information included herein reflects the combined consolidated financial position, results of operations and cash flows of the Business, which has been determined to be the predecessor to BPG.

The Business comprised certain U.S. holding companies that indirectly owned the Total Portfolio and historically conducted the activities of that business prior to the Transaction. Because these holding companies were under the common control of CNP prior to the Transaction, the financial information for the pre-Transaction periods has been presented on a combined consolidated basis in accordance with GAAP. All amounts presented have been reflected at the Business’ historical basis.

As a result, the financial information for 2011 includes financial information associated with the post-Transaction basis for the period June 28, 2011 through December 31, 2011 and financial information associated with the pre-Transaction basis for the period January 1, 2011 through June 27, 2011. These separate periods are presented to reflect the new accounting basis established as of June 28, 2011 in connection with the Transactions, which were accounted for as a business combination.

The bases of the assets and liabilities associated with the post-Transaction basis are, therefore, not comparable to the pre-Transaction basis, nor would the statement of operations items for the period June 28, 2011 through December 31, 2011 have been the same had the Transaction not occurred.

Principles of Consolidation and Use of Estimates

The accompanying Consolidated and Combined Consolidated Financial Statements include the accounts of BPG, its wholly owned subsidiaries and all other entities in which it has a controlling financial interest. The portions of consolidated entities not owned by the Company are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated.

When the Company obtains an economic interest in an entity, management evaluates the entity to determine: (i) whether the entity is a variable interest entity (“VIE”), (ii) in the event the entity is a VIE, whether the Company is the primary beneficiary of the entity, and (iii) in the event the entity is not a VIE, whether the Company otherwise has a controlling financial interest.

The Company consolidates: (i) entities that are VIEs for which the Company is deemed to be the primary beneficiary and (ii) entities that are not VIEs which the Company controls. If the Company has an interest in a VIE but it is not determined to be the primary beneficiary, the Company accounts for its interest under the equity method of accounting. Similarly, for those entities which are not VIEs and over which the Company has the ability to exercise significant influence, the Company accounts for its interests under the equity method of accounting. The Company continually reconsiders its determination of whether an entity is a VIE and whether the Company qualifies as its primary beneficiary.

F-11

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to impairments of real estate, recovery of receivables and depreciable lives. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates.

Non-controlling Interests

The Company accounts for non-controlling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the Financial Accounting Standards Board (“FASB”). Non-controlling interests represent the portion of equity that the Company does not own in those entities that it consolidates. The Company identifies its non-controlling interests separately within the Equity section of the Company’s Combined Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the non-controlling interests are presented separately on the Company’s Combined Consolidated Statements of Income.

Non-controlling interests also includes amounts related to partnership units issued by consolidated subsidiaries of the Company. Holders of these Class A Preferred Units have a redemption right that provides the holder with the option to redeem their units for $33.15 per unit in cash plus all accrued and unpaid distributions. The unit holders generally have the right to redeem their units for cash at any time provided certain notification requirements have been met.

The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Units which embody an unconditional obligation requiring the Company to redeem the units for cash at a specified or determinable date (or dates) or upon an event that is certain to occur are determined to be mandatorily redeemable under this guidance and are included as Redeemable non-controlling interests in partnership and classified within the mezzanine section between Total liabilities and Equity on the Company’s Combined Consolidated Balance Sheets. Convertible units for which the Company has the option to settle redemption amounts in cash or Common Stock are included in the caption Non-controlling interests within the Equity section of the Company’s Combined Consolidated Balance Sheets.

Cash and Cash Equivalents

For purposes of presentation on the Consolidated Balance Sheets and the Consolidated, and Combined Consolidated, Statements of Cash Flows, the Company considers instruments with an original maturity of three months or less to be cash and cash equivalents.

Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates this risk by investing in or through major financial institutions and primarily in funds that are insured by the United States federal government.

F-12

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Restricted Cash

Restricted cash represents cash deposited in escrow accounts, which generally can only be used for the payment of real estate taxes, debt service, insurance, and future capital expenditures as required by certain loan and lease agreements as well as legally restricted tenant security deposits. All restricted cash is invested in money market accounts.

Real Estate

The fair values of tangible assets are determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. The Company expenses transaction costs associated with business combinations in the period incurred.

In determining the value of in-place leases and tenant relationships, management evaluates the specific characteristics of each lease and the Company’s overall relationship with each tenant. Factors considered include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. Management also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include: real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical lease-up periods. Costs to execute similar leases include: commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The value assigned to in-place leases is amortized to expense over the remaining term of each lease. The value assigned to tenant relationships is amortized over the initial terms of the leases.

F-13

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:


Building and building and land improvements		20 – 40 years
Furniture, fixtures, and equipment		5 – 10 years
Tenant improvements		The shorter of the term of the related lease or useful life

Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated over their respective useful lives, while costs for ordinary repairs and maintenance activities are expensed as incurred.

When a real estate asset is identified by management as held-for-sale, the Company discontinues depreciating the asset and estimates its sales price, net of estimated selling costs. If, based on management’s judgment, the estimated net sales price of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Additionally, the real estate asset and related operations are classified as discontinued operations and separately presented within the Consolidated, and Combined Consolidated, Statements of Operations and within Other assets on the Consolidated Balance Sheets. Properties classified as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12 months.

On a periodic basis, management assesses whether there are indicators that the value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired.

In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above- and below-market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may write-off or accelerate the depreciation and amortization associated with the asset group. Such write-offs are included within Depreciation and amortization in the Consolidated, and Combined Consolidated, Statements of Operations.

Real Estate Under Redevelopment

Real estate assets that are under redevelopment are carried at cost and are not depreciated. Amounts essential to the development of the property, such as development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of redevelopment are capitalized. The Company ceases cost capitalization when the property is available for occupancy or upon substantial completion of building and tenant improvements, but no later than one year from the completion of major construction activity.

F-14

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Investments in and Advances to Unconsolidated Joint Ventures

The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence over, but does not control these entities. These investments are initially recorded at cost and are subsequently adjusted for cash contributions and distributions. Earnings for each investment are recognized in accordance with the terms of the applicable agreement and where applicable, are based upon an allocation of the investee’s net assets at book value as if it was hypothetically liquidated at the end of each reporting period. Intercompany fees and gains on transactions with an investee are eliminated to the extent of the Company’s ownership interest.

To recognize the character of distributions from an investee, the Company reviews the nature of cash distributions received for purposes of determining whether such distributions should be classified as either a return on investment, which would be included in Operating activities, or a return of investment, which would be included in Investing activities on the Consolidated, and Combined Consolidated, Statements of Cash Flows.

On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the Company’s investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value.

Management’s estimates of fair value are based upon a discounted cash flow model for each specific investment that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads used in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.

Deferred Leasing and Financing Costs

Costs incurred in obtaining tenant leases (including internal leasing costs) and long-term financing are amortized using the straight-line method over the term of the related lease or debt agreement, which approximates the effective interest method. Costs incurred related to obtaining tenant leases which are capitalized include salaries, lease incentives and the related costs of personnel directly involved in successful leasing efforts. Costs incurred in obtaining long-term financing which are capitalized include bank fees, legal and title costs and transfer taxes. The amortization of deferred leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, in the Consolidated, and Combined Consolidated, Statements of Operations.

Marketable Securities

The Company classifies its marketable securities, which include both debt and equity securities, as available-for-sale. These securities are carried at fair value with unrealized gains and losses reported in stockholders’ equity as a component of accumulated other comprehensive income. Gains or losses on securities sold are based on the weighted average method.

On a periodic basis, management assesses whether there are indicators that the value of the Company’s marketable securities may be impaired. A marketable security is impaired if the fair value of the security is less than its carrying value and the difference is determined to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying value of the security over its estimated fair value.

F-15

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Derivative Financial Instruments

Derivatives, including certain derivatives embedded in other contracts, are measured at fair value and are recognized in the Consolidated Balance Sheets as assets or liabilities, depending on the Company’s rights or obligations under the applicable derivative contract. The accounting for changes in the fair value of a derivative varies based on the intended use of the derivative, whether the Company has elected to designate a derivative as a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the necessary criteria.

The Company has not elected to utilize hedge accounting for its outstanding derivatives, which consist of interest rate caps and interest rate swaps. As a result, gains and losses related to these instruments are included in Interest expense on the Company’s Consolidated, and Combined Consolidated, Statements of Operations.

Revenue Recognition and Receivables

Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference between rental income recognized in the Consolidated, and Combined Consolidated, Statements of Operations and contractual payment terms is recorded as deferred rent and presented on the accompanying Consolidated Balance Sheets within Receivables, net.

The Company commences recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date.

The identity of the owner, for accounting purposes, of tenant improvements (where provided) determines the nature of the leased asset and when revenue recognition under a lease begins. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete.

If the Company concludes it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under a lease are accounted for as lease incentives which are amortized as a reduction of revenue recognized over the term of the lease. In these circumstances, the Company commences revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. In making this assessment, the Company considers a number of factors, each of which individually is not determinative.

The Company periodically evaluates the collectibility of its receivables related to base rents, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. The Company analyzes its receivables and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of its allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

F-16

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Stock Based Compensation

Compensation costs related to the Class B incentive units granted to employees of the Company are recorded as an expense based on the fair value of the units at grant date. The time-based portion of the units is expensed over the appropriate vesting periods (3 years and 5 years) and the performance-based portion of units will be charged to expense when an exit transaction occurs.

Income Taxes

The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for United States federal income tax purposes. REITs generally are not required to pay federal income taxes on their net income that is currently distributed to stockholders if they distribute to stockholders at least 90% of their United States taxable income and meet certain income, asset and organizational tests. Accordingly, the Company generally will not be subject to federal income tax.

The Company has elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries (“TRSs”), which are subject to income tax. TRSs may participate in non-real estate-related activities and/or perform non-customary services for tenants and are subject to United States federal and state income tax at regular corporate tax rates.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

The Company reviews the need to establish a valuation allowance against its deferred tax assets on a quarterly basis. This review includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the carryback or carryforward of any losses, the occurrence of future income or loss and available tax planning strategies.

Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

New Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-2, “ Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income .” ASU 2013-2 requires entities to disclose certain information relating to amounts reclassified out of accumulated other comprehensive income. This pronouncement is effective prospectively for reporting periods beginning after December 15, 2012 and is not expected to have a material impact on the Company’s financial statement presentation.

Effective January 1, 2012, the Company adopted the FASB ASU 2011-04, “ Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ”. This update defines fair value, clarifies a framework to measure fair value, and requires specific disclosures of fair value measurements. The adoption of this guidance did not have a material impact on the Company’s financial statement presentation.

F-17

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Effective January 1, 2012, the Company adopted the FASB ASU 2011-05, “ Presentation of Comprehensive Income ”, which requires the components of other comprehensive income to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance has been applied retrospectively and, other than presentation in the financial statements, its adoption did not have a material effect on the Company’s financial statement presentation.

It has been determined that any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the combined consolidated financial statements of the Company.

2. BREP VI Transaction

The Transaction described in Note 1 was accounted for as a business combination. As a result, the associated consideration has been allocated to the assets acquired and liabilities assumed based on management’s estimate of their fair values using information available on the acquisition date.

The following table summarizes the consideration paid and fair value of the net assets acquired on June 28, 2011 that resulted in the recognition of a bargain purchase gain:


Consideration paid:
Cash	$	1,235,676
Debt assumed		7,761,103

Total consideration	$	8,996,779


Assets acquired:
Net real estate	$	9,747,483
Investments in and advances to real estate ventures		17,039
Marketable securities		19,141
Receivables		132,633
Deferred charges and prepaid expenses		33,523
Other assets		132,589

Total assets acquired	$	10,082,408


Liabilities assumed:
Debt obligations	$	7,589,997
Financing liabilities		171,106
Accounts payable, accrued expenses and other liabilities		735,244

Total liabilities assumed		8,496,347

Redeemable non-controlling interests in partnership		21,559

Net assets acquired	$	1,564,502

Gain on bargain purchase	$	328,826

F-18

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

significantly increased from the date the original purchase terms were agreed upon until the closing of the Transaction on June 28, 2011. As a result, BPG recognized a gain of approximately $328.8 million which is included in the line item “Gain on bargain purchase” in the Combined Consolidated Statement of Operations for the period from June 28, 2011 to December 31, 2011.

The accompanying unaudited pro forma information for the years ended December 31, 2011 and 2010 is presented as if the Transaction had occurred on January 1, 2010. This pro forma information is based on the historical financial statements and should be read in conjunction with the Combined Consolidated Financial Statements and notes thereto. This unaudited pro forma information does not purport to represent what the actual results of operations would have been had the above occurred, nor do they purport to predict the results of operations for future periods.


	Revenue		Earnings
Actual from June 28, 2011 to December 31, 2011	$	567,670	$	153,136
2011 supplemental pro forma from January 1, 2011 to December 31, 2011		1,127,077		(260,601	)
2010 supplemental pro forma from January 1, 2010 to December 31, 2010		1,124,077		(170,962	)

The most significant adjustments made in preparing the unaudited pro forma information were to: (i) exclude the impact of acquisition-related costs and the bargain purchase gain, (ii) include the incremental depreciation and amortization expense associated with the real estate fair value adjustments, and (iii) adjust the interest expense recognized for the impact of measuring the assumed indebtedness at fair value.

3. Acquisition of Real Estate

During the year ended December 31, 2012, the Company acquired three retail buildings, which were previously unowned buildings at three of the Company’s existing shopping centers, for approximately $5.5 million. Also during the year ended December 31, 2012, the Company acquired the remaining 50% ownership interest in a 41.6 acre land parcel in Riverhead, NY for a purchase price of $0.5 million.

In addition to the Transaction, during the period June 28, 2011 through December 31, 2011, the Company acquired a land parcel for approximately $1.0 million. No acquisitions of real estate occurred during the period from January 1, 2011 through June 27, 2011 or the year ended December 31, 2010.

4. Discontinued Operations and Assets Held for Sale

The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets sold during the period. All results of these discontinued operations are included in a separate component of income on the Consolidated, and Combined Consolidated, Statements of Operations under Discontinued operations.

At December 31, 2012, one shopping center was classified as held for sale and is presented in Other assets within the Consolidated Balance Sheets. The property is located in Statesboro, GA. Such property had a carrying value of approximately $1.6 million. During the year ended December 31, 2012, the Company disposed of 19 shopping centers, one land parcel and two buildings in the Consolidated Portfolio for aggregate net proceeds of $50.6 million.

During the period from June 28, 2011 through December 31, 2011, the Company sold approximately 1.1 acres of land in Apopka, FL for net proceeds of approximately $0.7 million.

F-19

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

During the period from January 1, 2011 through June 27, 2011, the Company sold two shopping centers for aggregate net proceeds of approximately $53.5 million.

During the year ended December 31, 2010, the Company sold 4 shopping centers and two land parcels for aggregate net proceeds of approximately $41.4 million.

In connection with the disposition of these shopping centers, the Company recognized provisions for impairment of approximately $13.6 million, $8.6 million and $36.5 million for the year ended December 31, 2012, the period January 1, 2011 through June 27, 2011 and the year ended December 31, 2010, respectively. For purposes of measuring this provision, fair value was determined based upon contracts with buyers or purchase offers from potential buyers and then adjusted to reflect associated disposition costs.

The components of income from discontinued operations for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010 are shown below.


	Successor (Consolidated)						Predecessor (Combined Consolidated)
	Year Ended December 31, 2012			Period from June 28, 2011 and December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Discontinued operations:
Revenues	$	13,547		$	8,043		$	8,055		$	29,620
Operating expenses		(12,579	)		(8,785	)		(9,095	)		(25,856	)
Other income (expense), net		(945	)		(723	)		33			(3,629	)

Income (loss) from discontinued operating properties		23			(1,465	)		(1,007	)		135
Gain on disposition of operating properties		5,369			—			—			—
Impairment on real estate held for sale		(13,599	)		—			(8,608	)		(43,421	)

Loss from discontinued operations	$	(8,207	)	$	(1,465	)	$	(9,615	)	$	(43,286	)

F-20

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

5. Real Estate

The Company’s components of Real estate consisted of the following:


	Successor (Consolidated)
	December 31,
	2012			2011
Land	$	1,915,667		$	1,943,168
Buildings and improvements:
Building		6,817,378			6,840,762
Building and tenant improvements		254,844			88,194
Other rental property ⁽¹⁾		906,537			920,329

		9,894,426			9,792,453
Accumulated depreciation and amortization		(796,296	)		(295,550	)

Total	$	9,098,130		$	9,496,903

⁽¹⁾

At December 31, 2012 and 2011, Other rental property consisted of intangible assets including: (i) $826.9 million and $839.7 million, respectively, of in-place lease value, (ii) $79.6 million and $80.6 million, respectively, of above-market leases, and (iii) $341.8 million and $142.9 million, respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease. The weighted average amortization lives for in-place lease value and above-market leases are 6.4 years and 7.1 years, respectively.

In addition, at December 31, 2012 and 2011, the Company had intangible liabilities relating to below-market leases of approximately $473.9 million and $479.1 million, respectively, and accumulated amortization of approximately $97.7 million and $33.7 million, respectively. These intangible liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the Company’s Consolidated Balance Sheets are amortized over the term of each related lease, including any renewal periods with fixed rentals that are considered to be below market. The weighted amortization life for below-market leases is 10.7 years.

Amortization expense associated with the above mentioned intangible assets and liabilities recognized for year ended December 31, 2012, the period June 28, 2011 through December 31, 2011, the period January 1, 2011 through June 27, 2011 and the year ended December 31, 2010 was approximately $142.4 million, $113.2 million, $19.0 million and $55.1 million, respectively. The estimated net amortization expense associated with the Company’s intangible assets and liabilities for each of the next five years is as follows:


	Estimated net amortization expense
Year ending December 31:
2013	$	88,086
2014		57,911
2015		34,728
2016		14,724
2017		5,519

F-21

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.

During 2009, volatile economic conditions resulted in declines in the real estate markets in which the Company’s shopping centers are located. Increases in capitalization rates, discount rates and vacancies as well as deterioration of real estate market fundamentals impacted net operating income and leasing which further contributed to declines in the real estate markets. During 2010 and 2011, U.S. economic and market conditions improved, which resulted in improvements in capitalization rates, discount rates and vacancies; however, remaining overall declines in market conditions continued to have a negative effect on certain transaction activity. As a result of the conditions described above, as well as the Company’s strategy during such periods to dispose of certain shopping centers, the Company recognized provisions for impairment of approximately $269.3 million for the year ended December 31, 2010. No provisions for impairment were recognized on real estate properties during the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011 or the period from January 1, 2011 through June 27, 2011.

The Company’s estimated fair values relating to the above impairment assessments were based upon internal analyses and, to augment such analyses related to certain shopping centers, on appraisals obtained. Such appraisals considered market, income and cost approaches, which necessarily included estimates of unobservable inputs. The Company believes the inputs utilized were reasonable in the context of applicable market conditions; however, due to the significance of the unobservable inputs to the overall fair value measures, the Company determined that such fair value measurements were classified within Level 3 of the fair value hierarchy. The fair value of impaired real estate was $491,059 as of December 31, 2010.

6. Investments in and Advances to Unconsolidated Joint Ventures

The Company has investments in and advances to various unconsolidated joint ventures (“joint ventures”). These joint ventures are engaged primarily in the operation of shopping centers, which are either owned or held under long-term operating leases. The Company and its joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds non-controlling interests in these joint ventures and accounts for them under the equity method of accounting.

In connection with the Transaction and changes to the Company’s strategy, the amount of capital allocated to strategic joint ventures has decreased. As a result, the magnitude of the Company’s investments in and advances to joint ventures, and the proportion of the Company’s results of operations attributable thereto, have similarly declined.

F-22

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

The following tables summarize the Company’s investments in and advances to unconsolidated joint ventures.

Successor

December 31,

2012

2011

Venture

City

State

JV Partner

Percent
Ownership

Arapahoe Crossings, L.P. ^{(1), (2)}

Aurora

Foreign Investor

30%

BPR Land Partnership, L.P.

Frisco

Private Investor

50%

BPR South, L.P.

Frisco

Private Investor

50%

Heritage Intercontinental LP

Dallas

Intercontinental Real Estate Corporation

25%

NP/I&G Institutional Retail II, LLC ⁽¹⁾

Various

—

JPMorgan Investment Management Inc.

20%

NPK Redevelopment I, LLC ⁽¹⁾

Various

Kmart Corporation (Sears Holding Corp.)

20%

NP/SSP Baybrook, LLC ⁽³⁾

Webster

JPMorgan Investment Management Inc.

n/a

Westgate Mall, LLC ⁽⁴⁾

Fairview Park

Pearlmark Real Estate Partners, L.L.C/The Richard E. Jacobs Group

n/a

⁽¹⁾	Pursuant to the terms of the applicable joint venture agreements, the Company’s participation in the unconsolidated joint ventures may increase if certain performance targets are achieved.

⁽²⁾

The Arapahoe Crossings, L.P. joint venture had outstanding indebtedness of approximately $42.5 million and $43.5 million at December 31, 2012 and 2011, respectively. Such indebtedness is non-recourse to the Company, however, it may become recourse to the Company and its partners in certain limited situations, such as misuse of funds and material misrepresentations.

⁽³⁾	On October 2, 2012, the joint venture conveyed Baybrook Gateway, a shopping center located in Webster, Texas, to the lender in satisfaction of its $41.0 million non-recourse mortgage loan. The Company no longer has an ownership interest in the shopping center.

⁽⁴⁾	On March 6, 2012, the joint venture sold Westgate Mall for gross proceeds of $73.4 million and the joint venture was dissolved. Accordingly, the Company no longer has an ownership interest in Westgate Mall.

The Company does not have commitments to fund losses in excess of the carrying value of its investment.

During the years ended December 31, 2012 and 2010, the Company recognized provisions for impairment associated with certain of its joint ventures of approximately $314 and $1.8 million, respectively, due to the operating performance of these joint ventures and general market conditions. No provisions for impairment were recognized for the period from June 28, 2011 through December 31, 2011 or the period from January 1, 2011 through June 27, 2011.

The Company’s estimated fair values relating to the above impairment assessment were based upon internal analyses. The Company believes the inputs utilized were reasonable in the context of applicable market conditions; however, due to the significance of the unobservable inputs to the overall fair value measures, the Company determined that such fair value measurements were classified within Level 3 of the fair value hierarchy.

7. Marketable Securities

The Company’s marketable securities, primarily held by a wholly-owned subsidiary, have been classified as available-for sale and, accordingly, are carried at fair value within the Consolidated Balance Sheets with changes in fair value presented as a component of accumulated other comprehensive (loss) income.

F-23

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

At December 31, 2012 and 2011, the fair value of the Company’s marketable securities portfolio approximated its amortized cost basis. As a result, gross unrealized gains and gross unrealized losses were immaterial to the Company’s Consolidated Financial Statements.

Refer to Note 11 for further discussion of management’s estimates of fair value.

8. Financial Instruments – Derivatives and Hedging

The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to manage the risks and/or costs associated with the Company’s financial structure, as well as to hedge specific transactions.

At December 31, 2012 and 2011, the Company’s derivative instruments consisted of interest rate caps, with aggregate notional amounts of $665.0 million and $305.0 million, respectively, which were purchased as a lender requirement relating to variable rate loans with the same notional amount. At December 31, 2012 and 2011, the fair value of these interest rate caps was immaterial, and, during the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010, no payments were received from the respective counterparties.

9. Debt Obligations

At December 31, 2012 and 2011, the Company had the following indebtedness outstanding:


	Successor (Consolidated)
	December 31,						Stated Interest	Scheduled
	2012			2011			Rates	Maturity Dates
Mortgage and secured loans ⁽¹⁾ :
Fixed rate mortgage and secured loans ⁽²⁾	$	5,330,442		$	5,767,314		4.85%-12.50%	2013-2034
Variable rate mortgage and secured loans ⁽³⁾		668,605			308,758		Variable	2013-2017

Total mortgage and secured loans		5,999,047			6,076,072
Net unamortized premium		116,222			145,998

Total mortgage and secured loans, net	$	6,115,269		$	6,222,070

Notes payable:
Unsecured notes ⁽⁴⁾	$	404,612		$	500,362		3.75%-7.97%	2013-2029
Net unamortized discount		(20,525	)		(27,883	)

Total notes payable, net	$	384,087		$	472,479

Total debt obligation	$	6,499,356		$	6,694,549

⁽¹⁾	The Company’s mortgages and secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of December 31, 2012 of approximately $8.1 billion.

⁽²⁾	The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.97% as of December 31, 2012.

⁽³⁾	The weighted average interest rate on the Company’s variable rate mortgage and secured loans was 4.60% as of December 31, 2012. The Company incurs interest on $665.0 million of variable debt using the 30-day

F-24

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

LIBOR rate (which was 0.21% as of December 31, 2012, subject to certain rate floor requirements ranging from 50 basis points to 75 basis points), plus interest spreads ranging from 250 basis points to 465 basis points or at the Prime Rate published in the Wall Street Journal, which was 3.25% as of December 31, 2012, plus an interest spread of 75 basis points.

⁽⁴⁾

The weighted average interest rate on the Company’s unsecured notes was 5.97% as of December 31, 2012. During the year ended December 31, 2012, the Company repaid approximately $95.8 million of its outstanding 5.125% senior unsecured notes due 2012. The Company has a one-time put repurchase right to certain unsecured notes that requires the Company to offer to repurchase the notes if tendered by holders (but does not require the holders to tender) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. Although the stated maturity dates for these notes range from August 2026 to February 2028, the scheduled maturity dates listed above represent the first dates that note holders can require the Company to redeem all or any portion of the notes pursuant to the required put repurchase right. As of December 31, 2012, approximately $104.6 million aggregate principal amount of unsecured notes with this put right remained outstanding.

Debt Transactions

In connection with the Transaction discussed in Note 1, the Company repaid and/or refinanced a $1,652.0 million bridge loan and $714.4 million of mortgage and secured loans, with $1,480.0 million of mortgage and secured loans and $886.0 million of the initial capital contribution made by BREP VI. The repayment and refinancing of this indebtedness commenced the Company’s strategy of deleveraging its balance sheet.

On August 22, 2012, certain indirect wholly owned subsidiaries of the Company (the “$90 Million Borrowers”) obtained a $90.0 million mortgage loan (the “$90 Million Mortgage Loan”), which loan is secured by three shopping centers and a guaranty by BPG of certain customary recourse carveout liabilities. The $90 Million Mortgage Loan bears interest at a rate equal to LIBOR (subject to a floor of 50 basis points) plus a spread of 375 basis points, payable monthly, and is scheduled to mature on September 1, 2015, with two extension options that allow the $90 Million Borrowers to extend through September 1, 2016 and then to August 1, 2017, subject in each case to the satisfaction of certain financial conditions.

On August 22, 2012, certain wholly owned subsidiaries of the Company (the “$270 Million Borrowers”) obtained a $270.0 million mortgage loan (the “$270 Million Mortgage Loan”), which is secured by 27 shopping centers and a guaranty by BPG of certain customary recourse carveout liabilities. The $270 Million Mortgage Loan bears interest at a rate equal to LIBOR (subject to a floor of 50 basis points) plus a spread of 395 basis points, payable monthly, and is scheduled to mature on September 1, 2015, with two extension options that allow the $270 Million Borrowers to extend through September 1, 2016 and then to September 1, 2017, subject in each case to the satisfaction of certain financial conditions.

The proceeds from the $90 Million Mortgage Loan and the $270 Million Mortgage Loan were used to repay approximately $360.0 million of maturing debt. As a result of the debt repayments during 2012, 15 previously encumbered real estate assets are now unencumbered.

On July 1, 2011, additional mezzanine loan financing of $62.0 million was obtained pursuant to loan advances made under two mezzanine loan facilities with a maximum aggregate principal amount of $225.0 million, which loans are now fully funded and are secured by, among other things, the limited liability company interests of certain indirect wholly-owned subsidiaries of BPG that own seven shopping centers.

F-25

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Debt Maturities

At December 31, 2012 and 2011, accrued interest of $30.7 million and $31.7 million was outstanding, respectively. At December 31, 2012, scheduled maturities of the outstanding debt obligations were as follows:


Year ending December 31:
2013	$	873,041
2014		356,433
2015		1,069,933
2016		2,620,328
2017		339,462
Thereafter		1,149,399

Total debt maturities		6,408,596
Net unamortized premium		116,222
Net unamortized discount		(20,525	)
Additional interest ⁽¹⁾		(4,937	)

Total debt obligations	$	6,499,356

⁽¹⁾

Subject to the terms of the mortgage note secured by an affiliated entity, the interest rate on the note increased from 5.5% to 8.5% in March 2009. This additional 3% interest is accruing against the principal balance of the loan, causing the debt balance to increase. The entire balance of the loan (principal plus additional interest) is payable in full at maturity (January 2034).

The Company, among other things, is subject to maintenance of various covenants. The Company is currently in compliance with these covenants.

10. Financing Liabilities

At December 31, 2012 and 2011, the Company had financing liabilities of $174.4 million and $167.6 million, respectively.

On December 6, 2010, the Company formed a real estate venture with Inland American CP Investment, LLC (“Inland”). The Company contributed 25 shopping centers with a fair value of approximately $471.0 million and Inland contributed cash of $121.5 million, resulting in Inland receiving a 70% ownership interest with a cumulative preferential share of cash flow generated by the shopping centers at an 11% stated return. The Company received a 30% ownership interest, subordinated to Inland’s preferred interest. Due to the venture agreement providing Inland with the right to put its interest to the Company for an amount of cash equal to the amount it contributed plus accrued interest beginning December 6, 2015, the Company consolidates the real estate venture under the financing method which requires the amount Inland contributed to be reflected as a liability. The venture agreement also provided the Company with the right to call Inland’s interest, beginning December 6, 2014, for an amount of cash determined on the same basis as described above.

On November 11, 2008, a Class A Preferred Unit Holder (see Note 12 for further details) elected to redeem substantially all of its units. These units were redeemed in exchange for the fee interest in a property, and the Company entered into a 20 year master lease agreement at the date of transfer with the Class A Preferred Unit Holder. The carrying value of this agreement at December 31, 2012 and 2011 was $18.0 million and $18.2 million, respectively, including unamortized premium of $2.8 million and $3.0 million, respectively.

F-26

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

In addition to the two liabilities disclosed above, financing liabilities include capital leases, net of unamortized discount at December 31, 2012 and 2011 of $27.1 million and $27.9 million, respectively.

11. Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:


	Successor (Consolidated)
	December 31, 2012				December 31, 2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
Mortgage and secured loans	$	6,115,269	$	6,161,656	$	6,222,070	$	6,230,322
Notes payable		384,087		395,280		472,479		450,525

Total debt obligations	$	6,499,356	$	6,556,936	$	6,694,549	$	6,680,847

Financing liabilities	$	174,440	$	174,440	$	167,574	$	171,442

The valuation methodology used to estimate the fair value of the Company’s fixed- and variable-rate indebtedness and financing liabilities is based on discounted cash flows, with assumptions that include credit spreads, loan amounts and debt maturities. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in U.S. GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

At December 31, 2012 and 2011, the fair values of the Company’s marketable securities, valued based on quoted market prices, were classified within Level 1 of the fair value hierarchy. Conversely, at December 31, 2012 and 2011, the fair values of the Company’s mortgage and secured loans, notes payable, financing liabilities and interest rate caps, valued based on discounted cash flow or other similar methodologies were classified within Level 3 of the fair value hierarchy.

12. Redeemable Non-controlling Interests

The redeemable non-controlling interests presented in these Combined Consolidated Financial Statements relate to portions of a consolidated subsidiary held by non-controlling interest holders in a partnership (“ERP”) that was formed to own certain real estate properties which were contributed to it in exchange for cash, the assumption of mortgage indebtedness and limited partnership units (or Class A Preferred Units).

F-27

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

A wholly owned subsidiary of the Company is the sole general partner of ERP and is entitled to receive 99% of all net income and gains before depreciation, if any, after the limited partners receive their preferred cash and gain allocations. At December 31, 2012 and 2011, there were 648 and 650 Class A Preferred Units outstanding, respectively.

Holders of these Class A Preferred Units have a redemption right that provides the holder with the option to redeem their units for $33.15 per unit in cash plus all accrued and unpaid distributions. Due to this right, the portion of the partnership attributable to such outside interests has been classified as redeemable non-controlling interests within the Company’s Consolidated Balance Sheets which at December 31, 2012 and 2011 were $21.5 million and $21.6 million, respectively.

In September 2012, a Class A Preferred Unit Holder elected to redeem substantially all of its Class A Preferred Units for $0.1 million in cash. During the period from June 28, 2011 through December 31, 2011, no other limited partner with Class A Preferred Units made a redemption election. Such redemption elections may be made at any time, and the Company is required to make any such redemption on the second to last business day of the quarter in which such election is made, provided that the Company receives the redemption election at least ten business days prior to such date.

The changes in redeemable non-controlling interests are summarized as follows:


	Successor						Predecessor
	Year Ended December 31, 2012			Period from June 28, through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Balance at beginning of period	$	21,559		$	21,559		$	21,559		$	21,559
Unit redemptions		(92	)		—			—			—
Distributions to non-controlling interests		(1,291	)		(659	)		(636	)		(1,309	)
Net loss attributable to redeemable non-controlling interests		1,291			659			636			1,309

Balance at end of period	$	21,467		$	21,559		$	21,559		$	21,559

13. Non-controlling Interests

The non-controlling interests presented in these Combined Consolidated Financial Statements relate to portions of a consolidated subsidiary held by the non-controlling interest holders in a corporation, BPG Subsidiary Inc. (“BPG Sub”), that was formed to own Brixmor Operating Partnership LP (the “Operating Partnership”), a consolidated entity.

The Company owns 75.65% of BPG Sub and is entitled to receive 75.65% of all net income and gains before depreciation. The remaining 24.35% is held by Blackstone Retail Transaction II Holdco L.P. (“Holdco II”) an affiliate of BREP VI. At December 31, 2012 and 2011, there were 100,000 units of BPG Sub outstanding, of which the Company owned 75,649 and the affiliated non-controlling interest owned 24,351.

14. Stock Based Compensation

F-28

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

the Company’s equity holders. The awards were granted by the Company’s current equity holders, BRE Retail Holdco L.P. and Holdco II (the “Partnerships”), in the form of Class B Units in each of the Partnerships, and have been included in the Combined Consolidated Financial Statements of the Company to reflect the full compensation of the employees.

On November 1, 2011, approximately 96.8 million Class B Units were granted with a grant date fair value of approximately $43.1 million. $21.8 million of these Class B Units were granted with a service condition, of which 50% will fully vest on the third anniversary of the Transaction and the remaining 50% will vest on the fifth anniversary of the Transaction, subject to the employee’s continued employment through such anniversary. The remaining $21.3 million of these Class B Units were granted with a performance condition and will vest only if certain equity holders of the Partnerships receive cash proceeds resulting in at least a 15.0% internal rate of return on their Class A Units, subject to the employee’s continued employment through such date.

A Monte Carlo simulation model was used to estimate the grant date weighted average fair value of the service and performance conditions of the Class B Units, yielding fair values of $0.45 and $0.44, respectively The following assumptions were used at grant date: expected dividend yield, $-; risk-free interest rate, 0.9%; expected volatility, 80.0%; and expected life, 5 years.

The fair value of the units with service conditions will be recognized ratably over the applicable service period of either three or five years. At December 31, 2012 and 2011, no Class B Units had vested.

The Class B Units granted to employees by the Partnerships were recorded as a contribution by the Partnerships, with amortization being recorded as a component of General and administrative expenses in the Consolidated Statement of Operations. During the year ended December 31, 2012 and the period from June 28, 2011 to December 31, 2011, the Company recognized approximately $6.4 million and $1.1 million, respectively, of incentive-based compensation expense relating to these units as a component of General and administrative expense in the Consolidated Statements of Operations. The Company did not recognize expense related to the units subject to performance conditions as the applicable conditions have not yet been met. As of December 31, 2012 and 2011, the total compensation cost expected to be recognized over a weighted average period of four years as a result of awards not yet vested was $35.6 million and $42.0 million, respectively.

15. Revenue Recognition

Future minimum annual base rents at December 31, 2012 to be received over the next five years pursuant to the terms of non-cancelable operating leases are included in the table below.

Amounts included assume that all leases which expire are not renewed and that tenant renewal options are not exercised; therefore, neither renewal rents nor rents from replacement tenants are included. Future minimum annual base rents also do not include payments which may be received under certain leases on the basis of a percentage of reported tenants’ sales volume, common area maintenance charges and real estate tax reimbursements.


Year ended December 31:
2013	$	796,529
2014		702,609
2015		592,817
2016		480,947
2017		369,658
Thereafter		1,369,324

F-29

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

The Company recognized approximately $6.4 million, $3.2 million, $3.6 million and $8.9 million of rental income based on a percentage of its tenants’ sales for year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010, respectively.

At December 31, 2012 and 2011, the estimated allowance associated with the Company’s outstanding rent receivables, included in Receivables, net in the Company’s Consolidated Balance Sheets was approximately $27.5 million and $35.1 million, respectively. In addition, at December 31, 2012 and 2011, receivables associated with the effects of recognizing rental income on a straight-line basis were approximately $31.2 million and $12.3 million, respectively, net of the estimated allowance of $0.5 million and $0.4 million, respectively.

16. Commitments and Contingencies

Leasing commitments

The Company periodically enters into leases in connection with ground leases for shopping centers which it operates and as administrative space for the Company. During the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010, the Company recognized rent expense associated with these leases of $9.7 million, $4.9 million, $4.6 million and $10.2 million, respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows: 2013, $8.4 million, 2014, $8.5 million, 2015, $8.4 million, 2016, $8.0 million, 2017, $7.9 million and thereafter, $91.4 million.

Insurance captive

In April 2007, the Company formed a wholly owned captive insurance company, ERT-CIC, LLC (“ERT CIC”) which underwrote the first layer of general liability insurance programs for the Company’s wholly owned, majority owned and joint venture properties. The Company formed ERT-CIC as part of its overall risk management program and to stabilize insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized ERT CIC in accordance with the applicable regulatory requirements. ERT CIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. ERT CIC engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to ERT CIC may be adjusted based on this estimate and may be reimbursed by tenants pursuant to specific lease terms.

During 2012, the Company replaced ERT CIC with a newly formed, wholly-owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance programs for the Company’s wholly owned properties, majority owned property and joint venture properties. The Company formed Incap as part of its overall risk management program and to stabilize insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company has capitalized Incap in accordance with the applicable regulatory requirements. Incap established annual premiums based on projections derived from the past loss experience of the Company’s properties. Incap has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs.

Premiums paid to Incap may be adjusted based on this estimate and may be reimbursed by tenants pursuant to specific lease terms.

F-30

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Environmental matters

Under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may be liable for certain costs including removal, remediation, government fines and injuries to persons and property. The Company does not believe that any resulting liability from such matters will have a material adverse effect on the financial position, results of operations or liquidity of the Company.

Other legal matters

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

17. Income Taxes

Prior to the Transaction, the business’ organizational structure consisted of corporations, corporations that elected to be and qualified as REITs in accordance with the Internal Revenue Code (the “Code”), partnerships and other non-taxable entities.

The Company has elected to qualify as a REIT in accordance with the Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status.

As a REIT, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.

Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes.

Taxable REIT Subsidiaries

TRS activities include real estate operations and an investment in an insurance company (see Note 15 for further information).

Income taxes have been provided for on the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities.

At December 31, 2012 and 2011, the TRSs had gross deferred tax assets of $371.1 million and $385.1 million, respectively and gross deferred tax liabilities of $0.6 million and $0.5 million, respectively. Deferred tax assets

F-31

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

and liabilities were primarily attributable to real estate basis differences, goodwill, and net operating loss carry forwards. At December 31, 2012 and 2011, a valuation allowance of $370.5 million and $384.6 million, respectively, had been established due to the uncertainty associated with realizing these deferred tax assets. Deferred tax assets (net of the valuation allowance) and liabilities are included in Other assets and Accounts payable, accrued expenses and other liabilities, respectively in the accompanying Consolidated Balance Sheets.

The Company has analyzed the tax position taken on income tax returns for the open 2011 through 2012 tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s consolidated financial statements as of December 31, 2012, and 2011.

The Company may be subject to certain state and local income taxes or franchise taxes. State and local income taxes or franchise taxes of approximately $1.6 million, $3.2 million, $6.5 million and $9.0 million for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010, respectively, are reflected in General and administrative expenses in the accompanying Consolidated, and Combined Consolidated, Statements of Operations.

18. Related Party Transactions

In the ordinary course of conducting its business, the Company enters into customary agreements with its affiliates and unconsolidated joint ventures in relation to the leasing and management of its and/or its related parties real estate assets. Prior to the Transaction, related party activity also included asset management services and transfers between affiliates and CNP.

At December 31, 2012 and 2011, receivables from related parties were $7.1 million and $8.6 million, respectively, which amounts are included in Receivables, net in the Consolidated Balance Sheets. At December 31, 2012 and 2011, payables to related parties were $50 and $505, respectively, which amounts are included in Accounts payable, accrued expenses and other liabilities in the Consolidated Balance Sheets.

19. Subsequent Events

In preparing these Combined Consolidated Financial Statements, the Company has evaluated events and transactions occurring after December 31, 2012 for recognition or disclosure purposes. Based on this evaluation, the following subsequent events, from December 31, 2012 through to the date the financial statements were issued, were identified:

•

The Company repaid mortgage payables totaling $42.1 million and entered into one new loan totaling $57.0 million;

•

Certain wholly-owned subsidiaries of the Company exercised the first extension option to extend the initial maturity date of an $80.0 million mortgage loan to July 1, 2014. In addition, the loan is no longer subject to LIBOR floor of 75 basis points. It bears interest at a rate equal to LIBOR which was 0.2% as of June 30, 2013;

•

Brixmor Operating Partnership LP, entered into a senior unsecured credit facility consisting of (i) a $1,250.0 million revolving credit facility (the “Revolving Facility”) which will mature on July 31, 2017, with a one-year extension option; and (ii) a $1,500.0 million term loan facility (the “Term Loan Facility”), which will mature on July 31, 2018. The obligations under the unsecured credit facility are guaranteed by both the Company and Brixmor OP GP LLC (together, the “Parent Guarantors”), as well

F-32

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

as by both Brixmor Residual Holding LLC and the Brixmor GA America LLC (the “Material Subsidiary Guarantors”). The guarantees from the Material Subsidiary Guarantors are automatically released upon the occurrence of certain events, including upon Brixmor Operating Partnership LP obtaining an investment grade rating. In August 2013, approximately $540.8 million of the Revolving Facility was drawn to repay certain of the Company’s debt obligations;

•

The Company filed a registration statement on Form S-11 with the U.S. Securities and Exchange Commission on July 18, 2013 relating to the proposed initial public offering of its common stock. The number of shares to be sold and the price range for the proposed offering have not yet been determined.

F-33

BRIXMOR PROPERTY GROUP INC AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)


			Additions			Deductions
	Balance at Beginning of Period		Charged / (Credited) to Bad Debt Expense			Accounts Receivable Written Off			Balance at End of Period
Allowance for doubtful accounts:

Company

Year ended December 31, 2012	$	35,066	$	11,283		$	(18,870	)	$	27,479

Period from June 28 through December 31, 2011	$	36,636	$	9,556		$	(11,126	)	$	35,066


Predecessor

Period from January 1 through June 27, 2011	$	36,551	$	13,387		$	(13,302	)	$	36,636

Year ended December 31, 2010	$	38,317	$	22,397		$	(24,163	)	$	36,551


			Additions			Deductions
	Balance at Beginning of Period		Charged / (Credited) to Expense			Written Off			Balance at End of Period
Reserve for straight-line rents:

Company

Year ended December 31, 2012	$	358	$	100		$	—		$	458

Period from June 28 through December 31, 2011	$	—	$	358		$	—		$	358

Predecessor

Period from January 1 through June 27, 2011	$	3,313	$	(620	)	$	—		$	2,693

Year ended December 31, 2010	$	630	$	2,683		$	—		$	3,313

F-34

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2012


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements		Total
Springdale	Mobile, AL	$	(36,907	)	$	7,460	$	39,380	$	2,523		$	7,460	$	41,903	$	49,363	$	(5,984	)		2004		Jun-11		40 years
Kroger	Scottsboro, AL		—			490		—		—			490		—		490		—			1982		Jun-11		40 years
Payton Park	Sylacauga, AL		(10,141	)		1,830		14,434		178			1,830		14,612		16,442		(1,576	)		1995		Jun-11		40 years
Glendale Galleria	Glendale, AZ		—			4,070		7,548		(13	)		4,070		7,535		11,605		(883	)		1991		Jun-11		40 years
Southern Village Mesa	Mesa, AZ		—			1,760		—		—			1,760		—		1,760		—			1987		Jun-11		40 years
Metro Marketplace	Phoenix, AZ		(5,100	)		1,260		8,074		47			1,260		8,121		9,381		(1,489	)		2001		Jun-11		40 years
Northmall Centre	Tucson, AZ		(16,956	)		3,140		18,882		132			3,140		19,014		22,154		(1,850	)		1996		Jun-11		40 years
Bakersfield Plaza	Bakersfield, CA		(14,173	)		4,000		25,537		1,590			4,000		27,127		31,127		(3,034	)		2007		Jun-11		40 years
Carmen Plaza	Camarillo, CA		(18,651	)		5,410		19,784		384			5,410		20,168		25,578		(1,606	)		2000		Jun-11		40 years
Cudahy Plaza	Cudahy, CA		(4,694	)		4,490		13,474		112			4,490		13,586		18,076		(1,938	)		1994		Jun-11		40 years
University Mall	Davis, CA		(15,000	)		4,270		18,372		610			4,270		18,982		23,252		(1,428	)		2011		Jun-11		40 years
Felicita Plaza	Escondido, CA		(9,375	)		4,280		12,464		21			4,280		12,485		16,765		(1,005	)		2001		Jun-11		40 years
Arbor-Broadway Faire	Fresno, CA		(24,485	)		5,940		34,123		274			5,940		34,397		40,337		(3,214	)		1993		Jun-11		40 years
Lompoc Shopping Center	Lompoc, CA		(9,900	)		4,670		16,321		1,472			4,670		17,793		22,463		(1,697	)		2012		Jun-11		40 years
Briggsmore Plaza	Modesto, CA		—			2,140		12,257		35			2,140		12,292		14,432		(1,152	)		1998		Jun-11		40 years
Montebello Plaza	Montebello, CA		(36,569	)		13,360		33,743		5,197			13,360		38,940		52,300		(3,019	)		2012		Jun-11		40 years
California Oaks Center	Murrieta, CA		(10,100	)		5,180		15,441		308			5,180		15,749		20,929		(1,517	)		1990		Jun-11		40 years
Esplanade Shopping Center	Oxnard, CA		(52,500	)		6,630		61,524		4,440			6,630		65,964		72,594		(4,476	)		2012		Jun-11		40 years
Pacoima Center	Pacoima, CA		(10,900	)		7,050		15,955		122			7,050		16,077		23,127		(1,777	)		1995		Jun-11		40 years
Paradise Plaza	Paradise, CA		(8,533	)		1,820		8,981		56			1,820		9,037		10,857		(1,314	)		1997		Jun-11		40 years
Metro 580	Pleasanton, CA		(29,800	)		10,500		19,409		39			10,500		19,448		29,948		(1,477	)		2004		Jun-11		40 years
Rose Pavilion	Pleasanton, CA		(66,800	)		16,790		59,235		(161	)		16,790		59,074		75,864		(3,927	)		2005		Jun-11		40 years
Puente Hills Town Center	Rowland Heights, CA		(29,000	)		15,670		39,997		272			15,670		40,269		55,939		(3,562	)		1984		Jun-11		40 years
San Bernardino Center	San Bernardino, CA		(8,438	)		2,510		9,537		108			2,510		9,645		12,155		(1,264	)		2003		Jun-11		40 years
Ocean View Plaza	San Clemente, CA		(43,125	)		15,750		30,757		134			15,750		30,891		46,641		(2,469	)		1997		Jun-11		40 years
Mira Mesa Mall	San Diego, CA		(84,375	)		14,870		75,271		(34	)		14,870		75,237		90,107		(5,276	)		2003		Jun-11		40 years
San Dimas Plaza	San Dimas, CA		(27,696	)		11,490		20,775		254			11,490		21,029		32,519		(1,649	)		1986		Jun-11		40 years
Bristol Plaza	Santa Ana, CA		(8,501	)		9,110		21,367		74			9,110		21,441		30,551		(1,823	)		2003		Jun-11		40 years
Gateway Plaza	Santa Fe Springs, CA		(23,300	)		9,980		31,263		78			9,980		31,341		41,321		(2,315	)		2002		Jun-11		40 years
Santa Paula Shopping Center	Santa Paula, CA		(12,188	)		3,520		18,079		268			3,520		18,347		21,867		(2,085	)		1995		Jun-11		40 years
Vail Ranch Center	Temecula, CA		(27,478	)		3,750		22,933		117			3,750		23,050		26,800		(2,073	)		2003		Jun-11		40 years
Country Hills Shopping Center	Torrance, CA		(4,400	)		3,630		8,716		116			3,630		8,832		12,462		(538	)		1977		Jun-11		40 years
Gateway Plaza—Vallejo	Vallejo, CA		(47,900	)		11,880		73,594		3,705			11,880		77,299		89,179		(5,620	)		1991		Jun-11		40 years
Arvada Plaza	Arvada, CO		—			1,160		7,378		61			1,160		7,439		8,599		(889	)		1994		Jun-11		40 years
Aurora Plaza	Aurora, CO		(9,652	)		3,910		9,309		561			3,910		9,870		13,780		(1,455	)		1996		Jun-11		40 years
Villa Monaco	Denver, CO		(8,472	)		3,090		7,551		127			3,090		7,678		10,768		(759	)		2012		Jun-11		40 years
Superior Marketplace	Superior, CO		(26,987	)		7,090		37,670		307			7,090		37,977		45,067		(3,306	)		2004		Jun-11		40 years
Westminster City Center	Westminster, CO		(47,000	)		6,040		45,099		119			6,040		45,218		51,258		(3,857	)		2005		Jun-11		40 years
Freshwater—Stateline Plaza	Enfield, CT		(18,347	)		3,350		30,383		1,084			3,350		31,467		34,817		(2,280	)		2004		Jun-11		40 years
The Shoppes at Fox Run	Glastonbury, CT		(15,194	)		3,550		23,162		1,847			3,550		25,009		28,559		(1,500	)		2012		Jun-11		40 years
Groton Square	Groton, CT		(22,206	)		2,730		28,311		274			2,730		28,585		31,315		(2,018	)		1987		Jun-11		40 years
Parkway Plaza	Hamden, CT		(8,200	)		4,100		7,844		31			4,100		7,875		11,975		(728	)		2006		Jun-11		40 years
Killingly Plaza	Killingly, CT		(9,693	)		1,270		2,580		622			1,270		3,202		4,472		(241	)		1990		Jun-11		40 years
The Manchester Collection	Manchester, CT		(41,688	)		9,180		54,467		18			9,180		54,485		63,665		(4,464	)		2001		Jun-11		40 years
Chamberlain Plaza	Meriden, CT		(3,209	)		1,260		4,620		35			1,260		4,655		5,915		(403	)		2004		Jun-11		40 years

F-35


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements		Total
Milford Center	Milford, CT		—			1,140		2,776		25			1,140		2,801		3,941		(238	)		1966		Jun-11		40 years
Turnpike Plaza	Newington, CT		(20,500	)		3,920		23,880		5			3,920		23,885		27,805		(1,621	)		2004		Jun-11		40 years
North Haven Crossing	North Haven, CT		(10,709	)		5,430		16,371		239			5,430		16,610		22,040		(1,311	)		1993		Jun-11		40 years
Christmas Tree Plaza	Orange, CT		(5,455	)		4,870		15,160		(96	)		4,870		15,064		19,934		(1,597	)		1996		Jun-11		40 years
Stratford Square	Stratford, CT		(13,638	)		5,970		12,433		289			5,970		12,722		18,692		(1,766	)		2013		Jun-11		40 years
Torrington Plaza	Torrington, CT		(9,234	)		2,180		13,446		286			2,180		13,732		15,912		(1,113	)		1994		Jun-11		40 years
Waterbury Plaza	Waterbury, CT		(16,744	)		5,420		18,062		150			5,420		18,212		23,632		(1,853	)		2000		Jun-11		40 years
Waterford Commons	Waterford, CT		(25,814	)		4,990		45,642		2,272			4,990		47,914		52,904		(3,390	)		2004		Jun-11		40 years
North Dover Shopping Center	Dover, DE		(16,100	)		3,100		20,466		—			3,100		20,466		23,566		(2,127	)		2013		Jun-11		40 years
Apopka Commons	Apopka, FL		—			860		3,867		158			755		4,130		4,885		(304	)		2010		Jun-11		40 years
Brooksville Square	Brooksville, FL		(11,300	)		4,140		12,357		(124	)		4,140		12,233		16,373		(955	)		2006		Jun-11		40 years
Coastal Way—Coastal Landing	Brooksville, FL		(28,884	)		8,840		34,027		204			8,840		34,231		43,071		(2,922	)		2004		Jun-11		40 years
Clearwater Mall	Clearwater, FL		(50,759	)		15,300		55,009		1,108			15,300		56,117		71,417		(4,053	)		2012		Jun-11		40 years
Coconut Creek	Coconut Creek, FL		(16,781	)		7,400		25,600		30			7,400		25,630		33,030		(2,070	)		2005		Jun-11		40 years
Century Plaza Shopping Center	Deerfield Beach, FL		(12,300	)		3,050		8,688		(150	)		3,050		8,538		11,588		(1,212	)		2006		Jun-11		40 years
Northgate S.C.	DeLand, FL		(8,400	)		3,500		11,008		102			3,500		11,110		14,610		(1,140	)		1993		Jun-11		40 years
Morse Shores	Ft. Myers, FL		—			1,330		7,863		686			1,330		8,549		9,879		(1,411	)		2001		Jun-11		40 years
Sun Plaza	Ft. Walton Beach, FL		(6,064	)		4,480		12,658		—			4,480		12,658		17,138		(1,305	)		2004		Jun-11		40 years
Normandy Square	Jacksonville, FL		(4,368	)		1,930		5,567		102			1,930		5,669		7,599		(733	)		1996		Jun-11		40 years
Regency Park	Jacksonville, FL		(12,602	)		6,240		15,561		(56	)		6,240		15,505		21,745		(1,979	)		2006		Jun-11		40 years
The Shoppes at Southside	Jacksonville, FL		(23,000	)		6,720		19,451		22			6,720		19,473		26,193		(1,577	)		2004		Jun-11		40 years
Ventura Downs	Kissimmee, FL		(6,533	)		3,580		8,237		23			3,580		8,260		11,840		(964	)		2005		Jun-11		40 years
Marketplace at Wycliffe	Lake Worth, FL		(19,503	)		7,930		16,228		212			7,930		16,440		24,370		(1,322	)		2002		Jun-11		40 years
Venetian Isle Shopping Ctr	Lighthouse Point, FL		(13,874	)		8,270		15,030		—			8,270		15,030		23,300		(1,490	)		1992		Jun-11		40 years
Mall at 163rd Street	Miami, FL		—			9,450		36,810		81			9,450		36,891		46,341		(2,951	)		2007		Jun-11		40 years
Miami Gardens	Miami, FL		(23,439	)		8,876		17,596		279			8,876		17,875		26,751		(1,724	)		1996		Jun-11		40 years
Freedom Square	Naples, FL		—			4,760		15,328		108			4,760		15,436		20,196		(1,374	)		1995		Jun-11		40 years
Naples Plaza	Naples, FL		(17,400	)		9,200		20,738		7,099			9,200		27,837		37,037		(2,206	)		2013		Jun-11		40 years
Park Shore Shopping Center	Naples, FL		(14,600	)		4,750		16,555		419			4,750		16,974		21,724		(2,155	)		2013		Jun-11		40 years
Southgate	New Port Richey, FL		—			6,730		14,382		1,654			6,730		16,036		22,766		(1,325	)		2012		Jun-11		40 years
Presidential Plaza	North Lauderdale, FL		(6,500	)		2,070		5,634		72			2,070		5,706		7,776		(660	)		2006		Jun-11		40 years
Fashion Square	Orange Park, FL		(7,517	)		1,770		3,842		37			1,770		3,879		5,649		(391	)		1996		Jun-11		40 years
Colonial Marketplace	Orlando, FL		(15,404	)		4,230		20,242		116			4,230		20,358		24,588		(1,626	)		2006		Jun-11		40 years
Pointe Orlando	Orlando, FL		—			6,120		56,697		2,471			6,120		59,168		65,288		(4,155	)		2012		Jun-11		40 years
23rd Street Station	Panama City, FL		(8,385	)		3,120		9,115		18			3,120		9,133		12,253		(943	)		1995		Jun-11		40 years
Panama City Square	Panama City, FL		(17,089	)		5,690		15,789		870			5,690		16,659		22,349		(2,542	)		2013		Jun-11		40 years
Pensacola Square	Pensacola, FL		—			2,630		10,404		15			2,630		10,419		13,049		(1,126	)		1995		Jun-11		40 years
Shopper’s Haven Shopping Ctr	Pompano Beach, FL		(14,960	)		7,700		19,256		547			7,700		19,803		27,503		(1,805	)		1998		Jun-11		40 years
Shoppes of Victoria Square	Port St. Lucie, FL		(6,253	)		3,450		6,789		(21	)		3,450		6,768		10,218		(835	)		1990		Jun-11		40 years
Cobblestone Village I and II	Royal Palm Beach, FL		(9,994	)		2,700		5,473		(233	)		2,700		5,240		7,940		(330	)		2005		Jun-11		40 years
Sarasota Village	Sarasota, FL		(10,103	)		5,190		12,728		3,143			5,190		15,871		21,061		(1,206	)		2011		Jun-11		40 years
Atlantic Plaza	Satellite Beach, FL		(8,857	)		2,630		11,609		(30	)		2,630		11,579		14,209		(856	)		2008		Jun-11		40 years
Seminole Plaza	Seminole, FL		(6,988	)		3,870		8,410		331			3,870		8,741		12,611		(669	)		1995		Jun-11		40 years
Cobblestone Village	St. Augustine, FL		(27,907	)		7,260		33,257		36			7,260		33,293		40,553		(2,801	)		2003		Jun-11		40 years
Rutland Plaza	St. Petersburg, FL		(7,230	)		3,880		8,513		110			3,880		8,623		12,503		(1,164	)		2002		Jun-11		40 years
Skyway Plaza	St. Petersburg, FL		(8,600	)		2,200		7,673		(459	)		2,200		7,214		9,414		(786	)		2002		Jun-11		40 years
Tyrone Gardens	St. Petersburg, FL		—			5,690		10,456		103			5,690		10,559		16,249		(2,059	)		1998		Jun-11		40 years
Downtown Publix	Stuart, FL		(11,561	)		1,770		12,909		(62	)		1,770		12,847		14,617		(1,238	)		2000		Jun-11		40 years
Tarpon Mall	Tarpon Springs, FL		(18,053	)		7,800		14,221		293			7,800		14,514		22,314		(1,319	)		2003		Jun-11		40 years
Albany Plaza	Albany, GA		(2,948	)		1,840		3,221		24			1,840		3,245		5,085		(784	)		1995		Jun-11		40 years
Mansell Crossing	Alpharetta, GA		(34,626	)		19,840		34,689		(12	)		19,840		34,677		54,517		(3,842	)		2005		Jun-11		40 years
Perlis Plaza	Americus, GA		(7,105	)		1,170		4,892		13			1,170		4,905		6,075		(1,004	)		1972		Jun-11		40 years

F-36


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period							Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements			Total
Northeast Plaza	Atlanta, GA		(21,093	)		5,370		38,585		259			5,370		38,844			44,214		(3,740	)		2013		Jun-11		40 years
Augusta West Plaza	Augusta, GA		(5,301	)		1,070		8,643		136			1,070		8,779			9,849		(1,334	)		2006		Jun-11		40 years
Sweetwater Village	Austell, GA		(2,925	)		1,080		3,119		15			1,080		3,134			4,214		(386	)		1985		Jun-11		40 years
Cedar Plaza	Cedartown, GA		(3,800	)		1,550		4,702		18			1,550		4,720			6,270		(778	)		1994		Jun-11		40 years
Covered Bridge	Clayton, GA		(552	)		330		1,515		(221	)		330		1,294			1,624		(177	)		2001		Jun-11		40 years
Conyers Plaza	Conyers, GA		(17,611	)		3,870		13,010		(5	)		3,870		13,005			16,875		(1,729	)		2001		Jun-11		40 years
Cordele Square	Cordele, GA		(5,383	)		2,050		5,625		54			2,050		5,679			7,729		(1,018	)		2002		Jun-11		40 years
Habersham Crossing	Cornelia, GA		—			680		2,919		10			680		2,929			3,609		(482	)		1990		Jun-11		40 years
Covington Gallery	Covington, GA		(6,940	)		3,280		8,698		50			3,280		8,748			12,028		(1,114	)		1991		Jun-11		40 years
Northside	Dalton, GA		—			1,320		4,220		(27	)		1,320		4,193			5,513		(694	)		2001		Jun-11		40 years
Cosby Station	Douglasville, GA		(5,686	)		2,650		6,660		63			2,650		6,723			9,373		(719	)		1994		Jun-11		40 years
Park Plaza	Douglasville, GA		(4,520	)		1,470		2,870		92			1,470		2,962			4,432		(248	)		1986		Jun-11		40 years
Westgate	Dublin, GA		(4,100	)		1,450		3,991		11			1,450		4,002			5,452		(565	)		2004		Jun-11		40 years
Venture Pointe	Duluth, GA		(10,710	)		2,460		7,995		2,184			2,460		10,179			12,639		(705	)		2012		Jun-11		40 years
Banks Station	Fayetteville, GA		(7,283	)		3,490		13,060		313			3,490		13,373			16,863		(1,736	)		2006		Jun-11		40 years
Barrett Place	Kennesaw, GA		(20,664	)		6,990		14,370		100			6,990		14,470			21,460		(2,195	)		1994		Jun-11		40 years
Mableton Walk	Mableton, GA		(9,974	)		1,660		9,467		181			1,660		9,648			11,308		(1,009	)		1994		Jun-11		40 years
The Village at Mableton	Mableton, GA		(10,100	)		2,040		6,647		(5	)		2,040		6,642			8,682		(1,072	)		1998		Jun-11		40 years
North Park	Macon, GA		(13,514	)		3,520		11,290		306			3,520		11,596			15,116		(1,965	)		2013		Jun-11		40 years
Marshalls at Eastlake	Marietta, GA		(4,500	)		2,650		2,774		252			2,650		3,026			5,676		(541	)		1982		Jun-11		40 years
New Chastain Corners	Marietta, GA		(9,300	)		3,090		8,243		124			3,090		8,367			11,457		(983	)		2004		Jun-11		40 years
Pavilions at Eastlake	Marietta, GA		(18,452	)		4,770		12,874		185			4,770		13,059			17,829		(1,478	)		1996		Jun-11		40 years
Merchants Crossing	Newnan, GA		—			1,750		3,695		1,863			1,750		5,558			7,308		(1,017	)		1974		Jun-11		40 years
Perry Marketplace	Perry, GA		(9,280	)		2,540		7,602		617			2,540		8,219			10,759		(1,194	)		2004		Jun-11		40 years
Creekwood Village	Rex, GA		(5,585	)		1,400		4,893		(52	)		1,400		4,841			6,241		(596	)		1990		Jun-11		40 years
Shops of Riverdale	Riverdale, GA		(1,850	)		640		2,158		—			640		2,158			2,798		(230	)		1995		Jun-11		40 years
Holcomb Bridge Crossing	Roswell, GA		(6,757	)		1,170		5,633		129			1,170		5,762			6,932		(689	)		1988		Jun-11		40 years
Eisenhower Square	Savannah, GA		(8,300	)		2,980		7,205		274			2,980		7,479			10,459		(828	)		1997		Jun-11		40 years
Victory Square	Savannah, GA		(14,300	)		6,230		15,043		137			6,230		15,180			21,410		(1,405	)		2007		Jun-11		40 years
Wisteria Village	Snellville, GA		—			3,130		8,027		47			3,130		8,074			11,204		(1,538	)		2004		Jun-11		40 years
Stockbridge Village	Stockbridge, GA		(24,935	)		6,210		17,734		134			6,210		17,868			24,078		(1,804	)		2008		Jun-11		40 years
Stone Mountain Festival	Stone Mountain, GA		(12,771	)		5,740		17,078		110			5,740		17,188			22,928		(2,072	)		2006		Jun-11		40 years
Tift-Town	Tifton, GA		(975	)		1,380		—		(94	)		1,380		(94	)		1,286		2			1965		Jun-11		40 years
Davenport Retail Center	Davenport, IA		(6,100	)		1,530		7,008		74			1,290		7,322			8,612		(663	)		1996		Jun-11		40 years
Kimberly West Shopping Center	Davenport, IA		(3,600	)		1,710		6,467		334			1,710		6,801			8,511		(1,185	)		1987		Jun-11		40 years
Haymarket Mall	Des Moines, IA		(6,333	)		2,320		9,969		58			2,320		10,027			12,347		(1,511	)		2002		Jun-11		40 years
Haymarket Square	Des Moines, IA		(6,977	)		3,360		10,665		250			3,360		10,915			14,275		(1,707	)		2002		Jun-11		40 years
Warren Plaza	Dubuque, IA		(4,500	)		1,740		7,225		204			1,740		7,429			9,169		(1,071	)		1993		Jun-11		40 years
Annex of Arlington	Arlington Heights, IL		(20,481	)		3,360		18,834		5,517			5,599		22,112			27,711		(1,871	)		2012		Jun-11		40 years
Ridge Plaza	Arlington Heights, IL		(12,753	)		3,720		11,128		1,142			3,720		12,270			15,990		(1,795	)		2000		Jun-11		40 years
Bartonville Square	Bartonville, IL		(2,030	)		480		3,769		(17	)		480		3,752			4,232		(563	)		2001		Jun-11		40 years
Festival Center	Bradley, IL		(1,084	)		390		2,211		16			390		2,227			2,617		(430	)		2006		Jun-11		40 years
Southfield Plaza	Bridgeview, IL		(14,447	)		5,880		18,756		251			5,880		19,007			24,887		(2,335	)		2006		Jun-11		40 years
Commons of Chicago Ridge	Chicago Ridge, IL		(25,720	)		4,310		39,714		182			4,310		39,896			44,206		(3,381	)		1998		Jun-11		40 years
Rivercrest Shopping Center	Crestwood, IL		(31,400	)		7,010		41,063		3,838			7,010		44,901			51,911		(3,715	)		2013		Jun-11		40 years
The Commons of Crystal Lake	Crystal Lake, IL		(20,600	)		3,660		32,993		512			3,660		33,505			37,165		(2,632	)		2013		Jun-11		40 years
Elk Grove Town Center	Elk Grove Village, IL		(20,945	)		3,730		19,665		273			3,730		19,938			23,668		(1,503	)		1998		Jun-11		40 years
Crossroads Centre	Fairview Heights, IL		(9,600	)		3,230		12,498		4,105			3,230		16,603			19,833		(1,604	)		1975		Jun-11		40 years
Freeport Plaza	Freeport, IL		(4,900	)		660		5,711		40			660		5,751			6,411		(770	)		2000		Jun-11		40 years
Westview Center	Hanover Park, IL		(17,877	)		6,130		31,125		518			6,130		31,643			37,773		(3,631	)		1989		Jun-11		40 years
The Quentin Collection	Kildeer, IL		(22,446	)		5,780		27,279		571			5,780		27,850			33,630		(2,142	)		2006		Jun-11		40 years
Butterfield Square	Libertyville, IL		(13,400	)		3,430		13,370		241			3,430		13,611			17,041		(1,506	)		2013		Jun-11		40 years

F-37


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements		Total
High Point Centre	Lombard, IL		(16,870	)		7,510		21,583		453			7,510		22,036		29,546		(2,386	)		1992		Jun-11		40 years
Marketplace at Matteson	Matteson, IL		(16,800	)		2,160		14,535		122			2,160		14,657		16,817		(2,473	)		2000		Jun-11		40 years
Long Meadow Commons	Mundelein, IL		(11,900	)		4,700		11,597		73			4,700		11,670		16,370		(1,345	)		1997		Jun-11		40 years
Westridge Court	Naperville, IL		(60,870	)		11,150		75,719		2,590			11,150		78,309		89,459		(6,763	)		2013		Jun-11		40 years
Sterling Bazaar	Peoria, IL		(5,000	)		2,050		6,667		204			2,050		6,871		8,921		(861	)		1992		Jun-11		40 years
Rollins Crossing	Round Lake Beach, IL		(25,600	)		3,040		23,623		244			3,040		23,867		26,907		(2,100	)		1998		Jun-11		40 years
Twin Oaks Shopping Center	Silvis, IL		(5,180	)		1,300		6,896		21			1,300		6,917		8,217		(552	)		1991		Jun-11		40 years
Fairhills Mall	Springfield, IL		(7,100	)		1,830		6,102		59			1,830		6,161		7,991		(954	)		2007		Jun-11		40 years
Parkway Pointe	Springfield, IL		(3,600	)		650		6,136		156			650		6,292		6,942		(602	)		1994		Jun-11		40 years
Sangamon Center North	Springfield, IL		(9,950	)		2,350		9,624		59			2,350		9,683		12,033		(1,258	)		1996		Jun-11		40 years
Tinley Park Plaza	Tinley Park, IL		(19,335	)		12,250		22,511		319			12,250		22,830		35,080		(2,434	)		2005		Jun-11		40 years
Meridian Village Plaza	Carmel, IN		(8,380	)		2,290		7,746		1,398			2,290		9,144		11,434		(824	)		1990		Jun-11		40 years
Columbus Center	Columbus, IN		(10,141	)		1,480		14,713		169			1,480		14,882		16,362		(1,518	)		2005		Jun-11		40 years
Elkhart Plaza West	Elkhart, IN		(7,100	)		770		6,582		101			770		6,683		7,453		(606	)		1997		Jun-11		40 years
Apple Glen Crossing	Fort Wayne, IN		(13,100	)		2,550		20,186		26			2,550		20,212		22,762		(1,575	)		2002		Jun-11		40 years
Elkhart Market Centre	Goshen, IN		(8,006	)		2,000		17,032		794			2,000		17,826		19,826		(1,863	)		1994		Jun-11		40 years
Marwood Plaza	Indianapolis, IN		(5,175	)		1,720		5,550		103			1,720		5,653		7,373		(914	)		1992		Jun-11		40 years
Westlane Shopping Center	Indianapolis, IN		(2,917	)		870		2,975		8			870		2,983		3,853		(627	)		1982		Jun-11		40 years
Valley View Plaza	Marion, IN		(1,735	)		440		3,132		46			440		3,178		3,618		(415	)		1997		Jun-11		40 years
Bittersweet Plaza	Mishawaka, IN		(6,100	)		840		6,839		—			840		6,839		7,679		(1,050	)		2000		Jun-11		40 years
Lincoln Plaza	New Haven, IN		(3,700	)		780		6,472		31			780		6,503		7,283		(899	)		1968		Jun-11		40 years
Speedway Super Center	Speedway, IN		(29,150	)		8,410		50,006		633			8,410		50,639		59,049		(4,987	)		2010		Jun-11		40 years
Knox Plaza	Vincennes, IN		—			470		—		267			470		267		737		—			1989		Jun-11		40 years
Sagamore Park Centre	West Lafayette, IN		(6,850	)		2,390		11,150		103			2,390		11,253		13,643		(1,066	)		2003		Jun-11		40 years
Westchester Square	Lenexa, KS		(12,300	)		3,250		14,555		206			3,250		14,761		18,011		(1,402	)		1987		Jun-11		40 years
West Loop Shopping Center	Manhattan, KS		(9,300	)		2,800		12,622		2,424			2,800		15,046		17,846		(1,226	)		2013		Jun-11		40 years
Green River Plaza	Campbellsville, KY		(9,022	)		4,200		10,567		45			4,200		10,612		14,812		(1,388	)		1989		Jun-11		40 years
Kmart Plaza	Elizabethtown, KY		(5,945	)		2,370		6,119		86			2,370		6,205		8,575		(822	)		1992		Jun-11		40 years
Florence Plaza—Florence Square	Florence, KY		(19,543	)		9,380		48,740		2,416			9,380		51,156		60,536		(5,199	)		2012		Jun-11		40 years
Highland Commons	Glasgow, KY		(3,605	)		1,940		6,256		7			1,940		6,263		8,203		(825	)		1992		Jun-11		40 years
Jeffersontown Commons	Jeffersontown, KY		(11,450	)		3,920		14,866		(80	)		3,920		14,786		18,706		(1,754	)		2005		Jun-11		40 years
Mist Lake Plaza	Lexington, KY		(14,350	)		4,200		10,802		(112	)		4,200		10,690		14,890		(1,725	)		1993		Jun-11		40 years
London Marketplace	London, KY		(8,416	)		1,400		10,362		15			1,400		10,377		11,777		(1,142	)		1994		Jun-11		40 years
Eastgate Shopping Center	Louisville, KY		(16,100	)		4,300		13,975		(44	)		4,300		13,931		18,231		(1,447	)		2002		Jun-11		40 years
Plainview Village	Louisville, KY		(10,080	)		2,600		10,541		259			2,600		10,800		13,400		(1,283	)		1997		Jun-11		40 years
Stony Brook I & II	Louisville, KY		(17,250	)		3,650		17,970		105			3,650		18,075		21,725		(1,352	)		1988		Jun-11		40 years
Towne Square North	Owensboro, KY		(6,933	)		2,230		9,048		83			2,230		9,131		11,361		(1,182	)		1988		Jun-11		40 years
Lexington Road Plaza	Versailles, KY		(9,500	)		3,950		11,502		140			3,950		11,642		15,592		(1,176	)		2007		Jun-11		40 years
Karam Shopping Center	Lafayette, LA		(2,093	)		410		3,179		—			410		3,179		3,589		(441	)		1998		Jun-11		40 years
Iberia Plaza	New Iberia, LA		(6,800	)		2,590		5,861		763			2,590		6,624		9,214		(849	)		1992		Jun-11		40 years
Lagniappe Village	New Iberia, LA		(11,350	)		3,170		11,316		546			3,170		11,862		15,032		(1,725	)		2010		Jun-11		40 years
The Pines	Pineville, LA		(5,662	)		3,080		8,047		112			3,080		8,159		11,239		(1,120	)		1991		Jun-11		40 years
Points West	Brockton, MA		(8,004	)		2,200		10,605		107			2,200		10,712		12,912		(1,389	)		2007		Jun-11		40 years
Burlington Square I, II & III	Burlington, MA		(20,800	)		4,690		13,122		233			4,690		13,355		18,045		(1,496	)		1992		Jun-11		40 years
Chicopee Marketplace	Chicopee, MA		(17,415	)		3,470		25,330		39			3,470		25,369		28,839		(1,936	)		2005		Jun-11		40 years
Holyoke Shopping Center	Holyoke, MA		(11,700	)		3,110		12,097		222			3,110		12,319		15,429		(1,476	)		2000		Jun-11		40 years
WaterTower Plaza	Leominster, MA		(29,309	)		10,400		40,312		28			10,400		40,340		50,740		(3,661	)		2000		Jun-11		40 years
Lunenberg Crossing	Lunenburg, MA		(2,198	)		930		1,991		223			930		2,214		3,144		(238	)		1994		Jun-11		40 years
Lynn Marketplace	Lynn, MA		(5,229	)		3,100		5,678		7			3,100		5,685		8,785		(990	)		1968		Jun-11		40 years
Berkshire Crossing	Pittsfield, MA		(23,471	)		5,210		39,558		297			5,210		39,855		45,065		(3,039	)		1994		Jun-11		40 years
Westgate Plaza	Westfield, MA		(5,886	)		2,250		9,850		216			2,250		10,066		12,316		(1,229	)		1996		Jun-11		40 years
Perkins Farm Marketplace	Worcester, MA		(17,625	)		2,150		17,060		41			2,150		17,101		19,251		(1,647	)		1998		Jun-11		40 years

F-38


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements		Total
Campus Village	College Park, MD		(5,100	)		1,660		5,127		207			1,660		5,334		6,994		(347	)		1986		Jun-11		40 years
Fox Run	Prince Frederick, MD		(24,199	)		3,560		31,431		82			3,560		31,513		35,073		(2,855	)		1997		Jun-11		40 years
Liberty Plaza	Randallstown, MD		—			2,820		6,275		15,866			2,820		22,141		24,961		(400	)		2012		Jun-11		40 years
Rising Sun Towne Centre	Rising Sun, MD		(17,100	)		1,970		17,002		(27	)		1,970		16,975		18,945		(993	)		2013		Jun-11		40 years
BJ’s Plaza	Portland, ME		(6,450	)		1,200		6,244		—			1,200		6,244		7,444		(716	)		1991		Jun-11		40 years
Pine Tree Shopping Center	Portland, ME		(9,600	)		2,860		19,182		403			2,860		19,585		22,445		(2,007	)		1958		Jun-11		40 years
Maple Village	Ann Arbor, MI		(18,950	)		3,200		19,108		299			3,200		19,407		22,607		(2,153	)		2000		Jun-11		40 years
Grand Crossing	Brighton, MI		(4,433	)		1,780		7,540		115			1,780		7,655		9,435		(863	)		2005		Jun-11		40 years
Farmington Crossroads	Farmington, MI		—			1,620		4,542		443			1,620		4,985		6,605		(400	)		1986		Jun-11		40 years
Silver Pointe Shopping Center	Fenton, MI		(10,281	)		3,840		12,631		729			3,840		13,360		17,200		(1,732	)		1996		Jun-11		40 years
Fremont	Fremont, MI		(1,700	)		1,510		—		16			1,510		16		1,526		(19	)		2007		Jun-11		40 years
Cascade East	Grand Rapids, MI		(7,780	)		1,280		5,433		246			1,280		5,679		6,959		(788	)		1983		Jun-11		40 years
Kentwood	Kentwood, MI		—			1,820		—		—			1,820		—		1,820		(1	)		1987		Jun-11		40 years
Delta Center	Lansing, MI		(5,581	)		1,580		9,616		65			1,580		9,681		11,261		(1,464	)		2005		Jun-11		40 years
Lakes Crossing	Muskegon, MI		(12,000	)		1,440		13,571		1,838			1,440		15,409		16,849		(1,144	)		2011		Jun-11		40 years
Redford Plaza	Redford, MI		(14,400	)		7,510		20,174		193			7,510		20,367		27,877		(3,382	)		1992		Jun-11		40 years
Hampton Village Centre	Rochester Hills, MI		(28,171	)		5,370		48,930		1,809			5,370		50,739		56,109		(4,590	)		2004		Jun-11		40 years
Fashion Corners	Saginaw, MI		(12,519	)		1,940		17,818		114			1,940		17,932		19,872		(2,077	)		2004		Jun-11		40 years
Green Acres	Saginaw, MI		(5,550	)		2,170		9,084		978			2,170		10,062		12,232		(1,711	)		2011		Jun-11		40 years
Hall Road Crossing	Shelby Township, MI		(13,850	)		5,800		15,982		1,788			5,800		17,770		23,570		(2,675	)		1999		Jun-11		40 years
Southfield Plaza	Southfield, MI		—			1,320		4,084		1			1,320		4,085		5,405		(584	)		2002		Jun-11		40 years
18 Ryan	Sterling Heights, MI		(5,954	)		3,160		11,299		34			3,160		11,333		14,493		(1,231	)		1997		Jun-11		40 years
Delco Plaza	Sterling Heights, MI		(3,921	)		2,860		7,025		218			2,860		7,243		10,103		(1,485	)		1996		Jun-11		40 years
Grand Traverse Crossing	Traverse City, MI		(17,960	)		3,100		31,188		1,239			3,100		32,427		35,527		(2,307	)		1996		Jun-11		40 years
West Ridge Shopping Center	Westland, MI		(9,693	)		1,800		6,640		(19	)		1,800		6,621		8,421		(1,191	)		1989		Jun-11		40 years
Westland Crossing	Westland, MI		—			4,180		—		62			4,180		62		4,242		(10	)		1999		Jun-11		40 years
Roundtree Place	Ypsilanti, MI		(11,687	)		3,520		9,134		154			3,520		9,288		12,808		(1,655	)		1992		Jun-11		40 years
Washtenaw Fountain Plaza	Ypsilanti, MI		(5,175	)		2,030		7,234		11			2,030		7,245		9,275		(1,101	)		2005		Jun-11		40 years
Southport Centre I—VI	Apple Valley, MN		(13,015	)		4,960		18,527		58			4,960		18,585		23,545		(1,493	)		1985		Jun-11		40 years
Austin Town Center	Austin, MN		(5,850	)		1,280		4,689		69			1,280		4,758		6,038		(689	)		1999		Jun-11		40 years
Brookdale Square	Brooklyn Center, MN		—			9,110		—		98			9,110		98		9,208		(14	)		1994		Jun-11		40 years
Central Valu Center	Columbia Heights, MN		(5,200	)		2,650		7,363		26			2,650		7,389		10,039		(1,385	)		1961		Jun-11		40 years
Burning Tree Plaza	Duluth, MN		(11,480	)		4,790		16,279		(235	)		4,790		16,044		20,834		(2,174	)		1987		Jun-11		40 years
Elk Park Center	Elk River, MN		(19,325	)		3,770		18,856		8			3,770		18,864		22,634		(2,024	)		1999		Jun-11		40 years
Westwind Plaza	Minnetonka, MN		(13,600	)		2,630		12,171		74			2,630		12,245		14,875		(1,026	)		2007		Jun-11		40 years
Richfield Hub & West Shopping Center	Richfield, MN		(16,320	)		7,960		19,907		128			7,960		20,035		27,995		(1,935	)		1992		Jun-11		40 years
Terrace Center	Robbinsdale, MN		(6,816	)		2,700		6,970		(2	)		2,700		6,968		9,668		(1,395	)		1993		Jun-11		40 years
Roseville Center	Roseville, MN		(6,090	)		1,620		8,593		59			1,620		8,652		10,272		(808	)		2000		Jun-11		40 years
Marketplace @ 42	Savage, MN		(15,200	)		5,150		13,221		116			5,150		13,337		18,487		(1,183	)		1999		Jun-11		40 years
Sun Ray Shopping Center	St. Paul, MN		(19,800	)		5,250		21,447		387			5,250		21,834		27,084		(2,391	)		2013		Jun-11		40 years
White Bear Hills Shopping Center	White Bear Lake, MN		(4,576	)		1,790		6,182		114			1,790		6,296		8,086		(770	)		1996		Jun-11		40 years
Ellisville Square	Ellisville, MO		(6,500	)		2,130		8,003		34			2,130		8,037		10,167		(1,080	)		1989		Jun-11		40 years
Clocktower Place	Florissant, MO		(9,300	)		3,590		9,510		1,435			3,590		10,945		14,535		(1,319	)		2013		Jun-11		40 years
Prospect Plaza	Gladstone, MO		(9,900	)		1,980		12,775		95			1,980		12,870		14,850		(1,946	)		1999		Jun-11		40 years
Hub Shopping Center	Independence, MO		(7,025	)		850		8,027		16			850		8,043		8,893		(1,407	)		1995		Jun-11		40 years
Watts Mill Plaza	Kansas City, MO		(12,800	)		2,610		13,868		488			2,610		14,356		16,966		(1,666	)		1997		Jun-11		40 years
Liberty Corners	Liberty, MO		(5,740	)		2,530		8,918		210			2,530		9,128		11,658		(1,028	)		1987		Jun-11		40 years
Maplewood Square	Maplewood, MO		(3,730	)		1,450		4,720		(128	)		1,450		4,592		6,042		(447	)		1998		Jun-11		40 years
Clinton Crossing	Clinton, MS		(6,667	)		2,760		9,306		29			2,760		9,335		12,095		(706	)		2008		Jun-11		40 years
County Line Plaza	Jackson, MS		(21,344	)		2,820		24,889		176			2,820		25,065		27,885		(2,615	)		1997		Jun-11		40 years
Jacksonian Plaza	Jackson, MS		—			1,070		2,758		24			1,070		2,782		3,852		(607	)		1990		Jun-11		40 years
Devonshire Place	Cary, NC		(5,023	)		940		4,533		2,319			940		6,852		7,792		(652	)		2012		Jun-11		40 years

F-39


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements		Total
McMullen Creek Market	Charlotte, NC		(18,500	)		10,590		24,266		300			10,590		24,566		35,156		(2,925	)		2007		Jun-11		40 years
The Commons at Chancellor Park	Charlotte, NC		(18,750	)		5,240		20,500		39			5,240		20,539		25,779		(2,265	)		2005		Jun-11		40 years
Macon Plaza	Franklin, NC		(2,975	)		770		3,809		54			770		3,863		4,633		(415	)		2001		Jun-11		40 years
Franklin Square	Gastonia, NC		(23,430	)		7,060		29,355		77			7,060		29,432		36,492		(3,013	)		2007		Jun-11		40 years
Wendover Place	Greensboro, NC		(31,620	)		15,990		39,152		165			15,990		39,317		55,307		(4,148	)		2000		Jun-11		40 years
University Commons	Greenville, NC		(18,000	)		5,350		26,253		309			5,350		26,562		31,912		(2,228	)		2007		Jun-11		40 years
Longview Crossing	Hickory, NC		(1,200	)		120		1,342		—			120		1,342		1,462		(144	)		1988		Jun-11		40 years
Valley Crossing	Hickory, NC		(5,500	)		2,130		7,253		4,944			2,130		12,197		14,327		(661	)		2013		Jun-11		40 years
Kinston Pointe	Kinston, NC		(5,775	)		2,180		8,540		20			2,180		8,560		10,740		(1,320	)		2001		Jun-11		40 years
Magnolia Plaza	Morganton, NC		(4,427	)		730		3,718		48			730		3,766		4,496		(754	)		1990		Jun-11		40 years
Roxboro Square	Roxboro, NC		—			1,550		8,976		29			1,550		9,005		10,555		(826	)		2005		Jun-11		40 years
Innes Street Market	Salisbury, NC		(24,300	)		12,180		27,462		42			12,180		27,504		39,684		(3,029	)		2002		Jun-11		40 years
Siler Crossing	Siler City, NC		—			523		3,073		(2	)		523		3,071		3,594		(502	)		1988		Jun-11		40 years
Crossroads	Statesville, NC		(21,943	)		6,220		15,300		403			6,220		15,703		21,923		(1,697	)		1997		Jun-11		40 years
Thomasville Crossing	Thomasville, NC		(4,500	)		2,690		5,236		86			2,690		5,322		8,012		(683	)		1996		Jun-11		40 years
Anson Station	Wadesboro, NC		(2,024	)		910		3,981		45			910		4,026		4,936		(778	)		1988		Jun-11		40 years
New Centre Market	Wilmington, NC		(12,042	)		5,730		15,217		65			5,730		15,282		21,012		(1,356	)		1998		Jun-11		40 years
University Commons	Wilmington, NC		(20,200	)		6,910		26,611		637			6,910		27,248		34,158		(2,264	)		2007		Jun-11		40 years
Parkway Plaza	Winston-Salem, NC		(19,865	)		6,910		17,604		308			6,910		17,912		24,822		(2,810	)		2005		Jun-11		40 years
Stratford Commons	Winston-Salem, NC		(8,183	)		2,770		9,562		(160	)		2,770		9,402		12,172		(801	)		1995		Jun-11		40 years
Bedford Grove	Bedford, NH		(22,775	)		3,400		19,065		8			3,400		19,073		22,473		(2,020	)		1989		Jun-11		40 years
Capitol Shopping Center	Concord, NH		(9,600	)		2,160		11,584		176			2,160		11,760		13,920		(1,793	)		2001		Jun-11		40 years
Willow Springs Plaza	Nashua, NH		(14,791	)		3,490		20,288		188			3,490		20,476		23,966		(1,842	)		1990		Jun-11		40 years
Seacoast Shopping Center	Seabrook, NH		(4,988	)		2,230		8,967		87			2,230		9,054		11,284		(1,387	)		1991		Jun-11		40 years
Tri-City Plaza	Somersworth, NH		(7,938	)		1,900		10,034		106			1,900		10,140		12,040		(1,412	)		1990		Jun-11		40 years
Laurel Square	Brick, NJ		(14,939	)		5,400		20,998		47			5,400		21,045		26,445		(2,795	)		2003		Jun-11		40 years
the Shoppes at Cinnaminson	Cinnaminson, NJ		(32,950	)		6,030		45,605		690			6,030		46,295		52,325		(2,782	)		2010		Jun-11		40 years
A&P Fresh Market	Clark, NJ		(6,843	)		2,630		8,351		—			2,630		8,351		10,981		(479	)		2007		Jun-11		40 years
Collegetown Shopping Center	Glassboro, NJ		(10,646	)		1,560		16,336		31			1,560		16,367		17,927		(2,464	)		1995		Jun-11		40 years
Hamilton Plaza-Kmart Plaza	Hamilton, NJ		(4,208	)		1,580		8,972		124			1,580		9,096		10,676		(1,487	)		1972		Jun-11		40 years
Bennetts Mills Plaza	Jackson, NJ		(13,140	)		3,130		16,983		(74	)		3,130		16,909		20,039		(1,128	)		2002		Jun-11		40 years
Lakewood Plaza	Lakewood, NJ		(33,950	)		5,090		26,483		(245	)		5,090		26,238		31,328		(2,427	)		1966		Jun-11		40 years
Marlton Crossing	Marlton, NJ		(42,048	)		5,950		45,874		917			5,950		46,791		52,741		(3,956	)		2013		Jun-11		40 years
Middletown Plaza	Middletown, NJ		(27,228	)		5,060		41,800		209			5,060		42,009		47,069		(2,646	)		2001		Jun-11		40 years
Old Bridge Gateway	Old Bridge, NJ		(24,490	)		7,200		37,756		440			7,200		38,196		45,396		(3,163	)		1995		Jun-11		40 years
Morris Hills Shopping Center	Parsippany, NJ		(17,891	)		3,970		29,879		290			3,970		30,169		34,139		(2,121	)		1994		Jun-11		40 years
Rio Grande Plaza	Rio Grande, NJ		(7,500	)		1,660		12,627		161			1,660		12,788		14,448		(1,305	)		1997		Jun-11		40 years
Ocean Heights Shopping Center	Somers Point, NJ		(22,967	)		6,110		34,911		192			6,110		35,103		41,213		(1,867	)		2006		Jun-11		40 years
ShopRite Supermarket	Springfield, NJ		(3,504	)		1,150		4,310		—			1,150		4,310		5,460		(285	)		1965		Jun-11		40 years
Tinton Falls Plaza	Tinton Falls, NJ		(12,800	)		3,080		12,385		331			3,080		12,716		15,796		(1,074	)		2006		Jun-11		40 years
Cross Keys Commons	Turnersville, NJ		(36,625	)		5,840		33,347		458			5,840		33,805		39,645		(2,619	)		1996		Jun-11		40 years
Dover Park Plaza	Yardville, NJ		(5,805	)		1,030		7,751		75			1,030		7,826		8,856		(613	)		2005		Jun-11		40 years
St Francis Plaza	Santa Fe, NM		(3,900	)		1,110		4,843		—			1,110		4,843		5,953		(305	)		1993		Jun-11		40 years
Smith’s	Socorro, NM		(2,193	)		600		5,312		138			600		5,450		6,050		(488	)		1976		Jun-11		40 years
Galleria Commons	Henderson, NV		(24,623	)		3,220		28,522		598			3,220		29,120		32,340		(2,962	)		2005		Jun-11		40 years
Renaissance Center East	Las Vegas, NV		(16,956	)		4,490		10,342		1,378			4,490		11,720		16,210		(1,053	)		2012		Jun-11		40 years
Kietzke Center	Reno, NV		—			2,580		5,415		423			2,542		5,876		8,418		(978	)		1974		Jun-11		40 years
University Mall	Canton, NY		—			164		1,887		36			164		1,923		2,087		(304	)		1967		Jun-11		40 years
Parkway Plaza	Carle Place, NY		(13,770	)		5,790		19,740		13			5,790		19,753		25,543		(1,591	)		1993		Jun-11		40 years
Kmart Plaza	Dewitt, NY		(3,759	)		1,080		5,350		56			1,080		5,406		6,486		(1,226	)		1970		Jun-11		40 years
Unity Plaza	East Fishkill, NY		(8,915	)		2,100		14,051		10			2,100		14,061		16,161		(772	)		2005		Jun-11		40 years
Suffolk Plaza	East Setauket, NY		(6,100	)		2,780		12,321		79			2,780		12,400		15,180		(1,010	)		1998		Jun-11		40 years

F-40


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements		Total
Three Village Shopping Center	East Setauket, NY		(10,043	)		5,310		15,849		16			5,310		15,865		21,175		(975	)		1991		Jun-11		40 years
Elmira Plaza	Elmira, NY		(1,700	)		290		1,418		8			290		1,426		1,716		(368	)		2001		Jun-11		40 years
Stewart Plaza	Garden City, NY		—			6,040		21,970		256			6,040		22,226		28,266		(2,184	)		1990		Jun-11		40 years
Genesee Valley Shopping Center	Geneseo, NY		(13,524	)		2,090		15,644		125			2,090		15,769		17,859		(1,749	)		2007		Jun-11		40 years
Pyramid Mall	Geneva, NY		(11,250	)		660		—		318			660		318		978		(14	)		2006		Jun-11		40 years
McKinley Plaza	Hamburg, NY		(10,001	)		1,300		12,548		275			1,300		12,823		14,123		(1,029	)		1991		Jun-11		40 years
Dalewood I, II & III Shopping Center	Hartsdale, NY		(31,756	)		6,900		57,804		(398	)		6,900		57,406		64,306		(2,995	)		2012		Jun-11		40 years
Hornell Plaza	Hornell, NY		(17,834	)		2,270		20,357		539			2,270		20,896		23,166		(2,652	)		2005		Jun-11		40 years
Cayuga Mall	Ithaca, NY		(7,437	)		1,180		11,244		645			1,180		11,889		13,069		(1,729	)		2013		Jun-11		40 years
Kings Park Shopping Center	Kings Park, NY		(7,776	)		4,790		11,367		(54	)		4,790		11,313		16,103		(943	)		1985		Jun-11		40 years
Falcaro’s Plaza	Lawrence, NY		(7,384	)		3,410		9,678		485			3,410		10,163		13,573		(746	)		1972		Jun-11		40 years
Shops at Seneca Mall	Liverpool, NY		(7,123	)		530		8,270		(1	)		530		8,269		8,799		(2,121	)		2005		Jun-11		40 years
A & P Mamaroneck	Mamaroneck, NY		—			1,460		1,122		—			1,460		1,122		2,582		(139	)		1976		Jun-11		40 years
Village Square	Mamaroneck, NY		(3,208	)		1,320		5,137		360			1,320		5,497		6,817		(289	)		1981		Jun-11		40 years
Sunshine Square	Medford, NY		(17,099	)		7,350		24,713		3			7,350		24,716		32,066		(1,880	)		2007		Jun-11		40 years
Wallkill Plaza	Middletown, NY		(5,600	)		1,360		8,410		565			1,360		8,975		10,335		(1,641	)		2012		Jun-11		40 years
Monroe ShopRite Plaza	Monroe, NY		(8,670	)		1,840		16,111		(156	)		1,840		15,955		17,795		(1,430	)		1985		Jun-11		40 years
Rockland Plaza	Nanuet, NY		(46,745	)		10,700		60,188		(208	)		10,700		59,980		70,680		(3,733	)		2006		Jun-11		40 years
North Ridge Plaza	New Rochelle, NY		(8,649	)		4,910		9,612		189			4,910		9,801		14,711		(725	)		1971		Jun-11		40 years
Nesconset Shopping Center	Port Jefferson Station, NY		(13,300	)		5,510		20,473		811			5,510		21,284		26,794		(1,594	)		2012		Jun-11		40 years
Port Washington	Port Washington, NY		(746	)		440		489		—			440		489		929		(163	)		1968		Jun-11		40 years
Roanoke Plaza	Riverhead, NY		(9,900	)		5,050		15,177		49			5,050		15,226		20,276		(1,483	)		2002		Jun-11		40 years
Rockville Centre	Rockville Centre, NY		(5,000	)		3,590		6,982		33			3,590		7,015		10,605		(535	)		1975		Jun-11		40 years
Mohawk Acres	Rome, NY		(7,533	)		1,720		13,916		182			1,720		14,098		15,818		(1,328	)		2005		Jun-11		40 years
College Plaza	Selden, NY		(9,975	)		6,330		14,267		10,313			6,330		24,580		30,910		(1,640	)		2013		Jun-11		40 years
Campus Plaza	Vestal, NY		(15,300	)		1,170		16,384		70			1,170		16,454		17,624		(1,908	)		2003		Jun-11		40 years
Parkway Plaza	Vestal, NY		(9,938	)		1,400		16,990		2,922			1,400		19,912		21,312		(1,622	)		2012		Jun-11		40 years
Shoppes at Vestal	Vestal, NY		(13,600	)		1,340		14,730		19			1,340		14,749		16,089		(1,042	)		2000		Jun-11		40 years
Town Square Mall	Vestal, NY		(32,100	)		2,520		41,457		1,729			2,520		43,186		45,706		(3,686	)		2012		Jun-11		40 years
The Plaza at Salmon Run	Watertown, NY		(7,600	)		1,420		12,431		—			1,420		12,431		13,851		(1,487	)		1993		Jun-11		40 years
Highridge Plaza	Yonkers, NY		(15,433	)		6,020		17,358		142			6,020		17,500		23,520		(1,487	)		1977		Jun-11		40 years
Brunswick Town Center	Brunswick, OH		(11,317	)		2,930		18,561		17			2,930		18,578		21,508		(1,068	)		2004		Jun-11		40 years
30th Street Plaza	Canton, OH		(12,400	)		1,950		14,535		(27	)		1,950		14,508		16,458		(1,241	)		1999		Jun-11		40 years
Brentwood Plaza	Cincinnati, OH		(17,375	)		5,090		20,513		464			5,090		20,977		26,067		(1,811	)		2004		Jun-11		40 years
Delhi Shopping Center	Cincinnati, OH		(7,400	)		3,690		8,085		289			3,690		8,374		12,064		(1,311	)		2012		Jun-11		40 years
Harpers Station	Cincinnati, OH		(22,025	)		3,110		25,591		137			3,110		25,728		28,838		(2,241	)		2000		Jun-11		40 years
Western Hills Plaza	Cincinnati, OH		(26,100	)		8,690		27,664		457			8,690		28,121		36,811		(3,107	)		2011		Jun-11		40 years
Western Village	Cincinnati, OH		(10,200	)		3,370		12,817		261			3,370		13,078		16,448		(941	)		2005		Jun-11		40 years
Crown Point	Columbus, OH		(12,866	)		2,120		14,980		102			2,120		15,082		17,202		(1,373	)		1998		Jun-11		40 years
Greentree Shopping Center	Columbus, OH		(8,000	)		1,920		12,531		(395	)		1,920		12,136		14,056		(987	)		2005		Jun-11		40 years
Karl Plaza	Columbus, OH		(3,510	)		1,220		3,065		(190	)		1,220		2,875		4,095		(698	)		1992		Jun-11		40 years
Brandt Pike Place	Dayton, OH		—			700		1,965		(340	)		616		1,709		2,325		(168	)		2008		Jun-11		40 years
South Towne Centre	Dayton, OH		(23,999	)		4,990		43,152		357			4,990		43,509		48,499		(3,560	)		2008		Jun-11		40 years
The Vineyards	Eastlake, OH		(4,997	)		1,170		6,866		72			1,170		6,938		8,108		(1,327	)		1989		Jun-11		40 years
Midway Crossing	Elyria, OH		—			2,670		8,356		664			2,670		9,020		11,690		(900	)		1986		Jun-11		40 years
Midway Market Square	Elyria, OH		(7,225	)		4,280		21,067		—			4,280		21,067		25,347		(1,987	)		2001		Jun-11		40 years
Southland Shopping Center	Middleburg Heights, OH		(37,674	)		5,940		55,360		1,853			5,940		57,213		63,153		(4,983	)		2013		Jun-11		40 years
Napoleon Center	Napoleon, OH		—			420		4,439		—			420		4,439		4,859		(540	)		1991		Jun-11		40 years
New Boston	New Boston, OH		—			2,070		—		151			2,070		151		2,221		(17	)		2000		Jun-11		40 years
Tops Plaza	North Olmsted, OH		(4,209	)		510		4,151		(128	)		510		4,023		4,533		(306	)		2002		Jun-11		40 years
Tops Plaza	North Ridgeville, OH		(5,604	)		1,140		5,721		(26	)		1,140		5,695		6,835		(455	)		2002		Jun-11		40 years
Great Eastern Shopping Plaza	Northwood, OH		—			6,890		—		37			6,890		37		6,927		(3	)		1956		Jun-11		40 years

F-41


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements		Total
Surrey Square Mall	Norwood, OH		(8,337	)		3,900		18,402		363			3,900		18,765		22,665		(1,418	)		2010		Jun-11		40 years
Market Place	Piqua, OH		(2,900	)		390		4,085		842			390		4,927		5,317		(504	)		2012		Jun-11		40 years
Brice Park	Reynoldsburg, OH		—			2,820		12,684		236			2,820		12,920		15,740		(1,678	)		1989		Jun-11		40 years
Streetsboro Crossing	Streetsboro, OH		(8,925	)		640		5,885		124			640		6,009		6,649		(527	)		2002		Jun-11		40 years
Starlite Plaza	Sylvania, OH		—			1,200		4,356		(73	)		1,200		4,283		5,483		(668	)		2000		Jun-11		40 years
Alexis Park	Toledo, OH		—			2,040		—		172			2,040		172		2,212		(28	)		1988		Jun-11		40 years
Miracle Mile Shopping Plaza	Toledo, OH		(7,067	)		1,510		15,792		(23	)		1,510		15,769		17,279		(1,846	)		2008		Jun-11		40 years
Southland Shopping Plaza	Toledo, OH		(8,200	)		2,440		11,159		222			2,440		11,381		13,821		(1,840	)		1988		Jun-11		40 years
Northgate Plaza	Westerville, OH		—			300		1,204		118			300		1,322		1,622		(148	)		2008		Jun-11		40 years
Marketplace	Tulsa, OK		(6,223	)		5,040		13,249		1,398			5,040		14,647		19,687		(1,845	)		1992		Jun-11		40 years
Village West	Allentown, PA		(13,067	)		4,180		23,402		284			4,180		23,686		27,866		(1,639	)		1999		Jun-11		40 years
Park Hills Plaza	Altoona, PA		(19,571	)		4,390		23,218		602			4,390		23,820		28,210		(2,382	)		1985		Jun-11		40 years
Bensalem Square	Bensalem, PA		(8,388	)		1,800		5,826		17			1,800		5,843		7,643		(552	)		1986		Jun-11		40 years
Bethel Park	Bethel Park, PA		(10,066	)		3,060		18,457		20			3,060		18,477		21,537		(1,967	)		2004		Jun-11		40 years
Bethlehem Square	Bethlehem, PA		(29,812	)		8,830		36,992		129			8,830		37,121		45,951		(4,206	)		1994		Jun-11		40 years
Lehigh Shopping Center	Bethlehem, PA		(15,982	)		6,980		32,927		467			6,980		33,394		40,374		(3,542	)		2013		Jun-11		40 years
Boyertown Shopping Center	Boyertown, PA		(3,200	)		1,680		3,673		1,848			1,680		5,521		7,201		(377	)		2012		Jun-11		40 years
Bradford Mall	Bradford, PA		—			550		—		318			550		318		868		(27	)		1993		Jun-11		40 years
Bristol Park	Bristol, PA		(16,196	)		3,180		21,530		353			3,180		21,883		25,063		(2,708	)		2013		Jun-11		40 years
Bristol Plaza	Bristol, PA		—			2,010		5,433		145			2,010		5,578		7,588		(705	)		1989		Jun-11		40 years
Chalfont Village Shopping Center	Chalfont, PA		(3,998	)		1,040		3,818		(181	)		1,040		3,637		4,677		(325	)		1989		Jun-11		40 years
New Britain Village Square	Chalfont, PA		(23,275	)		4,250		24,449		63			4,250		24,512		28,762		(2,012	)		1989		Jun-11		40 years
Collegeville Shopping Center	Collegeville, PA		(9,133	)		3,410		7,451		399			3,410		7,850		11,260		(1,045	)		2004		Jun-11		40 years
Whitemarsh Shopping Center	Conshohocken, PA		(12,721	)		3,410		11,753		25			3,410		11,778		15,188		(883	)		2002		Jun-11		40 years
Valley Fair	Devon, PA		(13,096	)		1,810		8,161		1,110			1,810		9,271		11,081		(1,002	)		2001		Jun-11		40 years
Dickson City Crossings	Dickson City, PA		(32,100	)		3,780		31,423		101			3,780		31,524		35,304		(3,936	)		1997		Jun-11		40 years
Dillsburg Shopping Center	Dillsburg, PA		(15,800	)		1,670		16,084		171			1,670		16,255		17,925		(1,284	)		2002		Jun-11		40 years
Barn Plaza	Doylestown, PA		(24,787	)		8,780		29,183		209			8,780		29,392		38,172		(2,569	)		2002		Jun-11		40 years
Pilgrim Gardens	Drexel Hill, PA		—			2,090		5,043		26			2,090		5,069		7,159		(793	)		1955		Jun-11		40 years
Market Street Square	Elizabethtown, PA		(11,610	)		2,130		11,962		—			2,130		11,962		14,092		(919	)		1993		Jun-11		40 years
Gilbertsville Shopping Center	Gilbertsville, PA		(5,070	)		1,830		4,719		875			1,830		5,594		7,424		(893	)		2002		Jun-11		40 years
Mount Carmel Plaza	Glenside, PA		(1,165	)		380		1,012		—			380		1,012		1,392		(212	)		1975		Jun-11		40 years
Kline Plaza	Harrisburg, PA		—			2,300		13,218		627			2,300		13,845		16,145		(1,906	)		1952		Jun-11		40 years
Johnstown Galleria Outparcel	Johnstown, PA		(4,091	)		490		4,499		—			490		4,499		4,989		(608	)		1993		Jun-11		40 years
New Garden Shopping Center	Kennett Square, PA		(3,325	)		2,240		7,662		1,170			2,240		8,832		11,072		(1,265	)		2012		Jun-11		40 years
Stone Mill Plaza	Lancaster, PA		(13,700	)		2,490		12,466		140			2,490		12,606		15,096		(1,028	)		2008		Jun-11		40 years
Woodbourne Square	Langhorne, PA		(5,400	)		1,640		4,236		—			1,640		4,236		5,876		(417	)		1984		Jun-11		40 years
North Penn Market Place	Lansdale, PA		(7,600	)		3,060		5,253		(113	)		3,060		5,140		8,200		(449	)		1977		Jun-11		40 years
New Holland Shopping Center	New Holland, PA		(2,423	)		890		3,535		(14	)		890		3,521		4,411		(574	)		1995		Jun-11		40 years
Village at Newtown	Newtown, PA		(24,704	)		7,690		37,765		243			7,690		38,008		45,698		(2,589	)		1989		Jun-11		40 years
Cherry Square	Northampton, PA		(7,502	)		950		6,945		(1	)		950		6,944		7,894		(852	)		1989		Jun-11		40 years
Ivyridge	Philadelphia, PA		(14,042	)		7,100		21,004		148			7,100		21,152		28,252		(1,279	)		2006		Jun-11		40 years
Roosevelt Mall	Philadelphia, PA		(50,057	)		8,820		88,974		431			8,820		89,405		98,225		(7,897	)		2011		Jun-11		40 years
Shoppes at Valley Forge	Phoenixville, PA		(13,700	)		2,010		13,025		224			2,010		13,249		15,259		(1,504	)		2003		Jun-11		40 years
Plymouth Plaza	Plymouth Meeting, PA		(6,860	)		3,120		6,018		—			3,120		6,018		9,138		(557	)		2005		Jun-11		40 years
County Line Plaza	Souderton, PA		(8,388	)		910		8,346		340			910		8,686		9,596		(1,479	)		2013		Jun-11		40 years
69th Street Plaza	Upper Darby, PA		(3,896	)		640		4,362		21			640		4,383		5,023		(517	)		1994		Jun-11		40 years
Warminster Towne Center	Warminster, PA		(21,800	)		4,310		35,284		521			4,310		35,805		40,115		(2,796	)		1997		Jun-11		40 years
Chesterbrook Village Shopping Center	Wayne, PA		(9,977	)		1,830		5,415		100			1,830		5,515		7,345		(605	)		1995		Jun-11		40 years
Shops at Prospect	West Hempfield, PA		(6,235	)		760		6,532		112			760		6,644		7,404		(778	)		1994		Jun-11		40 years
Whitehall Square	Whitehall, PA		(21,928	)		4,350		33,067		802			4,350		33,869		38,219		(2,993	)		2006		Jun-11		40 years
Wilkes-Barre Township Marketplace	Wilkes-Barre, PA		(10,613	)		2,180		17,430		150			2,180		17,580		19,760		(1,602	)		2004		Jun-11		40 years

F-42


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements		Total
Hunt River Commons	North Kingstown, RI		(9,000	)		1,580		15,317		657			1,580		15,974		17,554		(1,519	)		1989		Jun-11		40 years
Park Centre	Columbia, SC		(8,050	)		2,730		6,898		50			2,730		6,948		9,678		(1,837	)		2000		Jun-11		40 years
Circle Center	Hilton Head, SC		(6,125	)		3,010		5,832		47			3,010		5,879		8,889		(509	)		2000		Jun-11		40 years
Island Plaza	James Island, SC		(8,265	)		2,940		9,252		570			2,940		9,822		12,762		(1,348	)		2004		Jun-11		40 years
Lexington Town Square	Lexington, SC		(2,600	)		1,380		3,188		104			1,380		3,292		4,672		(479	)		1995		Jun-11		40 years
Festival Centre	North Charleston, SC		(7,600	)		3,630		10,512		623			3,630		11,135		14,765		(2,189	)		2004		Jun-11		40 years
Remount Village Shopping Center	North Charleston, SC		—			1,040		3,205		—			1,040		3,205		4,245		(483	)		1996		Jun-11		40 years
Fairview Corners I & II	Simpsonville, SC		(12,400	)		2,370		17,117		272			2,370		17,389		19,759		(1,659	)		2003		Jun-11		40 years
Hillcrest	Spartanburg, SC		(18,500	)		4,190		34,825		1,933			4,190		36,758		40,948		(3,193	)		2012		Jun-11		40 years
Shoppes at Hickory Hollow	Antioch, TN		(7,600	)		3,650		11,030		82			3,650		11,112		14,762		(1,211	)		1986		Jun-11		40 years
Congress Crossing	Athens, TN		(8,700	)		920		7,890		407			920		8,297		9,217		(1,082	)		2012		Jun-11		40 years
East Ridge Crossing	Chattanooga, TN		(3,558	)		1,230		4,193		(32	)		1,230		4,161		5,391		(451	)		1999		Jun-11		40 years
Watson Glen Shopping Center	Franklin, TN		(12,555	)		5,220		14,990		580			5,220		15,570		20,790		(2,550	)		1988		Jun-11		40 years
Williamson Square	Franklin, TN		(17,440	)		7,730		22,789		460			7,730		23,249		30,979		(3,547	)		1993		Jun-11		40 years
Greeneville Commons	Greeneville, TN		(12,350	)		2,880		13,524		(33	)		2,880		13,491		16,371		(2,036	)		2002		Jun-11		40 years
Hazel Path Commons	Hendersonville, TN		(6,175	)		1,830		6,702		14			1,830		6,716		8,546		(790	)		1989		Jun-11		40 years
Oakwood Commons	Hermitage, TN		(14,316	)		6,840		18,064		716			6,840		18,780		25,620		(2,293	)		2005		Jun-11		40 years
Kimball Crossing	Kimball, TN		(12,800	)		1,860		18,704		292			1,860		18,996		20,856		(2,383	)		2007		Jun-11		40 years
Kingston Overlook	Knoxville, TN		(6,000	)		2,060		6,743		20			2,060		6,763		8,823		(1,492	)		1996		Jun-11		40 years
Farrar Place	Manchester, TN		(1,783	)		470		2,760		171			470		2,931		3,401		(346	)		1989		Jun-11		40 years
The Commons at Wolfcreek	Memphis, TN		(52,800	)		22,530		56,799		729			22,530		57,528		80,058		(6,766	)		1997		Jun-11		40 years
Georgetown Square	Murfreesboro, TN		(6,177	)		3,250		7,407		142			3,250		7,549		10,799		(1,011	)		2003		Jun-11		40 years
Commerce Central	Tullahoma, TN		(7,096	)		1,240		12,138		26			1,240		12,164		13,404		(1,694	)		1995		Jun-11		40 years
Merchant’s Central	Winchester, TN		(9,812	)		1,480		12,018		119			1,480		12,137		13,617		(1,246	)		1997		Jun-11		40 years
Palm Plaza	Aransas, TX		(2,000	)		680		2,297		(9	)		680		2,288		2,968		(526	)		2002		Jun-11		40 years
Bardin Place Center	Arlington, TX		(29,922	)		7,640		25,986		595			7,640		26,581		34,221		(3,155	)		1993		Jun-11		40 years
Parmer Crossing	Austin, TX		(8,067	)		3,730		11,282		(825	)		3,730		10,457		14,187		(1,290	)		2004		Jun-11		40 years
Baytown Shopping Center	Baytown, TX		(6,000	)		3,410		6,776		88			3,410		6,864		10,274		(856	)		1987		Jun-11		40 years
Cedar Bellaire	Bellaire, TX		(3,470	)		2,760		4,670		29			2,760		4,699		7,459		(570	)		1994		Jun-11		40 years
El Camino	Bellaire, TX		(2,600	)		1,320		3,816		43			1,320		3,859		5,179		(569	)		2008		Jun-11		40 years
Brenham Four Corners	Brenham, TX		(7,800	)		1,310		9,885		2			1,310		9,887		11,197		(591	)		1997		Jun-11		40 years
Bryan Square	Bryan, TX		(2,024	)		820		2,358		—			820		2,358		3,178		(401	)		2008		Jun-11		40 years
Townshire	Bryan, TX		(6,000	)		1,790		6,399		5			1,790		6,404		8,194		(780	)		2002		Jun-11		40 years
Plantation Plaza	Clute, TX		(6,994	)		1,090		7,256		23			1,090		7,279		8,369		(828	)		1997		Jun-11		40 years
Central Station	College Station, TX		(12,034	)		4,340		21,704		1,252			4,340		22,956		27,296		(1,835	)		2012		Jun-11		40 years
Rock Prairie Crossing	College Station, TX		(10,872	)		2,460		13,618		27			2,460		13,645		16,105		(1,258	)		2002		Jun-11		40 years
Carmel Village	Corpus Christi, TX		(3,277	)		1,900		4,536		199			1,900		4,735		6,635		(728	)		1993		Jun-11		40 years
Five Points	Corpus Christi, TX		—			2,760		16,929		8,194			2,760		25,123		27,883		(1,444	)		2012		Jun-11		40 years
Claremont Village	Dallas, TX		(2,667	)		1,700		3,035		56			1,700		3,091		4,791		(576	)		1976		Jun-11		40 years
Jeff Davis	Dallas, TX		(3,400	)		1,390		3,702		37			1,390		3,739		5,129		(644	)		1975		Jun-11		40 years
Stevens Park Village	Dallas, TX		(2,891	)		1,270		3,182		33			1,270		3,215		4,485		(499	)		1974		Jun-11		40 years
Webb Royal	Dallas, TX		(5,267	)		2,470		6,576		56			2,470		6,632		9,102		(1,003	)		1992		Jun-11		40 years
Wynnewood Village	Dallas, TX		(19,614	)		14,770		41,407		758			14,770		42,165		56,935		(4,161	)		2006		Jun-11		40 years
Parktown	Deer Park, TX		(5,783	)		2,790		7,319		295			2,790		7,614		10,404		(1,251	)		1999		Jun-11		40 years
Kenworthy Crossing	El Paso, TX		(5,350	)		2,370		5,521		32			2,370		5,553		7,923		(500	)		2003		Jun-11		40 years
Preston Ridge	Frisco, TX		(139,400	)		25,820		127,082		711			25,820		127,793		153,613		(9,812	)		2003		Jun-11		40 years
Forest Hills	Ft. Worth, TX		(2,400	)		1,220		2,793		—			1,220		2,793		4,013		(549	)		1968		Jun-11		40 years
Ridglea Plaza	Ft. Worth, TX		(10,333	)		2,770		16,178		41			2,770		16,219		18,989		(1,989	)		1990		Jun-11		40 years
Trinity Commons	Ft. Worth, TX		(16,132	)		5,780		26,317		785			5,780		27,102		32,882		(2,370	)		1998		Jun-11		40 years
Village Plaza	Garland, TX		(5,333	)		3,230		6,786		105			3,230		6,891		10,121		(889	)		2002		Jun-11		40 years
North Hills Village	Haltom City, TX		(746	)		940		2,450		37			940		2,487		3,427		(353	)		1998		Jun-11		40 years
Highland Village Town Center	Highland Village, TX		(5,867	)		3,370		7,439		(21	)		3,370		7,418		10,788		(944	)		1996		Jun-11		40 years

F-43


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements		Total
Bay Forest	Houston, TX		(4,723	)		1,500		6,557		37			1,500		6,594		8,094		(753	)		2004		Jun-11		40 years
Beltway South	Houston, TX		(7,553	)		3,340		9,759		(6	)		3,340		9,753		13,093		(819	)		1998		Jun-11		40 years
Braes Heights	Houston, TX		(8,096	)		1,700		15,246		488			1,700		15,734		17,434		(1,122	)		2003		Jun-11		40 years
Braes Link	Houston, TX		(4,825	)		850		6,510		34			850		6,544		7,394		(436	)		1999		Jun-11		40 years
Braes Oaks	Houston, TX		(2,169	)		1,310		3,765		54			1,310		3,819		5,129		(471	)		1992		Jun-11		40 years
Braesgate	Houston, TX		(3,500	)		1,570		2,813		(30	)		1,570		2,783		4,353		(497	)		1997		Jun-11		40 years
Broadway	Houston, TX		(4,000	)		1,720		5,472		74			1,720		5,546		7,266		(859	)		2006		Jun-11		40 years
Clear Lake Camino South	Houston, TX		(8,133	)		3,320		12,136		91			3,320		12,227		15,547		(1,205	)		2004		Jun-11		40 years
Hearthstone Corners	Houston, TX		(18,000	)		5,240		14,208		309			5,240		14,517		19,757		(1,916	)		1998		Jun-11		40 years
Huntington Village	Houston, TX		—			1,720		4,767		106			1,720		4,873		6,593		(912	)		2007		Jun-11		40 years
Inwood Forest	Houston, TX		(3,637	)		1,440		5,000		42			1,440		5,042		6,482		(858	)		1997		Jun-11		40 years
Jester Village	Houston, TX		(3,800	)		1,380		4,623		1			1,380		4,624		6,004		(522	)		1988		Jun-11		40 years
Jones Plaza	Houston, TX		(6,924	)		2,110		11,450		68			2,110		11,518		13,628		(1,317	)		2000		Jun-11		40 years
Jones Square	Houston, TX		(9,512	)		3,210		10,716		(25	)		3,210		10,691		13,901		(1,471	)		1999		Jun-11		40 years
Maplewood Mall	Houston, TX		(4,337	)		1,790		5,535		128			1,790		5,663		7,453		(920	)		2004		Jun-11		40 years
Merchants Park	Houston, TX		(20,337	)		6,580		32,200		199			6,580		32,399		38,979		(2,493	)		2009		Jun-11		40 years
Northgate	Houston, TX		(1,542	)		740		1,707		(190	)		740		1,517		2,257		(333	)		1972		Jun-11		40 years
Northshore	Houston, TX		(16,419	)		5,970		22,827		455			5,970		23,282		29,252		(2,282	)		2001		Jun-11		40 years
Northtown Plaza	Houston, TX		(12,333	)		4,990		18,209		514			4,990		18,723		23,713		(2,001	)		1990		Jun-11		40 years
Northwood	Houston, TX		(9,950	)		2,730		10,152		406			2,730		10,558		13,288		(1,351	)		1972		Jun-11		40 years
Orange Grove	Houston, TX		(12,099	)		3,670		15,758		10			3,670		15,768		19,438		(2,017	)		2005		Jun-11		40 years
Pinemont Shopping Center	Houston, TX		(5,300	)		1,680		4,652		—			1,680		4,652		6,332		(1,232	)		1999		Jun-11		40 years
Royal Oaks Village	Houston, TX		(22,630	)		4,620		29,536		361			4,620		29,897		34,517		(2,177	)		2001		Jun-11		40 years
Sharpstown Plaza	Houston, TX		(2,650	)		1,050		2,851		1			1,050		2,852		3,902		(299	)		2005		Jun-11		40 years
Tanglewilde	Houston, TX		(4,800	)		1,620		7,437		7			1,620		7,444		9,064		(802	)		1998		Jun-11		40 years
Westheimer Commons	Houston, TX		—			5,160		12,866		3,065			5,160		15,931		21,091		(1,592	)		2012		Jun-11		40 years
Crossing at Fry Road	Katy, TX		(17,765	)		6,030		19,896		50			6,030		19,946		25,976		(2,093	)		2005		Jun-11		40 years
Washington Square	Kaufman, TX		(1,467	)		880		2,074		33			880		2,107		2,987		(413	)		1978		Jun-11		40 years
League City	League City, TX		—			1,740		4,133		333			1,740		4,466		6,206		(598	)		2010		Jun-11		40 years
Jefferson Park	Mount Pleasant, TX		(3,667	)		870		5,323		356			870		5,679		6,549		(921	)		2001		Jun-11		40 years
Winwood Town Center	Odessa, TX		(13,778	)		2,850		28,257		159			2,850		28,416		31,266		(2,962	)		2002		Jun-11		40 years
Crossroads Center	Pasadena, TX		(8,425	)		4,660		11,153		58			4,660		11,211		15,871		(1,393	)		1997		Jun-11		40 years
Spencer Square	Pasadena, TX		(12,260	)		5,360		19,464		182			5,360		19,646		25,006		(1,967	)		1998		Jun-11		40 years
Pearland Plaza	Pearland, TX		(10,700	)		3,020		9,076		445			3,020		9,521		12,541		(1,270	)		1995		Jun-11		40 years
Market Plaza	Plano, TX		(11,951	)		6,380		20,529		278			6,380		20,807		27,187		(1,839	)		2002		Jun-11		40 years
Northshore Plaza	Portland, TX		(8,323	)		3,510		8,482		90			3,510		8,572		12,082		(1,236	)		2000		Jun-11		40 years
Klein Square	Spring, TX		(5,301	)		1,220		7,074		(109	)		1,220		6,965		8,185		(884	)		1999		Jun-11		40 years
Keegan’s Meadow	Stafford, TX		(9,861	)		3,300		9,947		537			3,300		10,484		13,784		(1,432	)		1999		Jun-11		40 years
Texas City Bay	Texas City, TX		(9,879	)		3,780		17,928		269			3,780		18,197		21,977		(2,370	)		2005		Jun-11		40 years
Windvale	The Woodlands, TX		(7,073	)		3,460		9,479		384			3,460		9,863		13,323		(715	)		2002		Jun-11		40 years
Tomball Parkway Plaza	Tomball, TX		—			2,760		5,667		34			2,760		5,701		8,461		(993	)		2005		Jun-11		40 years
The Centre at Navarro	Victoria, TX		(3,631	)		1,490		7,013		(1	)		1,490		7,012		8,502		(498	)		2005		Jun-11		40 years
Spradlin Farm	Christiansburg, VA		(16,919	)		3,860		22,870		352			3,860		23,222		27,082		(2,143	)		2000		Jun-11		40 years
Culpeper Town Square	Culpeper, VA		(6,710	)		3,200		9,235		594			3,200		9,829		13,029		(1,212	)		1999		Jun-11		40 years
Hanover Square	Mechanicsville, VA		(13,475	)		3,540		16,145		229			3,540		16,374		19,914		(1,350	)		1991		Jun-11		40 years
Jefferson Green	Newport News, VA		(6,400	)		1,430		7,754		9			1,430		7,763		9,193		(713	)		1988		Jun-11		40 years
VA-KY Regional S.C.	Norton, VA		—			3,260		—		178			3,260		178		3,438		(11	)		1996		Jun-11		40 years
Tuckernuck Square	Richmond, VA		(8,393	)		2,400		10,241		293			2,400		10,534		12,934		(1,014	)		1994		Jun-11		40 years
Cave Spring Corners	Roanoke, VA		(9,974	)		3,060		11,284		82			3,060		11,366		14,426		(1,229	)		2005		Jun-11		40 years
Hunting Hills	Roanoke, VA		(9,512	)		1,150		7,661		559			1,150		8,220		9,370		(574	)		2013		Jun-11		40 years
Valley Commons	Salem, VA		(2,233	)		220		1,468		22			220		1,490		1,710		(235	)		1988		Jun-11		40 years
Lake Drive Plaza	Vinton, VA		(8,048	)		2,330		12,521		74			2,330		12,595		14,925		(1,248	)		2008		Jun-11		40 years

F-44


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements		Land		Building & Improvements		Total
Hilltop Plaza	Virginia Beach, VA		(20,212	)		5,170		21,956		787		5,170		22,743		27,913		(1,647	)		2010		Jun-11		40 years
Strawbridge	Virginia Beach, VA		—			1,570		4,384		—		1,570		4,384		5,954		(485	)		1997		Jun-11		40 years
Ridgeview Centre	Wise, VA		(6,433	)		2,080		9,190		278		2,080		9,468		11,548		(1,305	)		2005		Jun-11		40 years
Rutland Plaza	Rutland, VT		(14,004	)		2,130		20,924		284		2,130		21,208		23,338		(2,036	)		1997		Jun-11		40 years
Fox River Plaza	Burlington, WI		(5,000	)		1,020		4,272		1,085		1,020		5,357		6,377		(663	)		1987		Jun-11		40 years
Packard Plaza	Cudahy, WI		—			1,150		4,822		41		1,150		4,863		6,013		(1,018	)		1992		Jun-11		40 years
Fitchburg Ridge Shopping Ctr	Fitchburg, WI		(2,900	)		1,440		3,731		66		1,440		3,797		5,237		(534	)		2003		Jun-11		40 years
Spring Mall	Greenfield, WI		(11,880	)		2,540		16,383		79		2,540		16,462		19,002		(1,741	)		2003		Jun-11		40 years
Mequon Pavilions	Mequon, WI		(23,860	)		7,520		29,714		1,141		7,520		30,855		38,375		(2,482	)		2004		Jun-11		40 years
Northridge Plaza	Milwaukee, WI		—			2,990		—		15		2,990		15		3,005		(1	)		1996		Jun-11		40 years
Moorland Square Shopping Ctr	New Berlin, WI		(9,650	)		2,080		9,256		328		2,080		9,584		11,664		(965	)		1990		Jun-11		40 years
Paradise Pavilion	West Bend, WI		(12,966	)		1,510		15,704		62		1,510		15,766		17,276		(1,838	)		2000		Jun-11		40 years
Moundsville Plaza	Moundsville, WV		(7,973	)		1,650		10,245		247		1,649		10,493		12,142		(1,466	)		2004		Jun-11		40 years
Grand Central Plaza	Parkersburg, WV		(5,329	)		670		5,704		51		670		5,755		6,425		(822	)		1986		Jun-11		40 years
Various	Various		—			18,160		533		1,176		18,053		1,816		19,869		(157	)

		$	(6,041,615	)	$	1,914,003	$	7,765,746	$	214,677	$	1,915,667	$	7,978,759	$	9,894,426	$	(796,296	)

F-45

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

(Dollars in thousands)


	Successor						Predecessor
	Year ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year ended December 31, 2010
Reconciliation of total real estate carrying value is as follows:
Balance at beginning of period	$	9,792,453		$	9,745,812		$	11,745,631		$	12,025,295
Acquisitions and improvements		183,179			56,881			54,892			94,296
Real estate held for sale		(32,214	)		(2,020	)		—			—
Impairment of real estate		(6,689	)		—			—			(269,257	)
Cost of property sold or transferred to joint Ventures		(28,397	)		(105	)		(70,767	)		(87,028	)
Write-off of assets no longer in service		(13,906	)		(8,115	)		(34,035	)		(17,675	)

Balance at end of period	$	9,894,426		$	9,792,453		$	11,695,721		$	11,745,631


Reconciliation of accumulated depreciation is as follows:
Balance at beginning of period	$	295,550		$	—		$	1,872,535		$	1,522,051
Depreciation expense		510,488			297,529			165,835			389,527
Property sold or transferred to joint ventures		(4,426	)		—			(6,311	)		(5,625	)
Write-off of assets no longer in service		(5,316	)		(1,979	)		(23,699	)		(33,418	)

Balance at end of period	$	796,296		$	295,550		$	2,008,360		$	1,872,535

F-46

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


	June 30, 2013			December 31, 2012
	(Unaudited)
Assets
Real estate
Land	$	1,897,893		$	1,915,667
Buildings and improvements		7,966,042			7,978,759

		9,863,935			9,894,426
Accumulated depreciation and amortization		(1,008,059	)		(796,296	)

Real estate, net		8,855,876			9,098,130
Investments in and advances to unconsolidated real estate joint ventures		16,446			16,038
Cash and cash equivalents		142,006			103,098
Restricted cash		104,021			90,160
Marketable securities		23,593			24,883
Receivables, net		181,554			156,944
Deferred charges and prepaid expenses, net		101,956			95,118
Other assets, net		24,509			19,358

Total assets	$	9,449,961		$	9,603,729

Liabilities
Debt obligations, net	$	6,480,369		$	6,499,356
Financing liabilities, net		173,231			174,440
Accounts payable, accrued expenses and other liabilities		604,882			632,112

Total liabilities		7,258,482			7,305,908

Redeemable non-controlling interests		21,467			21,467

Commitments and contingencies		—			—
Equity
Preferred stock, $0.01 par value, authorized 1,000 shares, issued and outstanding 125 shares		—			—
Common stock, $0.01 par value, authorized 200,000 shares, issued and outstanding 75,649 shares		1			1
Additional paid in capital		1,749,305			1,748,092
Accumulated other comprehensive loss		(49	)		(39	)
Distributions in excess of accumulated loss		(108,232	)		(26,559	)

Total stockholders’ equity		1,641,025			1,721,495
Non-controlling interests		528,987			554,859

Total equity		2,170,012			2,276,354

Total liabilities and equity	$	9,449,961		$	9,603,729

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-47

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, dollars in thousands)


	Six months ended
	June 30, 2013			June 30, 2012
Revenues
Rental income	$	443,772		$	435,336
Expense reimbursements		122,898			115,863
Other revenues		6,001			6,160

Total revenues		572,671			557,359

Operating expenses
Operating costs		60,971			61,669
Real estate taxes		86,541			81,516
Depreciation and amortization		226,505			260,455
Impairment of real estate assets		36,060			—
Provision for doubtful accounts		5,365			5,806
General and administrative		44,343			48,256

Total operating expenses		459,785			457,702

Other income (expense)
Dividends and interest		420			587
Interest expense		(190,262	)		(193,569	)
Gain on sales of real estate assets		722			50
Other		(2,123	)		185

Total other expense		(191,243	)		(192,747	)

Loss before equity in earnings of unconsolidated joint ventures		(78,357	)		(93,090	)
Equity in income of unconsolidated joint ventures		754			568

Loss from continuing operations		(77,603	)		(92,522	)

Discontinued operations
Income (loss) from discontinued operations		192			(365	)
Gain on disposition of operating properties		2,631			1,229
Impairment on real estate held for sale		(7,511	)		(2,911	)

Loss from discontinued operations		(4,688	)		(2,047	)

Net loss		(82,291	)		(94,569	)
Non-controlling interests
Net loss attributable to non-controlling interests		19,531			22,535

Net loss attributable to Brixmor Property Group Inc.	$	(62,760	)	$	(72,034	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-48

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, dollars in thousands)


	Six months ended
	June 30, 2013			June 30, 2012
Net loss	$	(82,291	)	$	(94,569	)
Other comprehensive income
Change in unrealized gain (loss) on marketable securities		49			(19	)

Comprehensive loss		(82,242	)		(94,588	)
Comprehensive loss attributable to non-controlling interests		19,531			22,535

Comprehensive loss attributable to Brixmor Property Group Inc.	$	(62,711	)	$	(72,053	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-49

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, dollars in thousands)


	For the Six months ended June 30, 2013
	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive loss			Distributions in excess of accumulated Loss			Non- controlling Interests			Total
Beginning balance, January 1, 2013	$	—	$	1	$	1,748,092	$	(39	)	$	(26,559	)	$	554,859		$	2,276,354
Distribution to stockholders		—		—		—		—			(18,913	)		—			(18,913	)
Distributions to non-controlling interests		—		—		—		—			—			(6,088	)		(6,088	)
Compensation expense relating to Class B Units		—		—		1,213		—			—			391			1,604
Unrealized gain on marketable securities		—		—		—		(10	)		—			—			(10	)
Net loss		—		—		—		—			(62,760	)		(20,175	)		(82,935	)

Ending balance, June 30, 2013	$	—	$	1	$	1,749,305	$	(49	)	$	(108,232	)	$	528,987		$	2,170,012

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-50

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, dollars in thousands)


	Six months ended
	June 30, 2013			June 30, 2012
Operating activities
Net loss	$	(82,291	)	$	(94,569	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		227,406			264,042
Debt premium and discount amortization		(11,812	)		(13,269	)
Deferred financing cost amortization		6,051			4,785
Above- and below-market lease intangible amortization		(24,659	)		(25,436	)
Provisions of impairment		43,571			2,911
Gain on sales of real estate assets		(3,352	)		(1,279	)
Amortization of Class B Units		1,605			3,210
Other		(753	)		(547	)
Changes in operating assets and liabilities:
Restricted cash		(10,897	)		(19,852	)
Receivables		(25,229	)		(1,158	)
Deferred charges and prepaid expenses		(15,069	)		(15,788	)
Other assets		499			462
Accounts payable, accrued expenses and other liabilities		4,675			4,608

Net cash provided by operating activities		109,745			108,120

Investing activities
Building improvements		(66,086	)		(79,038	)
Proceeds from sales of real estate assets		31,361			5,414
Distributions from unconsolidated real estate joint ventures		347			1,399
Contributions to unconsolidated real estate joint ventures		(1	)		(1,418	)
Change in restricted cash attributable to investing activities		(2,963	)		—
Purchase of marketable securities		(8,185	)		—
Proceeds from sales of marketable securities		9,465			850

Net cash used in investing activities		(36,062	)		(72,793	)

Financing activities
Repayment of debt obligations and financing liabilities		(64,671	)		(52,854	)
Proceeds from debt obligations		57,000			—
Deferred financing costs		(1,428	)		(134	)
Common stock dividends		(18,913	)		—
Distributions to non-controlling interests and other		(6,763	)		(644	)

Net cash used in financing activities		(34,775	)		(53,632	)

Change in cash and cash equivalents		38,908			(18,305	)
Cash and cash equivalents at beginning of period		103,098			157,606

Cash and cash equivalents at end of period	$	142,006		$	139,301

Supplemental cash flow information, including non-cash investing and/or financing activities
Cash paid for interest, net of amount capitalized	$	177,969		$	192,490
Capitalized interest		1,975			580

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-51

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, unless otherwise stated)

1. Nature of Business and Financial Statement Presentation

Description of Business

In March 2013, the Company changed its name to Brixmor Property Group Inc. from BRE Retail Parent Inc. Simultaneous with the Company’s name change, the Company’s consolidated subsidiary changed its name to BPG Subsidiary Inc. from Brixmor Property Group Inc.

As of June 30, 2013, the Company owned interests in 526 shopping centers (the “Total Portfolio”), including 521 wholly owned shopping centers (the “Consolidated Portfolio”), and 5 shopping centers held through unconsolidated real estate joint ventures (the “Unconsolidated Portfolio”).

Basis of Presentation

The financial information included herein reflects the Company’s consolidated financial position as of June 30, 2013 and December 31, 2012, and the consolidated results of its operations and cash flows for the six months ended June 30, 2013 and 2012.

Principles of Consolidation and Use of Estimates

The accompanying Condensed Consolidated Financial Statements include the accounts of BPG, its wholly owned subsidiaries and all other entities in which it has a controlling financial interest. The portions of consolidated entities not owned by the Company are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated.

F-52

during a reporting period. The most significant assumptions and estimates relate to impairments of real estate, recovery of receivables and depreciable lives. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates.

New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-2, “ Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income .” ASU 2013-2 requires entities to disclose certain information relating to amounts reclassified out of accumulated other comprehensive income. The adoption of this guidance did not have a material impact on the Company’s financial statement presentation.

It has been determined that any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the Condensed Consolidated Financial Statements of the Company.

2. Acquisition of Real Estate

There were no acquisitions during the six months ended June 30, 2013.

During the year ended December 31, 2012, the Company acquired three retail buildings adjacent to certain of the Company’s existing shopping centers, for approximately $5.5 million. Also during the year ended December 31, 2012, the Company acquired the remaining 50% ownership interest in a 41.6 acre land parcel in Riverhead, NY for a purchase price of $0.5 million.

3. Discontinued Operations and Assets Held for Sale

The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets sold during the period. All results of these discontinued operations are included in a separate component of income on the Condensed Consolidated Statements of Operations under Discontinued operations.

At June 30, 2013 and December 31, 2012, two shopping centers and one shopping center, respectively, were classified as held for sale and are presented in Other assets within the Condensed Consolidated Balance Sheets. The shopping centers are located in Fort Myers, FL and Statesboro, GA and had carrying values of approximately $7.0 million and $1.6 million as of June 30, 2013 and December 31, 2012, respectively. During the six months ended June 30, 2013, the Company disposed of seven shopping centers in the Consolidated Portfolio for aggregate proceeds of $27.4 million.

During the six months ended June 30, 2012, the Company disposed of three shopping centers and one building for aggregate proceeds of $5.0 million.

In connection with the disposition of the shopping centers during the six months ended June 30, 2013 and 2012, the Company recognized provisions for impairment of $7.5 million and $2.9 million, respectively. For purposes of measuring this provision, fair value was determined based upon contracts with buyers or purchase offers from potential buyers and then adjusted to reflect associated disposition costs.

F-53

The components of income from discontinued operations for the six months ended June 30, 2013 and 2012 are shown below:


	Six months ended
	June 30, 2013			June 30, 2012
Discontinued operations:
Revenues	$	2,099		$	7,490
Operating expenses		(1,910	)		(7,212	)
Other income (expense), net		3			(643	)

Income from discontinued operating properties		192			(365	)
Gain on disposition of operating properties		2,631			1,229
Impairment on real estate held for sale		(7,511	)		(2,911	)

Loss from discontinued operations	$	(4,688	)	$	(2,047	)

4. Real Estate

The Company’s components of Real estate consisted of the following:


	June 30, 2013			December 31, 2012
Land	$	1,897,893		$	1,915,667
Buildings and improvements:
Building		6,781,359			6,817,378
Building and tenant improvements		285,172			254,844
Other rental property (1)		903,378			906,537

		9,867,802			9,894,426
Accumulated depreciation and amortization		(1,008,059	)		(796,296	)

Total	$	8,859,743		$	9,098,130

(1)

At June 30, 2013 and December 31, 2012, Other rental property consisted of intangible assets including: (i) $824.6 million and $826.9 million, respectively, of in-place lease value, (ii) $78.8 million and $79.6 million, respectively, of above-market leases, and (iii) $414.5 million and $341.8 million, respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease.

In addition, at June 30, 2013 and December 31, 2012, the Company had intangible liabilities relating to below-market leases of approximately $471.2 million and $473.9 million, respectively, and accumulated amortization of approximately $127.4 million and $97.7 million, respectively. These intangible liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the Company’s Condensed Consolidated Balance Sheets, are amortized over the term of each related lease including any renewal periods with fixed rentals that are considered to be below market.

F-54

Amortization expense associated with the above mentioned intangible assets and liabilities recognized for the six months ended June 30, 2013 and 2012 was approximately $24.7 million and $25.4 million, respectively. The estimated net amortization expense associated with the Company’s intangible assets and liabilities for each of the next five years is as follows:


Year ending December 31,	Estimated net amortization expense
2013 (remaining six months)	$	39,072
2014		57,379
2015		34,475
2016		14,653
2017		5,484

The Company recognized approximately $36.1 million of provision for impairment for the six months ended June 30, 2013, excluding provision of impairment included in Discontinued operations. Other than the provision of impairment recognized in Discontinued operations, the Company did not recognize any provision for impairment for the six months ended June 30, 2012 (see Note 3).

The Company’s estimated fair values relating to the above impairment assessments were based upon internal analyses. The Company believes the inputs utilized were reasonable in the context of applicable market conditions; however, due to the significance of the unobservable inputs to the overall fair value measures, the Company determined that such fair value measurements were classified within Level 3 of the fair value hierarchy. The fair value of impaired real estate was $92.3 million as of June 30, 2013.

5. Investments in and Advances to Unconsolidated Real Estate Joint Ventures

The Company has investments in and advances to various unconsolidated real estate joint ventures (“joint ventures”). These joint ventures are engaged primarily in the operation of shopping centers, which are either owned or held under long-term operating leases. The Company and its joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds non-controlling interests in these joint ventures and accounts for them under the equity method of accounting.

The following tables summarize the Company’s investments in and advances to unconsolidated real estate joint ventures:


				June 30, 2013			December 31, 2012
Venture	City	State	JV Partner	Percent Ownership			Percent Ownership
Arapahoe Crossings, L.P. (1)(2)(3)	Aurora	CO	Foreign Investor		30	%		30	%
BPR Land Partnership, L.P.	Frisco	TX	Private Investors		50	%		50	%
BPR South, L.P.	Frisco	TX	Private Investors		50	%		50	%
Heritage Intercontinental LP	Dallas	TX	Intercontinental Real Estate Corporation		25	%		25	%
NP/I&G Institutional Retail Company II, LLC (1)	Las Vegas	NV	JPMorgan Investment Management, Inc.		20	%		20	%
NPK Redevelopment I, LLC (1)	Various	Various	Kmart Corporation (Sears Holding Corp.)		20	%		20	%

F-55

(1)	Pursuant to the terms of the applicable joint venture agreements, the Company’s participation in the joint ventures may increase if certain performance targets are achieved.

(2)

The Arapahoe Crossings, L.P. joint venture had outstanding indebtedness of approximately $41.9 million and $42.5 million at June 30, 2013 and December 31, 2012, respectively. Such indebtedness is non-recourse to the Company; however, it may become recourse to the Company and its partners in certain limited situations, such as misuse of funds and material misrepresentations.

(3)

On July 31, 2013, the Company acquired the 70% partnership interest in Arapahoe Crossings, L.P. that was previously owned by a foreign investor for an aggregate purchase price of $20.0 million. The acquisition included the assumption of debt obligations of approximately $41.8 million, which were paid off with the proceeds from the unsecured credit facility entered into in July 2013 (see Note 16 for further discussion of the credit facility).

The Company does not have commitments to fund losses in excess of the carrying value of its investment.

6. Financial Instruments — Derivatives and Hedging

At June 30, 2013 and December 31, 2012, the Company’s derivative instruments consisted of interest rate caps with aggregate notional amount of $722.0 million and $665.0 million, respectively, which were purchased as a lender requirement relating to variable rate loans with the same notional amount. At June 30, 2013 and December 31, 2012, the fair value of these interest rate caps was immaterial and during the six months ended June 30, 2013 and 2012, no payments were received from the respective counterparties.

7. Debt Obligations

At June 30, 2013 and December 31, 2012, the Company had the following indebtedness outstanding:


	Carrying Value as of
	June 30, 2013			December 31, 2012			Stated Interest Rates	Scheduled Maturity Date
Mortgage and secured loans(1)
Fixed rate mortgage and secured loans(2)	$	5,266,261		$	5,330,442		4.85% –12.5%		2013 – 2034
Variable rate mortgage and secured loans(3)		725,528			668,605		Variable(3)		2013 – 2017

Total mortgage and secured loans		5,991,789			5,999,047
Net unamortized premium		101,213			116,222

Total mortgage and secured loans, net	$	6,093,002		$	6,115,269

Notes payables:
Unsecured notes(4)(5)	$	404,612		$	404,612		3.75% –7.97%		2013 – 2029
Net unamortized discount		(17,245	)		(20,525	)

Total notes payable, net	$	387,367		$	384,087

Total debt obligations	$	6,480,369		$	6,499,356

(1)	The Company’s mortgages and secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of June 30, 2013 of approximately $8.0 billion.

(2)	The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.96% as of June 30, 2013.

F-56

(3)

The weighted average interest rate on the Company’s variable rate mortgage and secured loans was 4.53% as of June 30, 2013. The Company incurs interest on $722.0 million of mortgages using the 30-day LIBOR rate (which was 0.1958% as of June 30, 2013, subject to certain rate floor requirements ranging from 25 basis points to 75 basis points), plus interest spreads ranging from 250 basis points to 465 basis points. The remaining balance of variable rate mortgages bears interest at the Prime Rate published in the Wall Street Journal, which was 3.25% as of June 30, 2013, plus an interest spread of 75 basis points.

(4)	The weighted average interest rate on the Company’s unsecured notes was 5.97% as of June 30, 2013.

(5)

The Company have a one time put repurchase right to certain unsecured notes that requires the Company to offer to repurchase the notes if tendered by holders (but does not require the holders to tender) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. Although the stated maturity dates for these notes range from August 2026 to February 2028, the scheduled maturity dates listed above represent the first dates that note holders can require the Company to redeem all or any portion of the notes pursuant to the required put repurchase right. As of June 30, 2013, approximately $104.6 million aggregate principal amount of unsecured notes with this put right remained outstanding.

Debt Transactions

On February 27, 2013, certain indirect wholly owned subsidiaries of the Company (the “Borrowers”) obtained a $57.0 million mortgage loan (the “Mortgage Loan”). The Mortgage Loan is secured by three shopping centers and is guaranteed by BPG for certain customary recourse carveout liabilities.

The Mortgage Loan bears interest at a rate equal to LIBOR (subject to a floor of 25 basis points) plus a spread of 350 basis points, payable monthly, and is scheduled to mature on March 1, 2016, with two extension options that allow the Borrowers to extend the maturity through March 1, 2017 and then to March 1, 2018, subject in each case to the satisfaction of certain financial conditions.

In connection with the closing of the Mortgage Loan, approximately $42.0 million of mortgage loans of the Company was repaid.

Debt Maturities

At June 30, 2013 and December 31, 2012, accrued interest of $41.1 million and $30.7 million was outstanding, respectively. At June 30, 2013, scheduled maturities of the outstanding debt obligations were as follows:


Year ending December 31,
2013 (remaining six months)	$	830,991
2014		355,735
2015		1,069,087
2016		2,676,422
2017		338,471
Thereafter		1,125,695

Total debt maturities		6,396,401
Net unamortized premiums on mortgages		101,213
Net unamortized discount on notes		(17,245	)

Total debt obligations	$	6,480,369

The Company, among other things, is subject to maintenance of various covenants. The Company is currently in compliance with these covenants.

F-57

8. Financing Liabilities

At June 30, 2013 and December 31, 2012, the Company had financing liabilities of $173.2 million and $174.4 million, respectively.

On November 11, 2008, a Class A Preferred Unit Holder (see Note 10 for further details) elected to redeem substantially all of its units. These units were redeemed in exchange for the fee interest in a property, and the Company entered into a 20 year master lease agreement at the date of transfer with the Class A Preferred Unit Holder. The carrying value of this agreement at June 30, 2013 and December 31, 2012 was $17.9 million and $18.0 million, respectively, including unamortized premium of $2.7 million and $2.8 million, respectively.

In addition to the two liabilities disclosed above, financing liabilities include capital leases, net of unamortized discount at June 30, 2013 and December 31, 2012 of $26.7 million and $27.1 million, respectively.

9. Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying Condensed Consolidated Balance Sheets at amounts which, in Management’s judgment, reasonably approximate their fair values, except those instruments listed below:


	June 30, 2013				December 31, 2012
	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value
Mortgage and secured loans payable	$	6,093,002	$	6,201,555	$	6,115,269	$	6,161,656
Notes payable		387,367		402,853		384,087		395,280

Total debt obligations	$	6,480,369	$	6,604,408	$	6,499,356	$	6,556,936

Financing liabilities	$	173,231	$	173,231	$	174,440	$	174,440

F-58

based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

At June 30, 2013 and December 31, 2012, the fair values of the Company’s marketable securities, valued based on quoted market prices, were classified within Level 1 of the fair value hierarchy. Conversely, at June 30, 2013 and December 31, 2012, the fair values of the Company’s mortgage and secured loans, notes payable, financing liabilities and interest rate caps, valued based on discounted cash flow or other similar methodologies were classified within Level 3 of the fair value hierarchy.

10. Redeemable Non-controlling Interests

The redeemable non-controlling interests presented in these Condensed Consolidated Financial Statements relate to portions of a consolidated subsidiary held by non-controlling interest holders in a partnership (“ERP”) that was formed to own certain real estate properties which were contributed to it in exchange for cash, the assumption of mortgage indebtedness and limited partnership units (or Class A Preferred Units).

A wholly owned subsidiary of the Company is the sole general partner of ERP and is entitled to receive 99% of all net income and gains before depreciation, if any, after the limited partners receive their preferred cash and gain allocations. There were 648 thousand Class A Preferred Units outstanding at June 30, 2013 and December 31, 2012.

Holders of these Class A Preferred Units have a redemption right that provides the holder with the option to redeem their units for $33.15 per unit in cash plus all accrued and unpaid distributions. Due to this right, the portion of the partnership attributable to such outside interests has been classified as redeemable non-controlling interests within the Company’s Condensed Consolidated Balance Sheets which at June 30, 2013 and December 31, 2012 was $21.5 million and $21.5 million, respectively.

During the six months ended June 30, 2013 and 2012, no limited partners with Class A Preferred Units made a redemption election. Such redemption elections may be made at any time, and the Company is required to make any such redemption on the second to last business day of the quarter in which such election is made, provided that the Company receives the redemption election at least ten business days prior to such date.

The changes in redeemable non-controlling interests are as follows:


	Six months ended
	June 30, 2013			June 30, 2012
Balance at beginning of period	$	21,467		$	21,559
Distributions to non-controlling interests		(644	)		(647	)
Net loss attributable to redeemable non-controlling interests		644			647

Balance at end of period	$	21,467		$	21,559

11. Non-controlling Interests

The non-controlling interests presented in these Condensed Consolidated Financial Statements relate to portions of a consolidated subsidiary held by the non-controlling interest holders in a corporation, BPG Subsidiary Inc. (“BPG Sub”), that was formed to own Brixmor Operating Partnership LP (the “Operating Partnership”), a consolidated entity.

The Company owns 75.65% of BPG Sub and is entitled to receive 75.65% of all net income and gains before depreciation. The remaining 24.35% is held by Blackstone Retail Transaction II Holdco L.P. (“Holdco II”) an affiliate of BREP VI. At June 30, 2013 and December 31, 2012, there were 100,000 units of BPG Sub outstanding, of which the Company owned 75,649 and the affiliated non-controlling interest owned 24,351.

F-59

12. Stock Based Compensation

Certain employees of the Company have been granted long-term incentive awards which provide them with equity interests as an incentive to remain in the Company’s service and align executives’ interests with those of the Company’s equity holders. The awards were granted by the Company’s equity holders, BRE Retail Holdco L.P. and Blackstone Retail Transaction II Holdco L.P. (the “Partnerships”), in the form of Class B Units in each of the Partnerships.

On March 29, 2013, approximately 9.1 million Class B Units were granted with a grant date fair value of approximately $4.0 million. $2.0 million of these Class B Units were granted with a service condition, of which 50% will fully vest on the third anniversary of the Transaction and the remaining 50% will vest on the fifth anniversary of the Transaction, subject to the employee’s continued employment through such anniversary. The remaining $2.0 million of these Class B Units were granted with a performance condition and will vest only if certain equity holders of the Partnerships receive cash proceeds resulting in at least a 15.0% internal rate of return on their Class A Units, subject to the employee’s continued employment through such date.

A Monte Carlo simulation model was used to estimate the grant date weighted average fair value of the service and performance conditions of the Class B Units, yielding fair values of $0.445 and $0.444, respectively The following assumptions were used at grant date: expected dividend yield, $-; risk-free interest rate, 0.2%; expected volatility, 35.0%; and expected life, 1.6 years.

On April 30, 2013, approximately 1.8 million Class B Units were granted with a grant date fair value of approximately $0.8 million. $0.4 million of these Class B Units were granted with a service condition, of which 50% will fully vest on the third anniversary of the Transaction and the remaining 50% will vest on the fifth anniversary of the Transaction, subject to the employee’s continued employment through such anniversary. The remaining $0.4 million of these Class B Units were granted with a performance condition and will vest only if certain equity holders of the Partnerships receive cash proceeds resulting in at least a 15.0% internal rate of return on their Class A Units, subject to the employee’s continued employment through such date.

A Monte Carlo simulation model was used to estimate the grant date weighted average fair value of the service and performance conditions of the Class B Units, yielding fair values of $0.445 and $0.444, respectively The following assumptions were used at grant date: expected dividend yield, $-; risk-free interest rate, 0.2%; expected volatility, 35.0%; and expected life, 1.6 years.

On May 20, 2013 approximately 20.6 million Class B Units were granted with a grant date fair value of $6.0 million. Approximately $3.0 million of these units were granted with a service condition, of which 50% will fully vest on May 20, 2016 and 50% will vest on May 20, 2018, subject to the employee’s continued employment through such dates. The remaining $3.0 million of these Class B Units were granted with a performance condition and will vest only if certain equity holders of the Partnerships receive cash proceeds resulting in at least a 15.0% internal rate of return on their Class A Units, subject to the employee’s continued employment through such date.

F-60

A Monte Carlo simulation model was used to estimate the grant date weighted average fair value of the service and performance conditions of the Class B Units, yielding fair values of $0.289 and $0.289, respectively The following assumptions were used at grant date: expected dividend yield, $-; risk-free interest rate, 0.2%; expected volatility, 35.0%; and expected life, 1.6 years.

The fair value of the units with service conditions will be recognized ratably over the applicable service period of either three or five years. At June 30, 2013 and December 31, 2012, no Class B Units had vested.

The Class B Units granted to employees by the Partnerships were recorded as a contribution by the Partnerships, with amortization being recorded as a component of General and administrative expenses in the Condensed Consolidated Statement of Operations. During the six months ended June 30, 2013 and 2012, the Company recognized approximately $1.6 million and $3.2 million, respectively, of incentive-based compensation expense relating to these units as a component of General and administrative expense in the Condensed Consolidated Statements of Operations. The $1.6 million of expense recognized in the six months ended June 30, 2013 reflects approximately $1.4 million of incentive-based compensation expense that was reversed as a result of Class B Units that were forfeited. The Company did not recognize expense related to the units subject to performance conditions as the applicable conditions have not yet been met. As of June 30, 2013 and December 31, 2012, the total compensation cost expected to be recognized over a weighted average period of four years as a result of awards not yet vested was $32.4 million and $35.6 million, respectively.

13. Commitments and Contingencies

Leasing commitments

The Company periodically enters into leases in connection with ground leases for neighborhood and community shopping centers which it operates and as administrative space for the Company. During the six months ended June 30, 2013 and 2012, the Company recognized rent expense associated with these leases of $4.8 million and $4.8 million, respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows: 2013 (remaining six months), $4.3 million, 2014, $8.6 million, 2015, $8.6 million, 2016, $8.1 million, 2017, $8.0 million and thereafter, $96.8 million.

Insurance captive

During 2012, the Company replaced ERT-CIC with a newly formed, wholly-owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance programs for the Company’s wholly owned, majority owned and joint venture properties. The Company formed Incap as part of its overall risk management program and to stabilize insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company has capitalized Incap in accordance with the applicable regulatory requirements. Incap established annual premiums based on projections derived from the past loss experience of the Company’s properties. Incap has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs.

Premiums paid to Incap may be adjusted based on this estimate and may be reimbursed by tenants pursuant to specific lease terms.

F-61

Environmental matters

Other legal matters

14. Income Taxes

The Company has elected to qualify as a REIT in accordance with the Internal Revenue Code (the “Code”). To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status.

Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries (“TRS”) is subject to federal, state and local income taxes.

The Company has analyzed the tax position taken on income tax returns for the open 2010 through 2012 tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s consolidated financial statements as of June 30, 2013.

The Company may be subject to certain state and local income taxes or franchise taxes. State and local income taxes or franchise taxes of approximately $1.9 million and $3.1 million for the six months ended June 30, 2013 and 2012, respectively, are reflected in General and administrative expenses in the accompanying Consolidated Statements of Operations.

Taxable REIT Subsidiaries

TRS’ activities include real estate operations and an investment in an insurance company (see Note 13 for further information).

Income taxes have been recorded based on the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities.

At June 30, 2013 and December 31, 2012, the TRS had gross deferred tax assets of $361.5 million and $371.1 million, respectively and gross deferred tax liabilities of $0.7 million and $0.6 million, respectively.

F-62

Deferred tax assets and liabilities are primarily attributable to real estate basis differences, goodwill, and net operating loss carry forwards. At June 30, 2013 and December 31, 2012, a valuation allowance of $360.9 million and $370.5 million, respectively, had been established due to the uncertainty associated with realizing these deferred tax assets. Deferred tax assets (net of the valuation allowance) and liabilities are included in Other assets and Accounts payable, accrued expenses and other liabilities, respectively in the accompanying Condensed Consolidated Balance Sheets.

15. Related-Party Transactions

In the ordinary course of conducting its business, the Company enters into customary agreements with its affiliates and unconsolidated real estate joint ventures in relation to the leasing and management of its and/or its related parties real estate assets.

At June 30, 2013 and December 31, 2012, receivables from related parties were $7.3 million and $7.1 million, respectively, which amounts are included in Receivables, net in the Condensed Consolidated Balance Sheets. There were no payables due to related parties at June 30, 2013. At December 31, 2012, payables to related parties were $0.05 million, which amounts are included in Accounts payable, accrued expenses and other liabilities in the Condensed Consolidated Balance Sheets.

16. Subsequent Events

In preparing the condensed consolidated financial statements, the Company has evaluated events and transactions occurring after June 30, 2013 for recognition or disclosure purposes. Based on this evaluation, the following subsequent events, from June 30, 2013 through to the date the financial statements were issued, were identified:

•

On July 1, 2013, certain wholly-owned subsidiaries of the Company exercised the first extension option to extend the initial maturity date of an $80.0 million mortgage loan to July 1, 2014. In addition, the loan is no longer subject to LIBOR floor of 75 basis points. It bears interest at a rate equal to LIBOR which was 0.2% as of June 30, 2013.

•

On July 16, 2013, Brixmor Operating Partnership LP, entered into a senior unsecured credit facility consisting of (i) a $1,250.0 million revolving credit facility (the “Revolving Facility”) which will mature on July 31, 2017, with a one-year extension option; and (ii) a $1,500.0 million term loan facility (the “Term Loan Facility”), which will mature on July 31, 2018. The obligations under the unsecured credit facility are guaranteed by both the Company and Brixmor OP GP LLC (together, the “Parent Guarantors”), as well as by both Brixmor Residual Holding LLC and the Brixmor GA America LLC (the “Material Subsidiary Guarantors”). The guarantees from the Material Subsidiary Guarantors are automatically released upon the occurrence of certain events, including upon Brixmor Operating Partnership LP obtaining an investment grade rating. In August 2013, approximately $540.8 million of the Revolving Facility was drawn to repay certain of the Company’s debt obligations.

•

On July 18, 2013, the Company filed a registration statement on Form S-11 with the U.S. Securities and Exchange Commission relating to the proposed initial public offering of its common stock. The number of shares to be sold and the price range for the proposed offering have not yet been determined.

F-63

LOGO

Shares

Brixmor Property Group Inc.

Common Stock

LOGO

PRELIMINARY PROSPECTUS

, 2013

BofA Merrill Lynch

Citigroup

J.P. Morgan

Wells Fargo Securities

Barclays

Deutsche Bank Securities

RBC Capital Markets

UBS Investment Bank

Baird

Evercore

KeyBanc Capital Markets

Mitsubishi UFJ Securities

PNC Capital Markets LLC

Sandler O’Neill + Partners, L.P.

Stifel

SunTrust Robinson Humphrey

Until , 2013 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated costs and expenses, other than the underwriting discount, payable by us in connection with the sale of the securities being registered hereby. All amounts shown are estimates except the SEC registration fee and the Financial Industry Regulatory Authority filing fee.


Filing Fee—Securities and Exchange Commission	$	13,640
Fee—Financial Industry Regulatory Authority		15,500
Listing Fee—New York Stock Exchange		*
Fees of Transfer Agent		*
Fees and Expenses of Counsel		*
Printing Expenses		*
Fees and Expenses of Accountants		*
Miscellaneous Expenses		*

Total		*

*	To be filed by amendment.

Item 32. Sales to Special Parties.

Not applicable.

Item 33. Recent Sales of Unregistered Equity Securities.

In connection with the Acquisition, on June 28, 2011 Brixmor Property Group Inc. issued an aggregate of 75,649 shares of common stock to BRE Retail Holdco L.P., an investment vehicle controlled by an investment fund managed by Blackstone Real Estate Associates VI L.P., an affiliate of The Blackstone Group L.P., for aggregate proceeds to us of approximately $1,740 million. Such securities were issued in reliance on the exemption contained in Section 4(2) of the Securities Act as transactions by the issuer not involving a public offering. No general solicitation or underwriters were involved in this issuance.

Item 34. Indemnification of Directors and Officers.

Maryland law requires us (unless our charter were to provide otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. Maryland law permits us to indemnify our present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or certain other capacities unless it is established that:

•

the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;

•

the director or officer actually received an improper personal benefit in money, property or services; or

•

in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

II-1

Maryland law prohibits us from indemnifying a director or officer who has been adjudged liable in a suit by us or on our behalf or in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received; however, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, Maryland law permits us to advance reasonable expenses to a director or officer upon our receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

To the maximum extent permitted by Maryland law, our charter authorizes us to indemnify any person who serves or has served, and our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify any individual who is made or threatened to be made a party to or witness in a proceeding by reason of his or her service:

•

as our director or officer; or

•

from and against any claim or liability to which he or she may become subject or that he or she may incur by reason of his or her service in any of these capacities, and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served any of our predecessors in any of the capacities described above and any employee or agent of us or any of our predecessors.

Furthermore, our officers and directors are indemnified against specified liabilities by the underwriters, and the underwriters are indemnified against certain liabilities by us, under the underwriting agreement relating to this offering. See “Underwriting.”

We are currently party to or intend to enter into indemnification agreements with our directors and executive officers. These agreements require or will require us to indemnify these individuals to the fullest extent permitted under Maryland law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is therefore unenforceable.

In addition, our directors and officers are indemnified for specified liabilities and expenses pursuant to the organizational documents of certain of our subsidiaries.

Item 35. Treatment of Proceeds from Stock Being Registered.

Not applicable.

II-2

Item 36. Financial Statements and Exhibits.

(a) See Page F-1 for an index of the financial statements that are being filed as part of this registration statement on Form S-11.

(b) Following is a list of exhibits being filed as part of, or incorporated by reference into, this registration statement on Form S-11.


Exhibit number		Description

1.1		Form of Underwriting Agreement*

3.1		Amended and Restated Certificate of Incorporation of Brixmor Property Group Inc. (f/k/a BRE Retail Parent Inc.)

3.2		Amendment No. 1 to Amended and Restated Certificate of Incorporation of Brixmor Property Group Inc. (f/k/a BRE Retail Parent Inc.)

3.3		By-laws of Brixmor Property Group Inc. (f/k/a BRE Retail Parent Inc.)

3.4		Form of Charter of the Registrant**

3.5		Form of Bylaws of the Registrant**

4.1		Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”) (incorporated herein by reference to Exhibit 4.2 to the New Plan Realty Trust’s Registration Statement on Form S-3 (File No. 33-61383) filed on July 28, 1995)

4.2		First Supplemental Indenture to the 1995 Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company (incorporated herein by reference to Exhibit 10.2 to New Plan Excel Realty Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 001-12244) filed on November 12, 1999)

4.3		Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association (incorporated herein by reference to Exhibit 4.2 to Centro NP LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244) filed on August 9, 2007)

4.4		Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro NP LLC and U.S. Bank Trust National Association**

4.5		Indenture, dated as of February 3, 1999, among the New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and State Street Bank and Trust Company, as Trustee (the “1999 Indenture”) (incorporated herein by reference to Exhibit 4.1 to New Plan Excel Realty Trust, Inc.’s Current Report on Form 8-K dated February 3, 1999 (File No. 001-12244))

4.6		Form of Officers’ Certificate relating to the terms of the Company’s 3.75% Convertible Senior Notes due 2023 (incorporated herein by reference to Exhibit 4.2 to New Plan Excel Realty Trust, Inc.’s Current Report on Form 8-K dated May 19, 2003 (File No. 001-12244))

4.7		Supplemental Indenture to the 1999 Indenture, dated as of December 17, 2004, by and between New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company) (incorporated herein by reference to Exhibit 4.1 to New Plan Excel Realty Trust, Inc.’s Current Report on Form 8-K dated December 22, 2004 (File No. 001-12244))

4.8		Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association (incorporated herein by reference to Exhibit 4.3 to Centro NP LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244) filed on August 9, 2007)

II-3


Exhibit number		Description

4.9		Supplemental Indenture to the 1999 Indenture, dated as of May 4, 2007, by and between Centro NP LLC and U.S. Bank Trust National Association (incorporated herein by reference to Exhibit 4.3 to Centro NP LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244) filed on August 9, 2007)

4.10		Indenture, dated as of January 30, 2004, by and between New Plan Excel Realty Trust, Inc. as Primary Obligor, and U.S. Bank Trust National Association, as Trustee (the “2004 Indenture”) (incorporated herein by reference to Exhibit 4.1 to New Plan Excel Realty Trust, Inc.’s Current Report on Form 8-K dated February 5, 2004 (File No. 001-12244))

4.11		First Supplemental Indenture to the 2004 Indenture, dated as of September 19, 2006, between New Plan Excel Realty Trust and U.S. Bank Trust National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to New Plan Excel Realty Trust, Inc.’s Current Report on Form 8-K, dated September 13, 2006 (File No. 001-12244))

4.12		Successor Supplemental Indenture to the 2004 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association (incorporated herein by reference to Exhibit 4.3 to Centro NP LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244) filed on August 9, 2007)

4.13		Supplemental Indenture to the 2004 Indenture, dated as of May 4, 2007, by and between Centro NP LLC and U.S. Bank Trust National Association (incorporated herein by reference to Exhibit 4.3 to Centro NP LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244) filed on August 9, 2007)

5.1		Opinion of Venable LLP regarding validity of the shares registered*

8.1		Opinion of Simpson Thacher & Bartlett LLP regarding certain tax matters

10.1		Form of Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP

10.1.1		Form of Amendment No. 1 to the Amended and Restated Limited Partnership Agreement of Brixmor Operating Partnership LP

10.1.2		Form of Separate Series Agreement by and among BRE Non-Core Assets Inc., as a limited partner associated with Series A, Non-Core Series GP, LLC, as the general partner associated with Series A, and Brixmor OP GP LLC, as the general partner of Brixmor Operating Partnership LP on behalf of the Partnership

10.2		Form of Contribution Agreement**

10.3		Form of Non-Core Property Management Agreement**

10.4		Form of Registration Rights Agreement among Brixmor Property Group Inc. and the equityholders named therein

10.5		Form of Stockholders’ Agreement**

10.6		Revolving Credit and Term Loan Agreement, dated as of July 16, 2013, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association as syndication agents, Barclays Bank PLC, Citibank, N.A., Deutsche Bank Securities Inc. and Royal Bank of Canada as documentation agents and the other lenders party thereto**

10.7		Parent Guaranty, dated as of July 16, 2013, made by BPG Subsidiary Inc. and Brixmor OP GP LLC for the benefit of JPMorgan Chase Bank, N.A., as administrative agent**

10.8		Subsidiary Guaranty, dated as of July 16, 2013, made by Brixmor Residual Holding LLC and Brixmor GA America LLC for the benefit of JPMorgan Chase Bank, N.A., as administrative agent**

II-4


Exhibit number		Description

10.9		Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden SC Owner, LLC, Centro NP Clark, LLC, Centro NP Hamilton Plaza Owner, LLC, Centro NP Holdings 11 SPE, LLC, Centro NP Holdings 12 SPE, LLC, Centro NP Atlantic Plaza, LLC, Centro NP 23rd Street Station Owner, LLC, Centro NP Coconut Creek Owner, LLC, Centro NP Seminole Plaza Owner, LLC, Centro NP Ventura Downs Owner, LLC, Centro NP Augusta West Plaza, LLC, Centro NP Banks Station, LLC, Centro NP Laurel Square Owner, LLC, Centro NP Middletown Plaza Owner, LLC, Centro NP Miracle Mile, LLC, Centro NP Ridgeview, LLC, Centro NP Surrey Square Mall, LLC, Centro NP Covington Gallery Owner, LLC, Centro NP Stone Mountain, LLC, Centro NP Greentree SC, LLC, Centro NP Arbor Faire Owner, LP, Centro NP Holdings 10 SPE, LLC, HK New Plan Festival Center (IL), LLC and JPMorgan Chase Bank, N.A., as lender**

10.10		Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender (regarding Loan Agreement with Centro NP New Garden SC Owner, LLC, et al.)**

10.11		Senior Mezzanine Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden Mezz 1, LLC, Centro NP Senior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as lender**

10.12		Senior Mezzanine Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender**

10.13		Omnibus Amendment to the Mezzanine Loan Documents, dated as of September 1, 2010, by and among Centro NP New Garden Mezz 2, LLC, Centro NP Junior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as lender**

10.14		Loan Agreement, dated as of July 28, 2010, by and between Centro NP Roosevelt Mall Owner, LLC and JPMorgan Chase Bank, N.A., as lender**

10.15		Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender (regarding Loan Agreement with Centro NP Roosevelt Mall Owner, LLC)**

10.16		Mortgage Loan, dated as of June 28, 2011, by and among BRE Retail NP Owner 1 LLC, BRE Retail NP Lexington Road Plaza Owner LLC, BRE Retail NP Festival Centre Owner LLC, BRE Retail NP Shoppes at Hickory Hollow Owner LLC, BRE Retail NP Kimball Crossing Owner LLC, BRE Retail NP Memphis Commons Owner LLC, BRE Retail NP Brenham Four Corners Owner LLC, HK New Plan Hunt River Commons LLC, BRE Retail NP TRS LLC and Wells Fargo Bank, National Association**

10.17		Loan Agreement, dated as of August 22, 2012, by and between New Plan of Arlington Heights, LLC, New Plan Cinnaminson Urban Renewal, L.L.C., New Plan of Cinnaminson, L.P., Brixmor Montebello Plaza, L.P. and Goldman Sachs Mortgage Company, as lender**

10.18		Form of 2013 Omnibus Incentive Plan

10.19		Form of Director and Officer Indemnification Agreement**

10.20		Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Michael A. Carroll**

10.21		Employment Agreement, dated June 24, 2013, between BPG Subsidiary Inc. and Michael V. Pappagallo**

10.22		Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Timothy Bruce**

10.23		Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Steven F. Siegel**

10.24		Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Dean Bernstein**

II-5


Exhibit number		Description

10.25		Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Tiffanie Fisher**

10.26		Form of Brixmor Property Group Inc. Restricted Stock Grant and Acknowledgment

10.27		Form of BPG Subsidiary Inc. Restricted Stock Grant and Acknowledgment

10.28		Separation Agreement, dated as of September 4, 2013, between Brixmor Property Group Inc. and Tiffanie Fisher

10.29		Form of Exchange Agreement among Brixmor Property Group Inc. and the other holders of BPG Subsidiary Inc. common stock from time to time party thereto

21.1		Subsidiaries of the Registrant**

23.1		Consent of Ernst & Young LLP

23.2		Consent of Venable LLP (included in the opinion filed as Exhibit 5.1)*

23.3		Consent of Simpson Thacher & Bartlett LLP (included in the opinion filed as Exhibit 8.1)

23.4		Consent of Rosen Consulting Group**

23.5		Consent of Michael Berman to be named as a director nominee

23.6		Consent of Anthony W. Deering to be named as a director nominee

24.1		Power of Attorney (included on signature pages to this Registration Statement)**

99.1		Amended and Restated Certificate of Incorporation of BPG Subsidiary Inc.**

99.2		Amended and Restated Bylaws of BPG Subsidiary Inc.**

*	To be filed by amendment

**	Previously filed

Item 37. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the purchase agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-6

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, New York, on September 23, 2013.


BRIXMOR PROPERTY GROUP INC.

By:		/s/ Michael A. Carroll
		Name: Michael A. Carroll
		Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Michael A. Carroll Michael A. Carroll	Director, Chief Executive Officer (Principal Executive Officer)	September 23, 2013

/s/ Michael V. Pappagallo Michael V. Pappagallo	President and Chief Financial Officer (Principal Financial Officer)	September 23, 2013

/s/ Steven A. Splain Steven A. Splain	Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)	September 23, 2013

* A.J. Agarwal	Director	September 23, 2013

* Jonathan D. Gray	Director	September 23, 2013

* Nadeem Meghji	Director	September 23, 2013

* William D. Rahm	Director	September 23, 2013

* John G. Schreiber	Director	September 23, 2013

* William J. Stein	Director	September 23, 2013



* By:	/s/ Michael A. Carroll
	Name:	Michael A. Carroll
	Title:	Attorney-in-Fact

II-8

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

BRE RETAIL PARENT INC.

BRE Retail Parent Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the laws of the State of Delaware, hereby certifies as follows:

The Corporation was incorporated under the name “BRE Retail Parent Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 27, 2011.

This Amended and Restated Certificate of Incorporation, which restates, integrates and further amends in its entirety the Corporation’s original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”) and by the written consent of the Corporation’s sole stockholder in accordance with Section 228 of the DGCL.

The Amended and Restated Certificate of Incorporation of the Corporation, including Annex I attached hereto, shall read in its entirety as follows:

ARTICLE I

NAME

The name of the Corporation is BRE Retail Parent Inc.

ARTICLE II

REGISTERED OFFICE

The registered office and registered agent of the Corporation is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. It is intended that the Corporation shall carry on a business as a “real estate investment trust” under the REIT Provisions of the Code.

ARTICLE IV

CAPITAL STOCK

SECTION 4.1. Capitalization . The total number of shares of stock that the Corporation is authorized to issue is 201,000 shares, consisting of (i) 200,000 shares of common stock, par value $0.01 per share (“Common Stock”), and (ii) 1,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock” and, together with the Common Stock, the “Stock”). The Corporation may issue fractional shares.

The Board of Directors of the Corporation (the “Board of Directors”) is hereby expressly authorized, by resolution or resolutions thereof, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights, if any, of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

SECTION 4.2. Common Stock .

(a) Dividends . Subject to applicable law and rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having preference over or the right to participate with the Common Stock with respect to the payment of dividends, dividends may be declared and paid on the Common Stock at such times and in such amounts as the Board of Directors in its discretion shall determine.

(b) Voting Rights . Each holder of record of Common Stock shall have one vote for each share of Common Stock that is outstanding in his, her or its name on the books of the Corporation on all matters on which stockholders generally are entitled to vote.

(c) Liquidation, Dissolution or Winding Up . Upon the dissolution, liquidation or winding up of the Corporation, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up of the Corporation, the holders of Common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares of Common Stock held by them.

(d) Preemptive Rights . Holders of the Common Stock shall not have preemptive rights.

SECTION 4.3. Series A Preferred Stock .

(a) Designation and Number . A series of Preferred Stock, designated the “Series A Redeemable Preferred Stock” (the “Series A Preferred Stock”), is hereby established. The total number of authorized shares of Series A Preferred Stock is one hundred and fifty (150).

(b) Rank . The Series A Preferred Stock shall, in respect of rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation, rank (i) senior to the Common Stock and senior to any other class or series of capital stock of the Corporation other than capital stock referred to in clauses (ii) and (iii) of this sentence (collectively, the “Junior Securities”), (ii) on a parity with any class or series of capital stock of the Corporation the terms of which specifically provide that such class or series of capital stock ranks on a parity with the Series A Preferred Stock in respect of rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation (collectively, the “Parity Securities”), and (iii) junior to any class or series of capital stock of the Corporation the terms of which specifically provide that such class or series of capital stock ranks senior to the Series A Preferred Stock in respect of rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation (collectively, the “Senior Securities”). The term “capital stock” shall not include convertible debt securities unless and until such securities are converted into capital stock of the Corporation.

(i) Subject to the preferential rights of the holders of any Senior Securities, each holder of the then outstanding shares of Series A Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 12% per annum of the total of $10,000.00 per share plus all accumulated and unpaid dividends thereon. Such dividends shall accrue on a daily basis and be cumulative from the first date on which any share of Series A Preferred Stock is issued, such issue date to be contemporaneous with the receipt by the Corporation of subscription funds for the Series A Preferred Stock (the “Original Issue Date”), and shall be payable annually in arrears on or before December 31 of each year or, if not a Business Day, the next succeeding Business Day (each, a “Dividend Payment Date”). Any dividend payable on the Series A Preferred Stock for any partial Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “Dividend Period” shall mean, with respect to the first “Dividend Period,” the period from and including the Original Issue Date to and including the first Dividend Payment Date, and with respect to each subsequent “Dividend Period,” the period from but excluding a Dividend Payment Date to and including the next succeeding Dividend Payment Date or other date as of which accrued dividends are to be calculated. Dividends will be payable to holders of record as they appear in the share records of the Corporation at the close of business on the applicable record date, which shall be the fifteenth day of the calendar month in which the applicable Dividend Payment Date falls or on such other date designated by the Board of Directors for the payment of dividends that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Notwithstanding the foregoing and subject to Section 4.3(c)(iii), the Board of Directors may declare any dividends that are in arrears on the shares of Series A Preferred Stock at any time and the Dividend Payment Date and Dividend Record Date for such dividends shall be as determined by the Board of Directors.

(ii) No dividends on shares of Series A Preferred Stock shall be declared by the Corporation or paid or set apart for payment by the Corporation at such time as any written agreement between the Corporation and any party that is not an Affiliate of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(iii) Notwithstanding the foregoing, dividends on the Series A Preferred Stock shall accrue whether or not the terms and provisions set forth in Section 4.3(c)(ii) hereof at any time prohibit the current payment of dividends, whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized or declared. Accrued but unpaid dividends on the Series A Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable.

(iv) Unless full cumulative dividends on all outstanding shares of the Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past Dividend Periods through a prior Dividend Payment Date, no dividends (other than in Junior Securities) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon any shares of any Junior Securities, nor shall any shares of any Junior Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other shares of any Junior Securities and except for transfers made pursuant to the provisions of Article VI of this Amended and Restated Certificate of Incorporation). Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, dividends to the holders of the Junior Securities shall be permitted and shall not be restricted at any time if the Corporation is not in arrears with regard to the payment of any dividends on any outstanding Series A Preferred Stock in respect of any completed Dividend Period through a prior Dividend Payment Date.

(v) If dividends are not paid in full (or a sum sufficient for such full payment is not set apart) on the Series A Preferred Stock and any Parity Securities, all dividends declared upon the Series A Preferred Stock and any Parity Securities shall be declared and paid pro rata so that the amount of dividends declared per share of Series A Preferred Stock and such Parity Securities shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Series A Preferred Stock and such Parity Securities bear to each other.

(vi) Any dividend payment made on shares of the Series A Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividends or payments on the Series A Preferred Stock which may be in arrears, and holders of the Series A Preferred Stock shall not be entitled to any dividend, whether payable in cash, securities or other property, in excess of full cumulative dividends on the Series A Preferred Stock as described above.

(vii) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Code), any portion (the “Capital Gains Amount”) of the dividends (within the meaning of the Code) paid or made available for the year to holders of all classes and series of the Corporation’s capital stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to the holders of the Series A Preferred Stock shall be an amount equal to (A) the total Capital Gains Amount multiplied by (B) a fraction (1) the numerator of which is equal to the total dividends (within the meaning of the Code), paid or made available to the holders of the Series A Preferred Stock for that year and (2) the denominator of which is the Total Dividends for that year.

(d) Liquidation Preference .

(i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, but subject to the preferential rights of the holders of any Senior Security, the holders of shares of Series A Preferred Stock then outstanding are entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders, a liquidation preference equal to the sum of the following (collectively, the “Liquidation Preference”): (i) $10,000.00 per share and (ii) an amount equal to all accrued and unpaid dividends thereon through and including the date of payment before any distribution of assets is made to holders of any Junior Securities.

(ii) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the full amount of the Liquidation Preference on all outstanding shares of Series A Preferred Stock and the full amount of the Liquidation Preference on all outstanding shares of Parity Securities, then the holders of the Series A Preferred Stock and the holders of such other Parity Securities shall share ratably in any such distribution of assets in proportion to the full Liquidation Preference to which they would otherwise be respectively entitled.

(iii) After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. After payment to the holders of Series A Preferred Stock of the full amount of the Liquidation Preference to which they are entitled, the remaining assets of the Corporation shall be distributed among the holders of any Junior Securities, according to their respective rights and preferences.

(iv) Upon the Corporation’s provision of written notice as to the effective date of any such liquidation, dissolution or winding up of the Corporation, accompanied by a check in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Stock is entitled, the Series A Preferred Stock shall no longer be deemed outstanding shares of the Corporation and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage pre-paid to each record holder of the Series A Preferred Stock at the respective mailing addresses of such holders as the same shall appear on the share transfer records of the Corporation.

(v) For purposes of this Section 4.3(d), the consolidation or merger of the Corporation with or into any other business enterprise or of any other business enterprise

with or into the Corporation, the sale, lease or conveyance of all or substantially all of the assets or business of the Corporation, or the conversion of the Corporation to another entity shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

(e) Redemption .

(i) Right of Optional Redemption . The Corporation, at its option, may redeem shares of the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price (the “Redemption Price”) equal to $10,000.00 per share plus an amount equal to all accrued and unpaid dividends thereon to and including the date fixed for redemption, plus a redemption premium per share (each, a “Redemption Premium”) calculated as follows based on the date fixed for redemption: (1) until June 30, 2012, $500; (2) from July 1, 2012 to June 30, 2013, $400; (3) from July 1, 2013 to June 30, 2014, $300; (4) from July 1, 2014 to June 30, 2015, $200; (5) from July 1, 2015 to June 20, 2016, $100 and thereafter, no Redemption Premium. If less than all of the outstanding Series A Preferred Stock are to be redeemed, the number of shares of Series A Preferred Stock to be redeemed will be determined by the Corporation and such shares may be redeemed pro rata from the holders of record of such shares in proportion to the number of such shares held by such holders (with adjustments to avoid redemption of fractional shares or, if fractional shares are outstanding, with such additional adjustments as the Corporation may elect in order to effect the redemption of fractional shares) or by lot or any other equitable manner determined by the Corporation.

(ii) Limitations on Redemption . Unless full cumulative dividends on all shares of Series A Preferred Stock shall have been, or contemporaneously are, declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods, no shares of Series A Preferred Stock shall be redeemed or otherwise acquired, directly or indirectly, by the Corporation unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed or acquired; provided, however, that the foregoing shall not prevent the purchase by the Corporation of shares under certain circumstances described in, and pursuant to, Article VI of this Amended and Restated Certificate of Incorporation in order to ensure that the Corporation remains qualified as a REIT for U.S. federal income tax purposes or the purchase or acquisition of shares of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock.

(iii) Procedures for Redemption .

(A) Upon the Corporation’s provision of written notice as to the effective date of the redemption, accompanied by a check in the amount of the full Redemption Price through such effective date to which each record holder of Series A Preferred Stock is entitled, the Series A Preferred Stock shall be redeemed and shall no longer be deemed outstanding shares of the Corporation and all rights of the holders of such shares will terminate. Such notice may provide that the redemption is contingent on the occurrence of a specified event. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series A Preferred Stock at the respective mailing addresses of such holders as the same shall appear on the share transfer records of the Corporation.

No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given.

(B) In addition to any information required by law, such notice shall state: (A) the redemption date; (B) the Redemption Price; (C) the number of shares of Series A Preferred Stock to be redeemed; and (D) that dividends on the shares to be redeemed will cease to accrue on such redemption date.

(C) If notice of redemption of any shares of Series A Preferred Stock has been given and if the funds necessary for such redemption have been set aside by the Corporation for the benefit of the holders of any shares of Series A Preferred Stock so called for redemption, then, from and after the redemption date dividends will cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the Redemption Price.

(D) If the Corporation shall so require and the notice shall so state, holders of Series A Preferred Stock to be redeemed shall surrender the certificates evidencing such Series A Preferred Stock, to the extent that such shares are certificated, at the place designated in such notice and, upon surrender in accordance with said notice of the certificates for shares of Series A Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such shares of Series A Preferred Stock shall be redeemed by the Corporation at the Redemption Price. In case less than all of the shares of Series A Preferred Stock evidenced by any such certificate are redeemed, a new certificate or certificates shall be issued evidencing the unredeemed shares of Series A Preferred Stock without cost to the holder thereof. In the event that the shares of Series A Preferred Stock to be redeemed are uncertificated, such shares shall be redeemed in accordance with the notice and no further action on the part of the holders of such shares shall be required.

(E) The deposit of funds with a bank or trust corporation for the purpose of redeeming Series A Preferred Stock shall be irrevocable except that:

the Corporation shall be entitled to receive from such bank or trust corporation the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and

any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series A Preferred Stock entitled thereto at the expiration of two years from the applicable

redemption dates shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment of the Redemption Price without interest or other earnings.

(iv) Status of Redeemed Shares . Any shares of Series A Preferred Stock that shall at any time have been redeemed or otherwise acquired by the Corporation shall, after such redemption or acquisition, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more classified and designated as part of a particular series by the Board of Directors.

(f) Voting Rights . Except as required by law, the holders of the Series A Preferred Stock shall not have any voting rights.

(g) Conversion . The shares of Series A Preferred Stock are not convertible into or exchangeable for any other property or securities of the Corporation.

(h) Validity . If any power, preference or relative, participating, optional and other special right of the Series A Preferred Stock, or qualification or restriction thereof is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, then, to the extent permitted by law, all other powers, preferences and relative, participating, optional and other special rights of the Series A Preferred Stock and qualifications and restrictions thereof which can be given effect without the invalid, unlawful or unenforceable powers, preferences or relative, participating, optional or other special rights of the Series A Preferred Stock or the qualifications or restriction thereof shall remain in full force and effect and shall not be deemed dependent upon any other such powers, preferences or relative, participating, optional or other special right of the Series A Preferred Stock or qualifications or restrictions thereof unless so expressed herein.

ARTICLE V

BOARD OF DIRECTORS

SECTION 5.1. Number of Directors . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors of the Corporation shall be established from time to time in the manner provided in the by-laws of the Corporation (the “By-laws”). A director may be removed at any time by holders of shares of Stock of the Corporation representing at least a majority of the outstanding voting power entitled to vote thereon. The election of directors need not be by a written ballot.

SECTION 5.2. Vacancies and Newly Created Directorships . Vacancies and newly created directorships may be filled only by a majority of the remaining directors, or if only one director shall remain, by the remaining director (though less than a quorum). If at any time there shall be no directors in office, successor directors shall be elected by the holders of shares of Stock of the Corporation entitled to vote thereon in accordance with the By-laws. A director elected by the Board of Directors to fill a vacancy shall be elected to hold office until the next annual meeting of stockholders or until his successor is elected and qualified.

ARTICLE VI

STOCKHOLDERS’ DISCLOSURES; RESTRICTIONS ON TRANSFER; TRANSFER

LEGENDS

SECTION 6.1. Stockholders’ Disclosures . Stockholders shall promptly upon demand disclose to the Board of Directors in writing such information with respect to direct and indirect ownership of shares of Stock as the Board of Directors deems necessary or appropriate to comply with the REIT Provisions of the Code or to comply with the requirements of any taxing authority or governmental agency, including, the names and addresses of the actual beneficial owners of shares of Stock, the dates of acquisition or disposition of shares of Stock and the names and addresses of the Persons from whom shares of Stock were acquired or to whom they were transferred. Upon the failure by a Stockholder to comply with the provisions of this Section 6.1, as determined in good faith by the Board of Directors, the Corporation shall have the right to redeem all such shares held directly or indirectly by such Stockholder for a value as determined by the Board of Directors in good faith. Any such redemption shall be pursuant to procedures substantially as set forth in Section 4.3(e).

SECTION 6.2. Corporation’s Right to Refuse to Transfer Shares; Limitation on Holdings; Redemption of Shares .

(a) Each Stockholder shall give not less than 30 days’ prior written notice to the Board of Directors of any proposed Transfer of any shares of Stock. Whenever it is deemed by the Board of Directors to be reasonably necessary (i) to protect the status of the Corporation under the REIT Provisions of the Code because of a resulting increase in the concentration of ownership or other change of ownership of shares of Stock or otherwise, including ownership that would result in the Corporation owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through another entity owned in whole or in part by the Corporation) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code or ownership that would cause the Corporation to be considered “closely held” within the meaning of Section 856(h) of the Code, (ii) to protect the status of the Corporation as a “domestically-controlled REIT” (within the meaning of Section 897(h) of the Code) or (iii) to prevent the Corporation from being considered a “pension-held” REIT within the meaning of Section 856(h) of the Code (unless the Board of Directors determines that the requirements of Section 514(c)(9) of the Code are satisfied and that the consequences of being considered a “pension-held” REIT do not require the application of this provision) or a “personal holding company” (within the meaning of Sections 542 and 856 of the Code), the Board of Directors may require a statement or affidavit from each Stockholder or proposed transferee of shares of Stock setting forth the number of shares of Stock already owned (either actually or through constructive ownership) by it and any related Person specified in the form prescribed by the Board of Directors for that purpose or any other pertinent information relating to the proposed Transfer. If, in the good faith opinion of the Board of Directors, which

shall be conclusive upon any proposed transferee of shares of Stock, any proposed Transfer would (x) jeopardize the status of the Corporation as a REIT under the REIT Provisions of the Code because of a resulting increase in the concentration of ownership or other change of ownership of shares of Stock or otherwise, including, ownership that would result in the Corporation owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through another entity owned in whole or in part by the Corporation) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code or ownership that would cause the Corporation to be considered “closely held” within the meaning of Section 856(h) of the Code, (y) jeopardize the status of the Corporation as a “domestically controlled REIT” (within the meaning of Section 897(h) of the Code) or (z) cause the Corporation to be considered a “pension-held” REIT within the meaning of Section 856(h) of the Code (unless the Board of Directors determines that the requirements of Section 514(c)(9) of the Code are satisfied and that the consequences of being considered a “pension-held” REIT do not require the application of this provision) or a “personal holding company” (within the meaning of Sections 542 and 856 of the Code), the Board of Directors shall have the right, but not the duty, to refuse to permit such Transfer. If the Board of Directors shall so refuse to permit any proposed Transfer of shares of Stock, or a Stockholder fails to (i) give 30 days’ prior written notice of a proposed Transfer as required by this Section 6.2(a), (ii) provide an affidavit or statement upon request by the Board of Directors as required by this Section 6.2(a), or (iii) pay reasonable expenses incurred by the Corporation in connection with such Transfer pursuant to Section 6.2(e), any attempt to effect the proposed Transfer shall be null and void and of no force or effect to Transfer any legal or beneficial interest in such shares of Stock.

(b) The Board of Directors, by notice to the holder thereof, may cause the Corporation to redeem, out of funds legally available therefor, any or all shares of Stock of any holder (whether or not such shares have been transferred with the prior approval of the Board of Directors) if, in the good faith opinion of the Board of Directors, such redemption is necessary (i) to protect the status of the Corporation under the REIT Provisions of the Code because of the concentration of ownership or change of ownership of shares of Stock or otherwise, including, ownership that would result in the Corporation owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through another entity owned in whole or in part by the Corporation) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code or ownership that would cause the Corporation to be considered “closely held” within the meaning of Section 856(h) of the Code, (ii) to protect the status of the Corporation as a “domestically-controlled REIT” (within the meaning of Section 897(h) of the Code), (iii) to prevent the Corporation from being considered a “pension-held” REIT within the meaning of Section 856(h) of the Code (unless the Board of Directors determines that the requirements of Section 514(c)(9) of the Code are satisfied and that the consequences of being considered a “pension-held” REIT do not require the application of this provision) or a “personal holding company” (within the meaning of Sections 542 and 856 of the Code), or (iv) to prevent the assets of the Corporation from being reasonably likely to be characterized as assets of any employee benefit plan for purposes of the Plan Asset Regulations, ERISA, the Code or any applicable Similar Law, whether or not such plan is subject to ERISA, the Code or any Similar Law. From and after the date of such notice of redemption (the “Redemption Date”) and setting aside of funds in respect of the redemption price, shares of

Stock called for redemption shall cease to be outstanding and the holder thereof shall cease to be entitled to dividends, voting rights and other benefits with respect to such shares, except the right to payment by the Corporation of the redemption price determined and payable as set forth in the following sentence. The redemption price of each share called for redemption shall be the fair market value thereof as determined by the Board of Directors in good faith.

(c) Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation to the contrary, any purported acquisition of shares of Stock of the Corporation which would (i) jeopardize the status of the Corporation as a REIT under the REIT Provisions of the Code because of a resulting increase in the concentration of ownership or other change of ownership of shares of Stock or otherwise, including ownership that would result in the Corporation owning (actually or constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through another entity owned in whole or in part by the Corporation) from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code or ownership that would cause the Corporation to be considered “closely held” within the meaning of Section 856(h) of the Code, (ii) jeopardize the status of the Corporation as a “domestically controlled REIT” (within the meaning of Section 897(h) of the Code) or (iii) cause the Corporation to be considered a “pension-held” REIT within the meaning of Section 856(h) of the Code (unless the Board of Directors determines that the requirements of Section 514(c)(9) of the Code are satisfied and that the consequences of being considered a “pension-held” REIT do not require the application of this provision) or a “personal holding company” (within the meaning of Sections 542 and 856 of the Code), shall be null and void and of no force or effect to Transfer any legal or beneficial interest in such shares unless the Board of Directors determines that such acquisition shall be given force and effect. All contracts and other arrangements for the sale or other Transfer of shares of Stock shall be subject to this provision.

(d) Notwithstanding any other provisions of this Section 6.2, no Transfer of any shares of Stock may be made unless in the opinion of responsible counsel (who may be counsel for the Corporation), satisfactory in form and substance to the Board of Directors (which opinion may be waived, in whole or in part, at the discretion of the Board of Directors):

(i) such Transfer would not violate the registration or qualification provisions of the Securities Act of 1933, as amended, or any state securities or “Blue Sky” laws applicable to the Corporation or the shares of Stock; and

(ii) such Transfer would not cause (A) all or any portion of the assets of the Corporation (I) to constitute “plan assets” under ERISA, the Code or any applicable Similar Law of any existing or contemplated Stockholder or (II) to be subject to the provisions of ERISA, the Code or any applicable Similar Law or (B) any director, officer, employee or agent of the Corporation to become a fiduciary with respect to any existing or contemplated Stockholder pursuant to ERISA or any applicable Similar Law or otherwise; and any such opinion of counsel is delivered in writing to the Corporation not less than ten (10) days prior to the date of the Transfer. The Corporation agrees to cooperate with any Stockholder making a Transfer by providing promptly such records and other factual information regarding Corporation as may be reasonably requested with

respect to any proposed Transfer. No Stockholder may Transfer any shares of Stock except as permitted by this Amended and Restated Certificate of Incorporation or the By-laws and any purported Transfer in violation of this Amended and Restated Certificate of Incorporation shall be null and void.

(e) Each Stockholder will pay all reasonable expenses, including attorneys’ fees, incurred by the Corporation in connection with a Transfer of shares of Stock by such Stockholder.

(f) If any provision of this Section 6.2 or any application of any such provision is determined to be invalid by any Federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court. To the extent this Section 6.2 may be inconsistent with any other provision of this Amended and Restated Certificate of Incorporation, this Section 6.2 shall be controlling.

SECTION 6.3. Transfer Legend . Each certificate for shares of Stock (if certificated), including each certificate issued to any transferee, shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form (in addition to any other legend required by applicable law), unless in the opinion of counsel for the Corporation such legend (or any portion thereof) shall no longer be required:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHOUT SUCH REGISTRATION OR QUALIFICATION, UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.”

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS OF BRE RETAIL PARENT INC. AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF, WHETHER BY MERGER, CONSOLIDATION OR OTHERWISE BY OPERATION OF LAW, EXCEPT IN COMPLIANCE THEREWITH.”

“EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF THE SHARES REPRESENTED BY THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT NO PORTION OF THE ASSETS USED BY SUCH PURCHASER OR TRANSFEREE TO ACQUIRE AND HOLD SUCH SHARES CONSTITUTE THE ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) SUBJECT TO TITLE I OF ERISA OR ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR “SIMILAR LAW” (DEFINED AS ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW OR

REGULATION THAT CONTAINS ONE OR MORE PROVISIONS THAT ARE (X) SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS CONTAINED IN TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND (Y) SIMILAR TO THE PROVISIONS OF THE DEPARTMENT OF LABOR REGULATIONS CODIFIED AT 29 C.F.R. SECTION 2510.3-101 OR WOULD OTHERWISE PROVIDE THAT THE ASSETS OF BRE RETAIL PARENT INC. COULD BE DEEMED TO INCLUDE “PLAN ASSETS” UNDER SUCH LAW OR REGULATION).”

ARTICLE VII

EXCULPATION

SECTION 7.1. Exculpation . To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or the Stockholders for monetary damages for breach of fiduciary duty as a director.

SECTION 7.2. Repeal or Modification . Any repeal or modification of Section 7.1 shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

ARTICLE VIII

AMENDMENTS

SECTION 8.1. Amendments to the Amended and Restated Certificate of Incorporation . The Corporation reserves the right from time to time to make any amendments to its Amended and Restated Certificate of Incorporation which may be now or hereafter authorized by law, upon the approval of holders of shares of capital stock representing at least a majority of the outstanding voting power entitled to vote thereon. All rights and powers conferred by the Amended and Restated Certificate of Incorporation to Stockholders, directors and officers are granted subject to the foregoing reservation.

SECTION 8.2. Adoption, Amendment and Repeal of By-laws . In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter and repeal the By-laws. The By-laws may be amended or repealed by resolution adopted by the Board of Directors or upon the approval of holders of shares of capital stock representing at least a majority of the outstanding voting power entitled to vote thereon.

IN WITNESS WHEREOF, BRE Retail Parent Inc. has caused this Amended and Restated Certificate of Incorporation to be executed on June 27, 2011.


BRE RETAIL PARENT INC.

/s/ William J. Stein
Name:		William J. Stein
Title:		Chief Executive Officer

Signature Page to A&R Certificate of Incorp. of BRE Retail Parent Inc.

ANNEX I

Definitions

Capitalized terms used in the Amended and Restated Certificate of Incorporation of BRE Retail Parent Inc. but not defined therein shall have the meanings set forth in this Annex I. The definitions in this Annex I shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Articles and Sections shall be deemed to be references to Articles and Sections of the Amended and Restated Certificate of Incorporation of BRE Retail Parent Inc. unless the context shall otherwise require. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

“ Affiliate ” shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person.

“ Business Day ” shall mean any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized to close.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time. Any reference in the Amended and Restated Certificate of Incorporation to a particular provision of the Code shall be interpreted to include a reference to any corresponding provision of any successor statute.

“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto. A Person shall not be deemed to Control any specified Person through the ownership of securities unless it owns, directly or indirectly, a majority of the voting interests in such specified Person.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Any reference in the Amended and Restated Certificate of Incorporation to a particular provision of ERISA shall be interpreted to include a reference to any corresponding provision of any successor statute.

“ Person ” shall mean any individual, partnership, corporation, trust, limited liability company or other entity.

“ Plan Asset Regulations ” shall mean the regulations issued by the Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations.

“ REIT ” shall mean a real estate investment trust as defined in the REIT Provisions of the Code.

“ REIT Provisions of the Code ” shall mean Parts II and III of Subchapter M of Chapter 1 of Subtitle A of the Code or any successor statute.

“ Similar Law ” shall mean any federal, state, local, non-U.S. or other law or regulation that contains one or more provisions that are (x) similar to any of the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code or (y) similar to the provisions of the Plan Asset Regulations or would otherwise provide that the assets of the Corporation could be deemed to include “plan assets” under such law or regulation.

“ Stockholders ” shall mean, at any time, all holders of record of outstanding shares of Stock at such time.

“ Transfer ” shall mean a sale, pledge, transfer or other disposition of shares (whether by merger, consolidation or otherwise by operation of law and whether beneficially or of record).

[Remainder of Page Intentionally Left Blank.]

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

BRE Retail Parent Inc.

BRE Retail Parent Inc. (the “ Corporation ”), a corporation organized and existing under the laws of the State of Delaware, pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as follows:

FIRST: The name of the Corporation is BRE Retail Parent Inc.

SECOND: The Certificate of Incorporation of the Corporation (the “ Certificate of Incorporation ”) was filed with the Secretary of State of the State of Delaware on May 27, 2011.

THIRD: The amendment of the Certificate of Incorporation set forth herein has been duly adopted by the Board of Directors of the Corporation pursuant to Sections 141(f) and 242 of the DGCL and has been, in lieu of a meeting of stockholders, consented to in writing by the holder of the majority of the outstanding stock of the Corporation in accordance with Section 228 of the DGCL.

FOURTH: Article I of the Certificate of Incorporation is hereby amended as follows:

“The name of the Corporation is Brixmor Property Group Inc.”

FIFTH: This amendment to the Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the office of the Secretary of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Corporation and on behalf of the Corporation has duly executed this Certificate of Amendment as of June , 2013.


BRE Retail Parent Inc.

By:		/s/ Steven F. Siegel
		Steven F. Siegel
		Executive Vice President

Exhibit 3.3

FORM OF AMENDED AND RESTATED BYLAWS

BRE RETAIL PARENT INC.

(adopted June 28, 2011)

Capitalized terms used herein and not defined shall have the meanings assigned such terms in the Amended and Restated Certificate of Incorporation (as amended and restated from time to time, the “ Certificate of Incorporation ”) of BRE Retail Parent Inc. (the “ Corporation ”).

ARTICLE I

MEETING OF STOCKHOLDERS

SECTION 1.1 Meetings

(a) If required by applicable law, annual meetings of stockholders shall be held at such place, if any, date and hour as shall be fixed by the Board of Directors and stated in the notice of meeting, at which the directors shall be elected and any other proper business of the Corporation may be conducted. Any business of the Corporation may be transacted at the annual meeting without being specially designated in the notice, except such business as is specifically required by law to be stated in the notice.

(b) Special meetings of the stockholders may be called at any time by the chief executive officer of the Corporation or by or at the request of a majority of the directors. Notwithstanding the foregoing, if there shall be no directors, the officers of the Corporation shall promptly call a special meeting of the stockholders entitled to vote for the election of successor directors. Notice of any special meeting shall state the purpose or purposes of the meeting.

SECTION 1.2 Notice of Meetings

Unless otherwise required by law, the Certificate of Incorporation or these bylaws, not less than ten (10) nor more than sixty (60) days before the date of every stockholders’ meeting, the Corporation shall give to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, and to each stockholder not entitled to vote who is entitled by law to notice, notice stating the date, time and place, if any, of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 1.3 Quorum

Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, at any meeting of stockholders, the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation (“ Shares ”) entitled to vote at the meeting shall constitute a quorum. If, however, such quorum shall not be present in person or by proxy at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, by a majority in voting power thereof, without notice other than announcement at the meeting, until a quorum shall be present in person or by proxy. If the adjournment is for more than thirty (30) days or a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted which could have been transacted at the meeting as originally noticed.

SECTION 1.4 Voting

Except as otherwise required by law, the Certificate of Incorporation or these bylaws, whenever any action is to be taken by the stockholders at a meeting at which a quorum is present, it shall be authorized by the affirmative vote of the holders of a majority in voting power of the outstanding Shares present and entitled to vote thereon. At all elections of directors, voting by stockholders shall be conducted under the noncumulative method and the election of directors shall be by a plurality of the votes cast.

A stockholder may vote only the Shares owned by such stockholder, as shown on the record of stockholders of the Corporation as of the record date for stockholders entitled to vote determined pursuant to these bylaws or pursuant to applicable law. All persons who were holders of record of Shares at such time, and no others, shall be entitled to vote at such meeting and any adjournment thereof. A stockholder may vote the Shares owned of record by such stockholder, either in person or by proxy executed by the stockholder or by such stockholder’s duly authorized attorney-in-fact in accordance with applicable law and filed with the Secretary prior to the meeting. No proxy shall be valid after three years from the date of its execution, unless the proxy provides for a longer period. At all meetings of stockholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting.

SECTION 1.5 Organization and Order of Business

At each meeting of the stockholders, the Chairman of the Board, or in his absence or inability to act, the President, or in the absence or inability to act of the Chairman of the Board and the President, a Vice President, shall act as chairman of the meeting. The Secretary, or in his absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of the meeting shall have the right and authority to convene and (for any or no reason) to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting.

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SECTION 1.6 Inspectors

The Board of Directors may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of Shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as inspector of an election of directors. Inspectors need not be stockholders.

SECTION 1.7 Action Without Meeting

Except as otherwise provided by statute or the Certificate of Incorporation, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth such action, is signed by stockholders representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Shares were present and voted and such consent or consents shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

SECTION 1.8 List of Stockholders Entitled to Vote

The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the

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stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.8 or to vote in person or by proxy at any meeting of stockholders.

ARTICLE II

BOARD OF DIRECTORS

SECTION 2.1 Number, Election, Term and Qualifications

Except as provided below, the number of directors of the Corporation shall be one or such greater number as is determined by resolution of the Board of Directors. A director may be removed as provided in the Certificate of Incorporation and applicable law. The tenure of office of a director shall not be affected by any decrease or increase in the number of directors so made by the Board of Directors.

SECTION 2.2 Powers

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all of the powers of the Corporation except such as are by law, by the Certificate of Incorporation or by these bylaws conferred upon or reserved to the stockholders.

SECTION 2.3 Resignations

Any director or member of a committee may resign at any time. Such resignation shall be made in writing or by electronic transmission and shall take effect at the time specified therein, or if no time be specified, at the time of the receipt by the Chairman of the Board, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless the resignation so provides.

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SECTION 2.4 Vacancies and Newly Created Directorships

Vacancies and newly created directorships may be filled only by a majority of the remaining directors, or if only one director shall remain, by the remaining director (though less than a quorum). If at any time there shall be no directors in office, successor directors shall be elected by the stockholders in accordance with Article I. A director elected by the Board of Directors to fill a vacancy shall be elected to hold office until the next annual meeting of stockholders or until his successor is elected and qualified.

SECTION 2.5 Actions by Directors

The Board of Directors, or any committee thereof, may act with or without a meeting. Unless specifically provided otherwise in these bylaws, any action of the Board of Directors, or any committee thereof, may be taken (i) at a meeting at which a quorum is present, by vote of a majority of the directors present or (ii) without a meeting, if all members of the Board of Directors or committee consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the records of meetings of the Board of Directors or such committee. Any action or actions permitted to be taken by the Board of Directors, or any committee thereof, in connection with the business of the Corporation may be taken pursuant to authority granted by a meeting of the directors conducted by a telephone conference call or other communication equipment, and the transaction of business represented thereby shall be of the same authority and validity as if transacted at a meeting of the directors held in person or by written consent. The minutes of any Board of Directors’ meeting or committee’s meeting held by telephone or other communication equipment shall be prepared in the same manner as a meeting of the Board of Directors or committee held in person.

SECTION 2.6 Committees of the Board

The Board of Directors may appoint from among its members an executive committee, an audit committee and other committees. The Board of Directors may designate one or more directors as alternative members of any committees who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent permitted by law and to the extent provided in the resolutions of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation.

Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. One-third of the members of any committee shall be present in person, by telephone or other communication equipment at any meeting of such committee in order to constitute a quorum for the transaction of business at such meeting. The Board of Directors may designate a chairman of any committee and such chairman or any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meetings unless the Board of Directors shall otherwise provide. In the absence or disqualification of any member of any such committee, the members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of such absent or disqualified members. The committees shall keep minutes of their proceedings.

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The Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member, or to dissolve any such committee.

SECTION 2.7 Meetings of the Board of Directors

Meetings of the Board of Directors, regular or special, may be held at any place as the Board of Directors may from time to time determine or as shall be specified in the notice of such meeting.

As soon as practicable after each annual meeting of stockholders, a regular meeting of the directors shall be held for the purpose of organizing, electing officers and transacting other business. The meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors as provided in Article III, except that no notice shall be necessary if such meeting is held immediately after, and at the site, of the annual meeting of stockholders.

Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors.

Special meetings of the Board of Directors may be called at any time by two or more directors or by or at the request of the Chairman of the Board or the President. Special meetings may be held at such place or places as may be designated from time to time by the Board of Directors; in the absence of such designation, such meetings shall be held at such places as may be designated in the notice of meeting.

Notice of the place and time of every special meeting of the Board of Directors shall be delivered by the Secretary to each director by (a) United States mail, postage prepaid, (b) express mail or overnight delivery or courier service, (c) telecopy or other facsimile transmission or other means of electronic transmission, (d) personal delivery or (e) telephone, to the address, telecopy or telephone number of such director appearing on the books of the Corporation or theretofore given by such director to the Corporation for the purpose of receiving such types of notice. Such notice shall be deemed given (i) if given by telecopier or other means of electronic transmission, when transmitted to the number or address specified for such purpose and the appropriate answerback or confirmation is received (or, if such time is not during a Business Day, at the beginning of the next Business Day), (ii) if given by mail, when deposited in the United States mail, postage prepaid, directed to such director at his address as it appears on the record of the Corporation or (iii) if given by any other means, when delivered to such director.

SECTION 2.8 Organization

The Chairman of the Board shall be selected by a majority of the directors and shall preside at each meeting of the Board of Directors. In the absence or inability of the Chairman to preside at a meeting, the President, or, in his absence or inability to act, another director chosen by a majority of the directors present, shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence or inability to act any person appointed by the chairman of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

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SECTION 2.9 Directors’ Compensation

No director shall receive any compensation for serving as a director or as an officer of the Corporation, but may be reimbursed for his or her reasonable expenses incurred in connection with his or her service as a director.

ARTICLE III

NOTICES

SECTION 3.1 Notice to Stockholders

Any notice of any meeting or other notice, communication or report to any stockholder shall be delivered to such stockholder by (a) United States mail, postage prepaid, (b) express mail or overnight delivery or courier service, (c) telecopy or other facsimile transmission, (d) personal delivery to the address or telecopy number of such stockholder appearing on the books of the Corporation or theretofore given by such stockholder to the Corporation for the purpose of notice or (e) as otherwise permitted by law. Such notice shall be deemed given (i) if given by telecopier, when transmitted to the number specified for such purpose and the appropriate answerback or confirmation is received (or, if such time is not during a Business Day, at the beginning of the next Business Day), (ii) if given by mail, when deposited in the United States mail, postage prepaid, directed to such stockholder at his address as it appears on the records of the Corporation or (iii) if given by any other means, when delivered to such stockholder, provided that, if notice is given by electronic transmission, such stockholder must consent to such notice procedure.

SECTION 3.2 Waivers of Notice

Whenever any notice of the time, place or purpose of any meeting of stockholders, directors or committee is required to be given under law or under the provisions of the Certificate of Incorporation or these bylaws, a waiver thereof given by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or attendance at a meeting of stockholders, directors or committee in person (or, in the case of a meeting of stockholders, by proxy), except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, shall be deemed equivalent to the giving of such notice to such persons.

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ARTICLE IV

OFFICERS

SECTION 4.1 Officers

The officers of the Corporation shall be chosen by the Board of Directors and shall be a President (or one or more Co-Presidents), a Secretary and a Treasurer. The Board of Directors may also choose a Chairman (or one or more Co-Chairmen) of the Board, and one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers. Two or more offices, except those of Chairman and Secretary, or Chairman and/or President and Assistant Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Certificate of Incorporation or these bylaws to be executed, acknowledged or verified by two or more officers.

SECTION 4.2 Other Officers and Agents

The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 4.3 Compensation

No officer or agent of the Corporation who is a director, officer, member, partner or employee of Blackstone Real Estate Associates VI L.P. or any of its Affiliates shall receive any salary or other compensation (except for reimbursement for reasonable expenses) from the Corporation.

SECTION 4.4 Removal; Resignation

The officers of the Corporation shall serve until their successors are chosen and qualify. Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Any officer may resign at any time. Such resignation shall be made in writing or by electronic transmission, and shall take effect at the time specified therein, and if such time is not specified, at the time of its receipt by the Chairman, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless otherwise provided in the resignation. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

SECTION 4.5 Chairman

The Chairman shall, if present, preside at all meetings of the Board of Directors and stockholders and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these bylaws and as may be set forth herein.

SECTION 4.6 President

The President shall be the chief executive officer of the Corporation. The President shall have general and active control of the business, finances and affairs of the Corporation, subject to the control of the Board of Directors. Except as may otherwise be provided by the Board of Directors from time to time, the President shall have the general power to execute bonds, deeds, contracts, conveyances and other instruments in the name of the

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Corporation, to appoint all employees and agents of the Corporation whose appointment is not otherwise provided for and to fix the compensation thereof subject to the provisions of these bylaws and subject to the approval of the Board of Directors; to remove or suspend any employee or agent who shall not have been appointed by the Board of Directors; to suspend for cause, pending final action by the body which shall have appointed him, any officer other than an officer, employee or agent who shall have been appointed by the Board of Directors; to delegate to a responsible agent any of the foregoing; and to take any other such action as the President deems necessary, subject to the oversight of the Board of Directors.

SECTION 4.7 Vice President

The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 4.8 Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by the Secretary’s signature or by the signature of an Assistant Secretary.

SECTION 4.9 Assistant Secretary

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 4.10 Treasurer and Assistant Treasurer

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

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The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

SECTION 4.11 Delegation of Duties

In the case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may confer for the time being the powers or duties, or any of them, of such officer upon any director.

ARTICLE V

OWNERSHIP; CERTIFICATES OF SHARES

SECTION 5.1 Certificates

The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Co-Chairman of the Board, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation representing the number of shares registered in certificate form.

The signatures may be either manual or facsimile signatures and the seal may be either facsimile or any other form of seal. In the case any officer who has signed any certificate ceases to be an officer of the Corporation before the certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if the officer had not ceased to be such officer as of the date of its issue. Each Share certificate shall include on its face the name of the Corporation, the name of the stockholder and the class of Shares and number of Shares represented by the certificate.

SECTION 5.2 Lost Certificates

The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be stolen, lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the

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issuance thereof require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to give a bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise by reason of the issuance of a new certificate.

SECTION 5.3 Share Record; Issuance and Transferability of Shares

(a) Records shall be kept by or on behalf of and under the direction of the directors or the officers of the Corporation, which shall contain the names and addresses of the stockholders, the number of Shares held by them respectively, the numbers of certificates representing the Shares (to the extent certificated) and the amount of any installment or remaining commitment payable thereon, if any, and in which there shall be recorded all transfers of Shares. To the fullest extent permitted by law, the Corporation, the directors and the officers, employees and agents of the Corporation shall be entitled to deem the persons in whose names certificates are registered on the records of the Corporation (or whose names are reflected on such records, in the case of uncertificated shares) to be the absolute owners of the Shares represented thereby for all purposes of the Corporation; but nothing herein shall be deemed to preclude the directors or officers, employees or agents of the Corporation from inquiring as to the actual ownership of Shares. Until a transfer is duly effected on the records of the Corporation, the directors shall not be affected by any notice of such transfer, either actual or constructive.

(b) Shares shall be transferable on the records of the Corporation only by the record holder thereof or by his agent thereunto duly authorized in writing upon delivery to the directors or a transfer agent of the certificate or certificates therefor (if certificated), properly endorsed or accompanied by duly executed instruments of transfer and accompanied by all necessary documentary stamps together with such evidence of the genuineness of each such endorsement, execution or authorization and of other matters as may reasonably be required by the Board of Directors or such transfer agent. Subject to the restrictions set forth in the Certificate of Incorporation, upon such delivery, the transfer shall be recorded in the records of the Corporation and a new certificate for the Shares so transferred shall be issued to the transferee (if certificated) and, in case of a transfer of only a part of the Shares represented by any certificate, a new certificate for the balance shall be issued to the transferor (if certificated). Uncertificated shares shall be transferable on the records of the Corporation only by the record holder thereof or by his agent thereunto duly authorized in writing upon delivery to the directors or a transfer agent of such duly executed instrument of transfer and accompanied by all necessary documentary stamps together with such evidence of the genuineness of each such endorsement, execution or authorization and of other matters as may reasonably be required by the Board of Directors or such transfer agent. Subject to the restrictions set forth on the Certificate of Incorporation, upon such delivery, the transfer shall be recorded in the records of the Corporation. Until a transfer is duly effected on the records of the Corporation, the directors shall not be affected by any notice of such transfer, either actual or constructive. Subject to the restrictions set forth in the Certificate of Incorporation, any person becoming entitled to any Shares in consequence of the death of a stockholder or otherwise by operation of law shall be recorded as the holder of such Shares and shall receive a new certificate therefor but only upon delivery to the Board of Directors or a transfer agent of instruments and other evidence required by the Board of Directors or the transfer agent to demonstrate such entitlement, the existing

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certificate for such Shares and such releases from applicable governmental authorities as may be required by the Board of Directors or transfer agent. Nothing in these bylaws shall impose upon the Board of Directors or a transfer agent a duty or limit their rights to inquire into adverse claims.

SECTION 5.4 Fixing Record Date

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered

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to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

SECTION 5.5 Transfer Agent; Dividend Disbursing Agent and Registrar

The Board of Directors shall have power to employ one or more transfer agents, dividend disbursing agents and registrars and to authorize them on behalf of the Corporation to keep records, to hold and to disburse any dividends or distributions, and to have and perform, in respect of all original issues and transfers of Shares, dividends and distributions and reports and communications to stockholders, the powers and duties usually had and performed by transfer agents, dividend disbursing agents and registrars of a Delaware corporation.

SECTION 5.6 Ownership of Shares

The Board of Directors may take any action that is necessary in the good faith judgment of the Board of Directors to ensure that the Shares of the Corporation are held by an appropriate number and character of stockholders as required to maintain the Corporation’s status as a “domestically-controlled” REIT and not a “personal holding company” (within the meaning of Sections 542 and 856 of the Code) or a pension-held REIT under the REIT Provisions of the Code.

ARTICLE VI

GENERAL PROVISIONS

SECTION 6.1 Checks

All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the Corporation shall be signed by the President or the Treasurer or by such officer or officers as the Board of Directors may from time to time designate.

SECTION 6.2 Depositories

The funds of the Corporation shall be deposited with such banks or other depositories as the Board of Directors of the Corporation or any officer may from time to time determine.

SECTION 6.3 Books of Account and Records

The Corporation shall maintain correct and complete books and records of account of all the business and transactions of the Corporation. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

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SECTION 6.4 Fiscal Year

The fiscal year of the Corporation shall be the calendar year.

SECTION 6.5 Statement of Investment Policy

The Corporation intends to invest in:

(a) one or more Investments directly or indirectly;

(b) any direct or indirect Investment made to preserve, protect or enhance any existing investment of the Corporation or an affiliate thereof; and

(c) the Corporation intends to make Investments and exercise its authority with respect to investments in such a manner that the Corporation would satisfy the requirements for REIT status under the REIT Provisions of the Code.

“ Investment ” shall mean the Corporation’s investment in real property and any other investments including: (i) any debt or equity or other interest in, directly or indirectly, or relating to, real estate assets (including performing or nonperforming mortgage or other real estate related loans), (ii) property management, development or other real estate related businesses and (iii) any non-real estate assets or any businesses that consist of non-real estate related assets or operations, as the case may be, including personal property and unsecured loans, which are part of, or incidental to, an Investment which consists principally of assets or businesses referred to in clauses (i) and (ii).

ARTICLE VII

INDEMNIFICATION; INSURANCE

SECTION 7.1 Right to Indemnification

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “ Covered Person ”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, nonprofit entity or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 7.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

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SECTION 7.2 Advancement of Expenses

The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VII or otherwise.

SECTION 7.3 Claims

If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article VII is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

SECTION 7.4 Insurance

The Corporation shall have the power to purchase and maintain insurance on behalf of any Covered Person, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnity such person against such liability under this Article VII.

SECTION 7.5 Successors

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such officer or director. The indemnification and advancement of expenses that may have been provided to an employee or agent of the Corporation by corporate action shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be an employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person, after the time such person has ceased to be an employee or agent of the Corporation, only on such terms and conditions and to the extent determined by the Board of Directors in its sole discretion.

SECTION 7.6 Nonexclusivity of Rights

The rights conferred on any Covered Person by this Article VII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

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SECTION 7.7 Other Sources

The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, nonprofit entity or other enterprise shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, limited liability company, joint venture, trust, nonprofit entity or other enterprise.

SECTION 7.8 Amendment or Repeal

The provisions of this Article VII shall be a contract between the Corporation, on the one hand, and each Covered Person, on the other hand, pursuant to which the Corporation and each such Covered Person intend to be legally bound. Any right to indemnification or advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of this Article VII after the occurrence of the act or omission that is subject of the Proceeding for which indemnification or advancement is being sought.

SECTION 7.9 Other Indemnification and Advancement of Expenses

This Article VII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

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Exhibit 8.1

September 23, 2013

Brixmor Property Group Inc.

420 Lexington Avenue

New York, New York 10170

Ladies and Gentlemen:

We have acted as counsel to Brixmor Property Group Inc., a Maryland corporation (the “Company”), in connection with the Registration Statement on Form S-11 (File No. 333-190002) (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended, relating to the issuance and sale by the Company of common stock, $0.01 par value per share, of the Company.

We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

In rendering the opinion set forth in paragraph 1 below, we have assumed the accuracy of the representations contained in the officer’s certificate, dated as of the date hereof, provided to us by the Company (the “Certificate”). These representations generally relate to the operation and classification of the Company as a real estate investment trust (a “REIT”), as defined in Section 856 of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of rendering such opinion, we have also assumed that the Company has been organized and operated and will continue to be organized and operated in the manner described in the Certificate, the Registration Statement and the applicable organizational documents of the Company and that all terms and provisions of such documents have been and will continue to be complied with. We have not made an independent investigation of the facts set forth in the Certificate.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, we are of the opinion that:

1. Commencing with the Company’s taxable year ended December 31, 2011, the Company was organized in conformity with the requirements for qualification as a REIT under the Code, and its actual and its proposed method of operation has enabled and will enable it to meet the requirements for qualification and taxation as a REIT under the Code.

2. The statements set forth in the Registration Statement under the caption “Material United States Federal Income Tax Considerations”, insofar as they purport to constitute summaries of matters of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

The opinion set forth in paragraph 1 above is based upon the Code, the Treasury regulations promulgated thereunder and other relevant authorities and law, all as in effect on the date hereof. Consequently, future changes in the law may cause the tax treatment referred to herein to be materially different from that described above. Future changes in the Company’s

method of operation could likewise cause the tax treatment referred to herein to be materially different from that described above. Our opinion is not binding upon either the Internal Revenue Service or any court. Thus, no assurances can be given that a position taken in reliance on our opinion will not be challenged by the Internal Revenue Service or rejected by a court. Qualification of the Company as a REIT will depend upon the Company’s satisfaction, through actual annual operating results and other annual requirements, of the various qualification tests contained in the Code and related Treasury regulations. We do not undertake to monitor whether the Company will, in fact, through actual annual operating results and other annual requirements, satisfy the various qualification tests for the taxable year ending December 31, 2013, or any subsequent taxable years. Accordingly, no assurance can be given that the actual results of the Company’s operations for any particular taxable year will satisfy the tests necessary to qualify as or be taxed as a REIT under the Code.

We do not express any opinion herein concerning any law other than the federal law of the United States.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Exhibit 10.1

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

BRIXMOR OPERATING PARTNERSHIP LP

a Delaware limited partnership

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR

THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,

TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH

REGISTRATION, UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE

PARTNERSHIP THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE

EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER

APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

dated as of , 2013

TABLE OF CONTENTS


		Page

ARTICLE 1 DEFINED TERMS			1

ARTICLE 2 ORGANIZATIONAL MATTERS			16

Section 2.1	Formation		16
Section 2.2	Name		16
Section 2.3	Registered Office and Registered Agent; Principal Executive Office		16
Section 2.4	Power of Attorney		16
Section 2.5	Term		17
Section 2.6	Partnership Interests Are Securities		17
Section 2.7	Admission		18

ARTICLE 3 PURPOSE			18

Section 3.1	Purpose and Business		18
Section 3.2	Powers		18
Section 3.3	Partnership Only for Purposes Specified		18
Section 3.4	Representations and Warranties by the Partners		19

ARTICLE 4 CAPITAL CONTRIBUTIONS			21

Section 4.1	Capital Contributions of the Partners		21
Section 4.2	Issuances of Additional Partnership Interests		21
Section 4.3	Additional Funds and Capital Contributions		22
Section 4.4	Stock Option Plans and Equity Plans		23
Section 4.5	Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan		24
Section 4.6	No Interest; No Return		24
Section 4.7	Conversion or Redemption of REIT Shares and Capital Shares		24
Section 4.8	Other Contribution Provisions		25

ARTICLE 5 DISTRIBUTIONS			25

Section 5.1	Requirement and Characterization of Distributions		25
Section 5.2	Distributions in Kind		25
Section 5.3	Amounts Withheld		25
Section 5.4	Distributions upon Liquidation		26
Section 5.5	Distributions to Reflect Additional Partnership Units		26
Section 5.6	Restricted Distributions		26

ARTICLE 6 ALLOCATIONS			26

Section 6.1	Timing and Amount of Allocations of Net Income and Net Loss		26
Section 6.2	General Allocations		26
Section 6.3	Regulatory Allocation Provisions		27
Section 6.4	Tax Allocations		29



ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS		29

Section 7.1	Management	29
Section 7.2	Certificate of Limited Partnership	34
Section 7.3	Restrictions on General Partner’s Authority	34
Section 7.4	Reimbursement of the General Partner and the Special Limited Partner	36
Section 7.5	Outside Activities of the General Partner and the Special Limited Partner	37
Section 7.6	Transactions with Affiliates	38
Section 7.7	Indemnification	39
Section 7.8	Liability of the General Partner and its Affiliates	41
Section 7.9	Other Matters Concerning the General Partner and the Special Limited Partner	44
Section 7.10	Title to Partnership Assets	44
Section 7.11	Reliance by Third Parties	45

ARTICLE 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS		45

Section 8.1	Limitation of Liability	45
Section 8.2	Management of Business	45
Section 8.3	Outside Activities of Limited Partners	45
Section 8.4	Return of Capital	46
Section 8.5	Rights of Limited Partners Relating to the Partnership	46
Section 8.6	Partnership Right to Call Limited Partner Interests	47

ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS		47

Section 9.1	Records and Accounting	47
Section 9.2	Partnership Year	48
Section 9.3	Reports	48

ARTICLE 10 TAX MATTERS		48

Section 10.1	Preparation of Tax Returns	48
Section 10.2	Tax Elections	49
Section 10.3	Tax Matters Partner	49
Section 10.4	Withholding	50
Section 10.5	Organizational Expenses	50
Section 10.6	Treatment of Partnership as Disregarded Entity	50

ARTICLE 11 PARTNER TRANSFERS AND WITHDRAWALS		50

Section 11.1	Transfer	50
Section 11.2	Transfer of General Partner’s Partnership Interest	51
Section 11.3	Limited Partners’ Rights to Transfer	52
Section 11.4	Admission of Substituted Limited Partners	54
Section 11.5	Assignees	55
Section 11.6	General Provisions	55

ARTICLE 12 ADMISSION OF PARTNERS		57

Section 12.1	Admission of Successor General Partner	57
Section 12.2	Admission of Additional Limited Partners	57


Section 12.3	Amendment of Agreement and Certificate of Limited Partnership	58
Section 12.4	Limit on Number of Partners	58
Section 12.5	Admission	58

ARTICLE 13 DISSOLUTION, LIQUIDATION AND TERMINATION		59

Section 13.1	Dissolution	59
Section 13.2	Winding Up	59
Section 13.3	Deemed Contribution and Distribution	61
Section 13.4	Rights of Holders	61
Section 13.5	Notice of Dissolution	61
Section 13.6	Cancellation of Certificate of Limited Partnership	61
Section 13.7	Reasonable Time for Winding-Up	61

ARTICLE 14 PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS		62

Section 14.1	Procedures for Actions and Consents of Partners	62
Section 14.2	Amendments	62
Section 14.3	Actions and Consents of the Partners	62

ARTICLE 15 GENERAL PROVISIONS		63

Section 15.1	Redemption Rights of Qualifying Parties	63
Section 15.2	Addresses and Notice	67
Section 15.3	Titles and Captions	67
Section 15.4	Pronouns and Plurals	67
Section 15.5	Further Action	67
Section 15.6	Binding Effect	67
Section 15.7	Waiver	67
Section 15.8	Counterparts	68
Section 15.9	Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial	68
Section 15.10	Entire Agreement	69
Section 15.11	Invalidity of Provisions	69
Section 15.12	Limitation to Preserve REIT Status	69
Section 15.13	No Partition	70
Section 15.14	No Third-Party Rights Created Hereby	70
Section 15.15	No Rights as Stockholders	70

iii

Exhibits List

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF BRIXMOR OPERATING PARTNERSHIP LP

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BRIXMOR OPERATING PARTNERSHIP LP, dated as of [ ], 2013, is made and entered into by and among Brixmor OP GP LLC, a Delaware limited liability company, as the General Partner, BPG Subsidiary Inc., a Delaware corporation, as the Special Limited Partner, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed in the books and records of the Partnership. This Agreement shall be effective at the Effective Time.

WHEREAS, the Partnership was originally formed by the General Partner and the Special Limited Partner on May 23, 2011; and

WHEREAS, the General Partner and the Special Limited Partner desire to amend and restate the Original Partnership Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement:

“ Act ” means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time, and any successor to such statute.

“ Actions ” has the meaning set forth in Section 7.7 hereof.

“A dditional Funds ” has the meaning set forth in Section 4.3A hereof.

“ Additional Limited Partner ” means a Person who is admitted to the Partnership as a limited partner pursuant to Section 12.2A hereof and listed in the books and records of the Partnership.

“ Adjusted Capital Account ” means, with respect to any Partner, the balance in such Partner’s Capital Account as of the end of the relevant Partnership Year or other applicable period, after giving effect to the following adjustments:

(i) increase such Capital Account by any amounts that such Partner is obligated to restore pursuant to this Agreement upon liquidation of such Partner’s Partnership Interest or that such Person is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentence of each of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii) decrease such Capital Account by the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of “Adjusted Capital Account” is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Adjusted Capital Account Deficit ” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Adjusted Capital Account as of the end of the relevant Partnership Year or other applicable period.

“ Affiliate ” means, with respect to any Person, any Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” means this Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, as now or hereafter amended, restated, modified, supplemented or replaced.

“ Applicable Percentage ” has the meaning set forth in Section 15.1.B hereof.

“ Appraisal ” means, with respect to any assets, the written opinion of an independent third party experienced in the valuation of similar assets, selected by the General Partner in its sole discretion. Such opinion may be in the form of an opinion by such independent third party that the value for such property or asset as set by the General Partner is fair, from a financial point of view, to the Partnership.

“ Assignee ” means a Person to whom a Partnership Interest has been Transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5 hereof.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

“ Capital Account ” means, with respect to any Partner, the capital account maintained by the General Partner for such Partner on the Partnership’s books and records in accordance with the following provisions:

(i) To each Partner’s Capital Account, there shall be added such Partner’s Capital Contributions, such Partner’s distributive share of Net Income and any items in the nature of income or gain that are specially allocated pursuant to Section 6.3 hereof, and the amount of any Partnership liabilities assumed by such Partner or that are secured by any property distributed to such Partner.

(ii) From each Partner’s Capital Account, there shall be subtracted the amount of cash and the Gross Asset Value of any Partnership property distributed to such Partner pursuant to any provision of this Agreement, such Partner’s distributive share of Net Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 6.3 hereof, and the amount of any liabilities of such Partner assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership (except to the extent already reflected in the amount of such Partner’s Capital Contribution).

(iii) In the event any interest in the Partnership is Transferred in accordance with the terms of this Agreement (which Transfer does not result in the termination of the Partnership for federal income tax purposes), the transferee shall succeed to the Capital Account of the transferor to the extent that it relates to the Transferred interest.

(iv) In determining the amount of any liability for purposes of subsections (i) and (ii) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

(v) The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations promulgated under Section 704 of the Code, and shall be interpreted and applied in a manner consistent with such Regulations. If the General Partner shall determine that it is necessary or prudent to modify the manner in which the Capital Accounts are maintained in order to comply with such Regulations, the General Partner may make such modification, provided that such modification is not likely to have any material adverse effect on the amounts distributable to any Partner pursuant to Article 13 hereof upon the dissolution of the Partnership. The General Partner may, in its sole and absolute discretion, (a) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q) and (b) make any appropriate modifications in the event that unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b) or Section 1.704-2.

“ Capital Contribution ” means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any Contributed Property that such Partner contributes or is deemed to contribute to the Partnership pursuant to Article 4 hereof.

“ Capital Share ” means a share of any class or series of stock of the Special Limited Partner now or hereafter authorized other than a REIT Share.

“ Cash Amount ” means an amount of cash equal to the product of (i) the Value of a Parent Share and (ii) the Parent Shares Amount determined as of the applicable Valuation Date.

“ Certificate ” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware, as amended from time to time in accordance with the terms hereof and the Act.

“ Charity ” means an entity described in Section 501(c)(3) of the Code or any trust all the beneficiaries of which are such entities.

“ Closing Price ” has the meaning set forth in the definition of “ Value .”

“ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time or any successor statute thereto, as interpreted by the applicable Regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“ Consent ” means the consent to, approval of, or vote in favor of a proposed action by a Partner given in accordance with Article 14 hereof.

“ Consent of the General Partner ” means the Consent of the sole General Partner, which Consent, except as otherwise specifically required by this Agreement, may be obtained prior to or after the taking of any action for which it is required by this Agreement and may be given or withheld by the General Partner in its sole and absolute discretion.

“ Consent of the Limited Partners ” means the Consent of a Majority in Interest of the Limited Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and, except as otherwise provided in this Agreement, may be given or withheld by each Limited Partner in its sole and absolute discretion.

“ Contributed Property ” means each Property or other asset, in such form as may be permitted by the Act, but excluding cash, contributed or deemed contributed to the Partnership (or deemed contributed by the Partnership to a “new” partnership pursuant to Code Section 708).

“ Controlled Entity ” means, as to any Partner, (a) any corporation more than fifty percent (50%) of the outstanding voting stock of which is owned by such Partner or such Partner’s Family Members or Affiliates, (b) any trust, whether or not revocable, of which such Partner or such Partner’s Family Members or Affiliates are the sole beneficiaries, (c) any partnership of which such Partner or its Affiliates are the managing partners and in which such Partner, such Partner’s Family Members or Affiliates hold partnership interests representing at least twenty-five percent (25%) of such partnership’s capital and profits and (d) any limited liability company of which such Partner or its Affiliates are the managers and in which such Partner, such Partner’s Family Members or Affiliates hold membership interests representing at least twenty-five percent (25%) of such limited liability company’s capital and profits.

“ Cut-Off Date ” means the fifth (5th) Business Day after the General Partner’s receipt of a Notice of Redemption.

“ Debt ” means, as to any Person, as of any date of determination: (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services; (ii) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person; (iii) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof; and (iv) lease obligations of such Person that, in accordance with generally accepted accounting principles, should be capitalized.

“ Delaware Courts ” has the meaning set forth in Section 15.9.B hereof.

“ Depreciation ” means, for each Partnership Year or other applicable period, an amount equal to the federal income tax depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided , however , that if the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner in its sole discretion.

“ Disregarded Entity ” means, with respect to any Person, (i) any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) of such Person, (ii) any entity treated as a disregarded entity for federal income tax purposes with respect to such Person, or (iii) any grantor trust if the sole owner of the assets of such trust for federal income tax purposes is such Person.

“ Distributed Right ” has the meaning set forth in the definition of “ REIT Share Adjustment Factor . ”

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“ Family Members ” means, as to a Person that is an individual, such Person’s spouse, ancestors, descendants (whether by blood or by adoption or step-descendants by marriage, civil union, domestic partnership or equivalent status), brothers and sisters, nieces and nephews and inter vivos or testamentary trusts (whether revocable or irrevocable) of which only such Person and his or her spouse, ancestors, descendants (whether by blood or by adoption or step-descendants by marriage, civil union, domestic partnership or equivalent status), brothers and sisters and nieces and nephews are beneficiaries.

“ Flow-Through Partners ” has the meaning set forth in Section 3.4.C hereof.

“ Flow-Through Entity ” has the meaning set forth in Section 3.4.C hereof.

“ Funding Debt ” means any Debt incurred by or on behalf of the General Partner, the Special Limited Partner or Parent for the purpose of providing funds to the Partnership.

“ General Partner ” means Brixmor OP GP LLC and its successors and assigns as a general partner of the Partnership, in each case, that is admitted from time to time to the Partnership as a general partner pursuant to the Act and this Agreement and is listed as a general partner in the books and records of the Partnership, in such Person’s capacity as a general partner of the Partnership.

“ General Partner Interest ” means the entire Partnership Interest held by a General Partner hereof, which Partnership Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or any other Partnership Units.

“ Gross Asset Value ” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset on the date of contribution, as determined by the General Partner and agreed to by the contributing Person.

(b) The Gross Asset Values of all Partnership assets immediately prior to the occurrence of any event described in clauses (i) through (v) below shall be adjusted to equal their respective gross fair market values, as determined by the General Partner using such reasonable method of valuation as it may adopt, as of the following times:

(i) the acquisition of an additional interest in the Partnership (other than in connection with the execution of this Agreement but including, without limitation, acquisitions pursuant to Section 4.2 hereof or contributions or deemed contributions by the General Partner pursuant to Section 4.2 hereof) by a new or existing Partner in exchange for more than a de minimis Capital Contribution, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

(ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an interest in the Partnership if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

(iii) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);

(iv) the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of becoming a Partner of the Partnership, if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and

(v) at such other times as the General Partner shall reasonably determine necessary or advisable in order to comply with Regulations Sections 1.704-1(b) and 1.704-2.

(c) The Gross Asset Value of any Partnership asset distributed to a Partner shall be the gross fair market value of such asset on the date of distribution, as determined by the distributee and the General Partner; provided , however , that if the distributee is the General Partner or if the distributee and the General Partner cannot agree on such a determination, such gross fair market value shall be determined by Appraisal.

(d) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided , however , that Gross Asset Values shall not be adjusted pursuant to this subsection (d) to the extent that the General Partner reasonably determines that an adjustment pursuant to subsection (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d).

(e) If the Gross Asset Value of a Partnership asset has been determined or adjusted pursuant to subsection (a), subsection (b) or subsection (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses.

“ Hart-Scott-Rodino Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Holder ” means either (a) a Partner or (b) an Assignee owning a Partnership Interest.

“ Incapacity ” or “ Incapacitated ” means: (i) as to any Partner who is an individual, death, total physical disability or entry by a court of competent jurisdiction adjudicating such Partner incompetent to manage his or her person or his or her estate; (ii) as to any Partner that is a corporation or limited liability company, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; (iii) as to any Partner that is a partnership, the dissolution and commencement of winding up of the partnership; (iv) as to any Partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the Partnership; (v) as to any trustee of a trust that is a Partner, the termination of the trust (but not the substitution of a new trustee); or (vi) as to any Partner, the bankruptcy of such Partner. For purposes of this definition, bankruptcy of a Partner shall be deemed to have occurred when

(a) the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief of or against such Partner under any bankruptcy, insolvency or other similar law now or hereafter in effect, (b) the Partner is adjudged as bankrupt or insolvent, or a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Partner, (c) the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors, (d) the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described in clause (b) above, (e) the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or Liquidator for the Partner or for all or any substantial part of the Partner’s properties, (f) any proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof, (g) the appointment without the Partner’s consent or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety (90) days of such appointment, or (h) an appointment referred to in clause (g) above is not vacated within ninety (90) days after the expiration of any such stay.

“ Indemnitee ” means (i) any Person made, or threatened to be made, a party to a proceeding by reason of its status as (a) Parent, the Special Limited Partner or the General Partner or (b) a member, manager or managing member of the General Partner or a director or officer of Parent or the Special Limited Partner or an employee or agent of Parent, the Special Limited Partner, the General Partner or the Partnership, and (ii) such other Persons (including Affiliates or employees of Parent, the Special Limited Partner, the General Partner or the Partnership) as the General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“ IRS ” means the United States Internal Revenue Service.

“ Limited Partner ” means any Person that is admitted from time to time to the Partnership as a limited partner pursuant to the Act and this Agreement and is listed as a limited partner in the books and records of the Partnership, including the Special Limited Partner, any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a limited partner of the Partnership.

“ Limited Partner Interest ” means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

“ Liquidating Event ” has the meaning set forth in Section 13.1 hereof.

“ Liquidating Gains ” means any net gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any Liquidating Event or Terminating Capital Transaction), including but not limited to net gain realized in connection with an adjustment to the Gross Asset Value of Partnership assets under the definition of Gross Asset Value in Section 1 of this Agreement.

“ Liquidator ” has the meaning set forth in Section 13.2.A hereof.

“ Majority in Interest of the Limited Partners ” means Limited Partners holding in the aggregate Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Limited Partners.

“ Majority in Interest of the Partners ” means Partners holding in the aggregate Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Partners entitled to Consent to or withhold Consent from a proposed action.

“ Market Price ” has the meaning set forth in the definition of “ Value .”

“ Net Income ” or “ Net Loss ” means, for each Partnership Year or other applicable period, an amount equal to the Partnership’s taxable income or loss for such year or other applicable period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Net Income (or Net Loss) pursuant to this definition of “Net Income” or “Net Loss” shall be added to (or subtracted from, as the case may be) such taxable income (or loss);

(b) Any expenditure of the Partnership described in Code Section 705(a)(2)(B) or treated as a Code Section 705(a)(2)(B) expenditure pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income (or Net Loss) pursuant to this definition of “Net Income” or “Net Loss,” shall be subtracted from (or added to, as the case may be) such taxable income (or loss);

(c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) or subsection (c) of the definition of “Gross Asset Value,” the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss;

(d) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(e) In lieu of the depreciation, amortization and other cost recovery deductions that would otherwise be taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Partnership Year or other applicable period;

(f) To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Income or Net Loss; and

(g) Notwithstanding any other provision of this definition of “Net Income” or “Net Loss,” any item that is specially allocated pursuant to Section 6.3 hereof shall not be taken into account in computing Net Income or Net Loss. The amounts of the items of Partnership income, gain, loss or deduction available to be specially allocated pursuant to Section 6.3 hereof shall be determined by applying rules analogous to those set forth in this definition of “Net Income” or “Net Loss.”

“ New Securities ” means (i) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase REIT Shares or Preferred Shares, excluding grants under the Stock Option Plans, or (ii) any Debt issued by the Special Limited Partner that provides any of the rights described in clause (i).

“ Nonrecourse Deductions ” has the meaning ascribed to the term “nonrecourse deductions” in Regulations Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(c).

“ Nonrecourse Liability ” has the meaning ascribed to the term “nonrecourse deductions” in Regulations Sections 1.704-2(b)(3) and 1.752-1(a)(2).

“ Notice of Redemption ” means the Notice of Redemption substantially in the form of Exhibit B attached to this Agreement.

“ Original Partnership Agreement ” means the Agreement of Limited Partnership of the Partnership, dated as of May 23, 2011, by and between the General Partner and the Special Limited Partner.

“ Parent ” means Brixmor Property Group Inc., the majority stockholder of the Special Limited Partner.

“ Parent Charter ” means the certificate of incorporation or charter of Parent, as the same may be amended, restated, modified, supplemented or replaced from time to time.

“ Parent Share ” means a share of common stock of Parent, $0.01 par value per share.

“ Parent Share Adjustment Factor ” means, as of any date of determination, the number of Parent Shares deliverable on such date (without giving effect to any applicable restricted period or similar restriction on the ability of a holder of REIT Shares to make exchanges) in exchange for one REIT Share pursuant to the terms of that certain exchange agreement among the Special Limited Partner, the stockholders of the Special Limited Partner, Parent and the other parties thereto, providing for the exchange from time to time of REIT Shares for Parent Shares.

“ Parent Share Ownership Limit ” means the restriction or restrictions on the ownership and transfer of stock of Parent imposed under the Parent Charter.

“ Parent Shares Amount ” means a number of Parent Shares equal to the product of (a) the number of Tendered Units and (b) the Parent Share Adjustment Factor; provided , however , that, in the event that Parent issues to all holders of Parent Shares as of a certain record date rights, options, warrants or convertible or exchangeable securities entitling Parent’s stockholders to subscribe for or purchase Parent Shares, or any other securities or property (collectively, the “ Rights ”), with the record date for such Rights issuance falling within the period starting on the date of the Notice of Redemption and ending on the day immediately preceding the Specified Redemption Date, which Rights will not be distributed before the relevant Specified Redemption Date, then the Parent Shares Amount shall also include such Rights that a holder of that number of Parent Shares would be entitled to receive, expressed, where relevant hereunder, in a number of Parent Shares determined by the Special Limited Partner.

“ Partner ” means the General Partner or a Limited Partner, and “ Partners ” means the General Partner and the Limited Partners.

“ Partner Nonrecourse Debt Minimum Gain ” has the meaning ascribed to the term “partner nonrecourse debt minimum gain” in Regulations Section 1.704-2(i)(2).

“ Partner Nonrecourse Debt ” has the meaning set forth in Regulations Section 1.704-2(b)(4).

“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” in Regulations Section 1.704-2(i)(1), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

“ Partnership ” means the limited partnership formed under the Act by the execution of the Original Partnership Agreement and the filing of the Certificate of Limited Partnership with the Secretary of State of the State of Delaware, and continued under the Act and pursuant to this Agreement, and any successor thereto.

“ Partnership Common Unit ” means a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Sections 4.1 and 4.2 hereof, but does not include any Partnership Preferred Unit or any other Partnership Unit specified in a Partnership Unit Designation as being other than a Partnership Common Unit.

“ Partnership Equivalent Units ” has the meaning set forth in Section 4.7.A hereof.

“ Partnership Interest ” means an ownership interest in the Partnership held by either a Limited Partner or a General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. There may be one or more classes or series of Partnership Interests. A Partnership Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

“ Partnership Minimum Gain ” has the meaning ascribed to the term “partner nonrecourse deductions” in Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

“ Partnership Preferred Unit ” means a fractional, undivided share of the Partnership Interests that the General Partner has caused the Partnership to issue pursuant to Section 4.2 hereof that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Partnership Common Units.

“ Partnership Record Date ” means the record date established by the General Partner for a distribution pursuant to Section 5.1 hereof, which record date shall generally be the same as the record date established by each of the Special Limited Partner and Parent for a distribution to its respective stockholders of some or all of its portion of such distribution.

“ Partnership Unit ” means a Partnership Common Unit, a Partnership Preferred Unit or any other unit of the fractional, undivided share of the Partnership Interests that the General Partner has caused the Partnership to issue pursuant to Section 4.1, Section 4.2 or Section 4.3 hereof; provided , however , that Partnership Units comprising a General Partner Interest or a Limited Partner Interest shall have the differences in rights and privileges as specified in this Agreement.

“ Partnership Unit Designation ” shall have the meaning set forth in Section 4.2.A hereof.

“ Partnership Year ” means the fiscal year of the Partnership, which shall be the calendar year.

“ Percentage Interest ” means, with respect to each Partner, the fraction, expressed as a percentage, the numerator of which is the aggregate number of Partnership Units of all classes and series held by such Partner and the denominator of which is the total number of Partnership Units of all classes and series held by all Partners; provided, however , that, to the extent applicable in context, the term “Percentage Interest” means, with respect to a Partner, the fraction, expressed as a percentage, the numerator of which is the aggregate number of Partnership Units of a specified class or series (or specified group of classes and/or series) held by such Partner and the denominator of which is the total number of Partnership Units of such specified class or series (or specified group of classes and/or series) held by all Partners.

“ Permitted Transfer ” has the meaning set forth in Section 11.3.A hereof.

“ Person ” means an individual or a corporation, partnership, trust, unincorporated organization, association, limited liability company or other entity.

“ Pledge ” has the meaning set forth in Section 11.3.A hereof.

“ Preferred Share ” means a share of stock of the Special Limited Partner of any class or series now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares.

“ Properties ” means any assets and property of the Partnership such as, but not limited to, interests in real property and personal property, including, without limitation, fee interests, interests in ground leases, easements and rights of way, interests in limited liability companies, joint ventures or partnerships, interests in mortgages, and Debt instruments as the Partnership may hold from time to time and “ Property ” means any one such asset or property.

“ Qualified DRIP/COPP ” means a dividend reinvestment plan or a cash option purchase plan of the Special Limited Partner that permits participants to acquire REIT Shares using the proceeds of dividends paid by the Special Limited Partner or cash of the participant, respectively; provided, however, that if such shares are offered at a discount, such discount must (i) be designed to pass along to the stockholders of the Special Limited Partner the savings enjoyed by the Special Limited Partner in connection with the avoidance of stock issuance costs, and (ii) not exceed 5% of the value of a REIT Share as computed under the terms of such plan.

“ Qualified Transferee ” means an “accredited investor” as defined in Rule 501 promulgated under the Securities Act.

“ Qualifying Party ” means (a) a Limited Partner, (b) an Assignee or (c) a Person, including a lending institution as the pledgee of a Pledge, who is the transferee of a Limited Partner Interest in a Permitted Transfer; provided , however , that a Qualifying Party shall not include the Special Limited Partner.

“ Redemption ” has the meaning set forth in Section 15.1.A hereof.

“ Regulations ” means the income tax regulations under the Code, whether such regulations are in proposed, temporary or final form, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Regulatory Allocations ” has the meaning set forth in Section 6.3.A(viii) hereof.

“ REIT ” means a real estate investment trust qualifying under Code Section 856.

“ REIT Partner ” means (a) the Special Limited Partner or any Affiliate of the Special Limited Partner to the extent such person has in place an election to qualify as a REIT and (b) any Disregarded Entity with respect to any such Person.

“ REIT Payment ” has the meaning set forth in Section 15.12 hereof.

“ REIT Requirements ” has the meaning set forth in Section 5.1 hereof.

“ REIT Share ” means a share of common stock of the Special Limited Partner, $0.01 par value per share, but shall not include any class or series of the Special Limited Partner’s common stock created after the date of this Agreement.

“ REIT Share Adjustment Factor ” means 1.0; provided, however, that in the event that:

(i) the Special Limited Partner (a) declares or pays a dividend on its outstanding REIT Shares wholly or partly in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares wholly or partly in REIT Shares, (b) splits or subdivides its outstanding REIT Shares or (c) effects a reverse stock split or otherwise combines its outstanding REIT Shares into a smaller number of REIT Shares, the REIT Share Adjustment Factor shall be adjusted by multiplying the REIT Share Adjustment Factor previously in effect by a fraction, (i) the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, split, subdivision, reverse split or combination (assuming for such purposes that such dividend, distribution, split, subdivision, reverse split or combination has occurred as of such time) and (ii) the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, split, subdivision, reverse split or combination;

(ii) the Special Limited Partner distributes any rights, options or warrants to all holders of its REIT Shares to subscribe for or to purchase or to otherwise acquire REIT Shares, or other securities or rights convertible into, exchangeable for or exercisable for REIT Shares, at a price per share less than the Value of a REIT Share on the record date for such distribution (other than REIT Shares issuable pursuant to a Qualified DRIP/COPP or as compensation to employees or other service providers) (each a “ Distributed Right “), then, as of the distribution date of such Distributed Rights or, if later, the date such Distributed Rights become exercisable, the REIT Share Adjustment Factor shall be adjusted by multiplying the REIT Share Adjustment Factor previously in effect by a fraction (a) the numerator of which shall be the number of REIT Shares issued and outstanding on the record date (or, if later, the date such Distributed Rights become exercisable) plus the maximum number of REIT Shares purchasable under such Distributed Rights and (b) the denominator of which shall be the number of REIT Shares issued and outstanding on the record date (or, if later, the date such Distributed Rights become exercisable) plus a fraction (1) the numerator of which is the maximum number of REIT Shares purchasable under such Distributed Rights times the minimum purchase price per REIT Share under such Distributed Rights and (2) the denominator of which is the Value of a REIT Share as of the record date (or, if later, the date such Distributed Rights become exercisable); provided, however, that, if any such Distributed Rights expire or become no longer exercisable, then the REIT Share Adjustment Factor shall be adjusted, effective retroactive to the date of distribution of the Distributed Rights (or if applicable, the later date that the Distributed Rights became exercisable), to reflect a reduced maximum number of REIT Shares or any change in the minimum purchase price for the purposes of the above fraction; and

(iii) the Special Limited Partner shall, by dividend or otherwise, distribute to all holders of its REIT Shares evidences of its indebtedness or assets (including securities, but excluding any dividend or distribution referred to in subsection (i) or (ii) above), which evidences of indebtedness or assets relate to assets not received by the Special Limited Partner pursuant to a pro rata distribution by the Partnership, then the REIT Share Adjustment Factor shall be adjusted to equal the amount determined by multiplying the REIT Share Adjustment Factor in effect immediately prior to the close of business as of the record date by a fraction (a) the numerator of which shall be such Value of a REIT Share as of the record date and (b) the denominator of which shall be the Value of a REIT Share as of the record date less the then fair market value (as determined by the General Partner, whose determination shall be conclusive) of the portion of the evidences of indebtedness or assets so distributed applicable to one REIT Share.

Notwithstanding the foregoing, no adjustments to the REIT Share Adjustment Factor will be made for any class or series of Partnership Interests to the extent that the Partnership makes or effects any correlative distribution or payment to all of the Partners holding Partnership Interests of such class or series, or effects any correlative split or reverse split in respect of the Partnership Interests of such class or series. Any adjustments to the REIT Share Adjustment Factor shall become effective immediately after such event, retroactive to the record date, if any, for such event. For illustrative purposes, examples of adjustments to the REIT Share Adjustment Factor are set forth on Exhibit A attached hereto.

“ REIT Share Ownership Limit ” means the restriction or restrictions on the ownership and transfer of stock of the Special Limited Partner imposed under the Special Limited Partner Charter.

“ Related Party ” means, with respect to any Person, any other Person to whom ownership of shares of the Special Limited Partner’s stock by the first such Person would be attributed under Code Section 544 (as modified by Code Section 856(h)(1)(B)) or Code Section 318(a) (as modified by Code Section 856(d)(5)).

“ Restricted Period ” means, as to any Qualifying Party, a fourteen -month period ending on the day before the first fourteen-month anniversary of such Qualifying Party’s first becoming a Holder of Partnership Common Units; provided , however , that the General Partner may, in its sole and absolute discretion, by written agreement with a Qualifying Party, shorten or lengthen the applicable Restricted Period to a period of shorter or longer than fourteen (14) months, without the consent of any other Partner and such written agreement shall govern the Restricted Period with respect to such Qualifying Party notwithstanding Section 14.2 hereof; provided further , that the General Partner hereby agrees that (i) no such period shall apply to affiliates of The Blackstone Group L.P. or Centerbridge Partners, L.P., and (ii) every other Qualifying Party that is a Limited Partner as of the date of the closing of the initial public offering of Parent Shares by Parent shall be subject to a restriction that ends on the one-year anniversary of the closing of such initial public offering.

“ Rights ” has the meaning set forth in the definition of “ Parent Shares Amount .”

“Safe Harbors” has the meaning set forth in Section 11.3.D hereof.

“SEC” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“ Special Limited Partner ” means BPG Subsidiary Inc., a Delaware corporation, and its successors and assigns as the Special Limited Partner of the Partnership, in each case, that is admitted from time to time as a Limited Partner pursuant to the Act and this Agreement and is listed as the Special

Limited Partner in the books and records of the Partnership, in such Person’s capacity as the Special Limited Partner of the Partnership. For the avoidance of doubt, to the extent that the Special Limited Partner merges or consolidates with and into Parent or any wholly-owned subsidiary of Parent, with Parent or such wholly-owned subsidiary of Parent continuing as the surviving corporation, or Transfers its interest in the Partnership to Parent or any wholly-owned subsidiary of Parent, Parent or such wholly-owned subsidiary of Parent shall become and be admitted as the Special Limited Partner without any action by the General Partner or any other Person.

“ Special Limited Partner Charter ” means the certificate of incorporation of the Special Limited Partner, within the meaning of Section 102 of the General Corporation Law of the State of Delaware, as such certificate of incorporation may be amended, restated, modified, supplemented or replaced from time to time.

“ Special Redemption ” has the meaning set forth in Section 15.1.A hereof.

“ Specified Redemption Date ” means the tenth (10th) Business Day after the receipt by the General Partner of a Notice of Redemption; provided , however , that no Specified Redemption Date shall occur during the Restricted Period, if any, applicable to the Tendering Party (except pursuant to a Special Redemption).

“ Stock Option Plans ” means any stock option plan now or hereafter adopted by the Partnership, the General Partner, the Special Limited Partner or Parent.

“ Subsidiary ” means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person; provided, however, that, with respect to the Partnership, “ Subsidiary ” means solely a partnership or limited liability company (taxed, for federal income tax purposes, as a partnership or as a Disregarded Entity and not as an association or publicly traded partnership taxable as a corporation) of which the Partnership is a member or any “taxable REIT subsidiary” of the Special Limited Partner in which the Partnership owns shares of stock, unless the ownership of shares of stock of a corporation or other entity (other than a “taxable REIT subsidiary”) will not jeopardize the Special Limited Partner’s status as a REIT or any Special Limited Partner Affiliate’s status as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), in which event the term “Subsidiary” shall include such corporation or other entity.

“ Substituted Limited Partner ” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4 hereof.

“ Surviving Partnership ” has the meaning set forth in Section 11.2.B(ii) hereof.

“ Tax Items ” has the meaning set forth in Section 6.4.A hereof.

“ Tendered Units ” has the meaning set forth in Section 15.1.A hereof.

“ Tendering Party ” has the meaning set forth in Section 15.1.A hereof.

“ Terminating Capital Transaction ” means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership, in any case, not in the ordinary course of the Partnership’s business.

“ Termination Transaction ” has the meaning set forth in Section 11.2.B hereof.

“ Transfer ” means any sale, assignment, bequest, conveyance, devise, gift (outright or in trust), Pledge, encumbrance, hypothecation, mortgage, exchange, transfer or other disposition or act of alienation, whether voluntary, involuntary or by operation of law; provided , however , that when the term is used in Article 11 hereof, except as otherwise expressly provided, “ Transfer ” does not include (a) any Redemption of Partnership Common Units by the Partnership, or acquisition of Tendered Units by the Special Limited Partner, pursuant to Section 15.1, (b) any pledge, encumbrance, hypothecation or mortgage by the General Partner of all or any portion of its Partnership Interest or (c) any redemption of Partnership Units pursuant to any Partnership Unit Designation. The terms “ Transferred ” and “ Transferring ” have correlative meanings.

“ Valuation Date ” means the date of receipt by the General Partner of a Notice of Redemption pursuant to Section 15.1 herein, or such other date as specified herein, or, if such date is not a Business Day, the immediately preceding Business Day.

“ Value ” means, with respect to:

(i) a Parent Share, on any Valuation Date, the average of the daily Market Prices for ten (10) consecutive trading days immediately preceding the Valuation Date. The term “ Market Price “ on any date means, the Closing Price for such Parent Shares on such date. The “ Closing Price “ on any date means the last sale price for such Parent Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Parent Shares, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if such Parent Shares are not listed or admitted to trading on the New York Stock Exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Parent Shares are listed or admitted to trading or, if such Parent Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if such Parent Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Parent Shares selected by the General Partner or, in the event that no trading price is available for such Parent Shares, the fair market value of the Parent Shares, as determined by the General Partner in its sole discretion; and

(ii) a REIT Share, unless otherwise determined by the General Partner in its sole discretion, the product of (x) the Value of a Parent Share as of the applicable date of determination determined in accordance with clause (i) of this definition multiplied by (y) the Parent Share Adjustment Factor.

In the event that the Parent Shares Amount includes Rights that a holder of Parent Shares would be entitled to receive, then the Value of such Rights shall be determined by the General Partner on the basis of such quotations and other information as it considers appropriate.

ARTICLE 2

ORGANIZATIONAL MATTERS

Section 2.1 Formation .

The Partnership is a limited partnership heretofore formed and continued pursuant to the provisions of the Act and upon the terms and subject to the conditions set forth in this Agreement. The Partners hereby approve, ratify and confirm the amendment and restatement of the Original Partnership Agreement, and this Agreement shall be effective upon the execution by the General Partner and the Special Limited Partner (the “Effective Time”). Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

Section 2.2 Name .

The name of the Partnership is “Brixmor Operating Partnership LP.” The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “LP,” L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership at any time and from time to time and shall notify the Partners of such change in the next regular communication to the Partners.

Section 2.3 Registered Office and Registered Agent; Principal Executive Office .

The address of the registered office of the Partnership in the State of Delaware is located at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, or such other place as the General Partner may from time to time designate by amendment to the Certificate, and the name and address of the registered agent of the Partnership in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, or such other registered agent as the General Partner may from time to time designate by amendment to the Certificate. The principal office of the Partnership is located at 420 Lexington Avenue, 7 ^th Floor, New York, New York 10170, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places as the General Partner deems advisable.

Section 2.4 Power of Attorney .

A. Each Limited Partner and Assignee hereby irrevocably constitutes and appoints the General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each (the “ Attorney in Fact “), and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

(1) execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices: (a) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments, supplements or restatements thereof) that the Attorney in Fact deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (b) all instruments that the Attorney in Fact deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement duly adopted in accordance with its terms; (c) all conveyances and other instruments or documents that the Attorney in Fact deems appropriate or necessary to reflect the dissolution and winding up of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (d) all conveyances and other instruments or documents that the Attorney in Fact

deems appropriate or necessary to reflect the distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; (e) all instruments relating to the admission, acceptance, withdrawal, removal or substitution of any Partner pursuant to the terms of this Agreement or the Capital Contribution of any Partner; and (f) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges relating to Partnership Interests; and

(2) execute, swear to, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the Attorney in Fact, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement.

Nothing contained herein shall be construed as authorizing the Attorney in Fact to amend this Agreement except in accordance with Section 14.2 hereof or as may be otherwise expressly provided for in this Agreement.

B. The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the Attorney in Fact to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the Transfer of all or any portion of such Person’s Partnership Interest and shall extend to such Person’s heirs, successors, assigns, transferees and personal representatives. Each such Limited Partner and Assignee hereby agrees to be bound by any representation made by the Attorney in Fact, acting in good faith pursuant to such power of attorney; and, to the fullest extent permitted by law, each such Limited Partner and Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator, taken in good faith under such power of attorney. Each Limited Partner and Assignee shall execute and deliver to the General Partner or the Liquidator, within fifteen (15) days after receipt of the General Partner’s or the Liquidator’s request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator (as the case may be) deems necessary to effectuate this Agreement and the purposes of the Partnership. Notwithstanding anything else set forth in this Section 2.4.B, no Limited Partner shall incur any personal liability for any action of the Attorney in Fact taken under such power of attorney.

Section 2.5 Term .

The term of the Partnership shall continue indefinitely unless the Partnership is dissolved sooner pursuant to the provisions of Article 13 hereof or as otherwise provided by law.

Section 2.6 Partnership Interests Are Securities .

Each Partnership Interest in the Partnership shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

Section 2.7 Admission .

The General Partner has been admitted as the general partner of the Partnership upon its execution of the Original Partnership Agreement and hereby continues as the general partner of the Partnership upon its execution of a counterpart hereof. A Person shall be admitted as a limited partner of the Partnership at the time that (a) this Agreement or a counterpart hereof is executed by or on behalf of such Person and (b) such Person is listed by the General Partner as a limited partner of the Partnership in the books and records of the Partnership.

ARTICLE 3

PURPOSE

Section 3.1 Purpose and Business .

The purpose and nature of the Partnership is to conduct any business, enterprise or activity permitted by or under the Act, including, without limitation, (i) to conduct the business of ownership, construction, reconstruction, development, redevelopment, alteration, improvement, maintenance, operation, sale, leasing, transfer, encumbrance, financing, refinancing, conveyance and exchange of the Properties, (ii) to acquire and invest in any securities and/or loans relating to the Properties, (iii) to enter into any partnership, joint venture, business or statutory trust arrangement, limited liability company or other similar arrangement to engage in any business permitted by or under the Act, or to own interests in any entity engaged in any business permitted by or under the Act, (iv) to conduct the business of providing property and asset management and brokerage services, whether directly or through one or more partnerships, joint ventures, Subsidiaries, business trusts, limited liability companies or similar arrangements, and (v) to do anything necessary or incidental to the foregoing.

Section 3.2 Powers .

The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership including, without limitation, full power and authority, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, to borrow and lend money and to issue evidence of indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien, to acquire, own, manage, improve and develop real property and lease, sell, transfer and dispose of real property. However, the Partnership may not, without the General Partner’s specific consent, which it may give or withhold in its sole and absolute discretion, take or refrain from taking, any action that, in its judgment, in its sole and absolute discretion (i) could adversely affect Parent’s or the Special Limited Partner’s ability to continue to qualify as a REIT, (ii) could subject Parent or the Special Limited Partner to any taxes under Sections 857 or 4981 of the Code or any other related or successor provision under the Code, or (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over Parent or the Special Limited Partner, their respective securities or the Partnership.

Section 3.3 Partnership Only for Purposes Specified .

The Partnership shall be a limited partnership formed pursuant to the Act to conduct its business in accordance with this Agreement, and this Agreement shall not be deemed to create a company, venture or partnership between or among the Partners or any other Persons with respect to any activities whatsoever other than the activities within the purposes of the Partnership as specified in Section 3.1 hereof. Except as otherwise provided in this Agreement, no Partner shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Partnership, its properties or any other Partner. No Partner, in its capacity as a Partner under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Partner, nor shall the Partnership be responsible or liable for

any indebtedness or obligation of any Partner, incurred either before or after the execution and delivery of this Agreement by such Partner, except as to those responsibilities, liabilities, indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement and the Act.

Section 3.4 Representations and Warranties by the Partners .

A. Each Partner that is an individual (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any material agreement by which such Partner or any of such Partner’s property is bound, or any statute, regulation, order or other law to which such Partner is subject, (ii) if five percent (5%) or more (by value) of the Partnership’s interests are or will be owned by such Partner within the meaning of Code Section 7704(d)(3), such Partner does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) stock of any corporation that is a tenant of (I) Parent, the Special Limited Partner or any Disregarded Entity with respect to Parent or the Special Limited Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which Parent, the Special Limited Partner, any Disregarded Entity with respect to Parent or the Special Limited Partner, or the Partnership is a direct or indirect member or (b) an interest in the assets or net profits of any non-corporate tenant of (I) Parent, the Special Limited Partner or any Disregarded Entity with respect to Parent or the Special Limited Partner, (II) the Partnership or (III) any partnership, venture, or limited liability company of which Parent, the Special Limited Partner, any Disregarded Entity with respect to Parent or the Special Limited Partner, or the Partnership is a direct or indirect member, (iii) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, a Partner that is an individual shall not be subject to the ownership restrictions set forth in clause (ii) of the immediately preceding sentence to the extent such Partner obtains the written Consent of the General Partner prior to violating any such restrictions. Each Partner that is an individual shall also represent and warrant to the Partnership that such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e).

B. Each Partner that is not an individual (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner) represents and warrants to, and covenants with, each other Partner that (i) all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including, without limitation, that of its general partner(s), manager(s), committee(s), trustee(s), beneficiaries, directors and/or stockholder(s) (as the case may be) as required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default under, its partnership or operating agreement, trust agreement, charter or bylaws (as the case may be) any material agreement by which such Partner or any of such Partner’s properties or any of its partners, members, beneficiaries, trustees or stockholders (as the case may be) is or are bound, or any statute, regulation, order or other law to which such Partner or any of its partners, members, trustees, beneficiaries or stockholders (as the case may be) is or are subject, (iii) if five percent (5%) or more (by value) of the Partnership’s interests are or will be owned by such Partner within the meaning of Code Section 7704(d)(3), such Partner does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) stock of any corporation that is a tenant of (I) Parent, the Special Limited Partner or any Disregarded Entity with respect to Parent or the Special Limited Partner, (II) the Partnership or (III) any partnership, venture or limited liability company of which Parent, the Special Limited Partner, any Disregarded Entity with respect to Parent or the Special Limited Partner, or the Partnership is a direct or indirect member or (b) an interest in the assets or net profits of any non-corporate tenant of (I) Parent, the

Special Limited Partner, or any Disregarded Entity with respect to Parent or the Special Limited Partner, (II) the Partnership or (III) any partnership, venture or limited liability company for which Parent, the Special Limited Partner, any Disregarded Entity with respect to Parent or the Special Limited Partner, or the Partnership is a direct or indirect member, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding the foregoing, a Partner that is not an individual shall not be subject to the ownership restrictions set forth in clause (iii) of the immediately preceding sentence to the extent such Partner obtains the written Consent of the General Partner prior to violating any such restrictions. Each Partner that is not an individual shall also represent and warrant to the Partnership that such Partner is neither a “foreign person” within the meaning of Code Section 1445(f) nor a foreign partner within the meaning of Code Section 1446(e).

C. Each Partner (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or Substituted Limited Partner) represents, warrants and agrees that (i) it is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act, (ii) it has acquired and continues to hold its interest in the Partnership for its own account for investment purposes only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof in violation of applicable laws, and not with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances in violation of applicable laws, (iii) it is a sophisticated investor, able and accustomed to handling sophisticated financial matters for itself, particularly real estate investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds that it has invested in the Partnership in what it understands to be a highly speculative and illiquid investment, and (iv) without the Consent of the General Partner, it shall not take any action that would cause (a) the Partnership at any time to have more than 100 partners, including as partners those persons (“ Flow-Through Partners ”) indirectly owning an interest in the Partnership through an entity treated as a partnership, Disregarded Entity, S corporation or grantor trust (each such entity, a “ Flow-Through Entity ”), but only if substantially all of the value of such person’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Partnership; or (b) the Partnership Interest initially issued to such Partner or its predecessors to be held by more than two partners, including as partners any Flow-Through Partners.

D. The representations and warranties contained in Sections 3.4.A, 3.4.B and 3.4.C hereof shall survive the execution and delivery of this Agreement by each Partner (and, in the case of an Additional Limited Partner or a Substituted Limited Partner, the admission of such Additional Limited Partner or Substituted Limited Partner as a Limited Partner in the Partnership) and the dissolution, winding up and termination of the Partnership.

E. Each Partner (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or Substituted Limited Partner) hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership, Parent, the Special Limited Partner or the General Partner have been made by any Partner or any employee or representative or Affiliate of any Partner, and that projections and any other information, including, without limitation, financial and descriptive information and documentation, that may have been in any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.

F. Notwithstanding the foregoing, the General Partner may, in its sole and absolute discretion, permit the modification of any of the representations and warranties contained in Sections 3.4.A, 3.4.B and 3.4.C above as applicable to any Partner (including, without limitation any Additional Limited Partner or Substituted Limited Partner or any transferee of either), provided that such representations and warranties, as modified, shall be set forth in either (i) a Partnership Unit Designation applicable to the Partnership Units held by such Partner or (ii) a separate writing addressed to the Partnership and the General Partner.

ARTICLE 4

CAPITAL CONTRIBUTIONS

Section 4.1 Capital Contributions of the Partners .

The Partners have heretofore made Capital Contributions to the Partnership. Each Partner owns Partnership Units in the amount set forth for such Partner in the books and records of the Partnership, as the same may be amended or updated from time to time by the General Partner to the extent necessary to reflect accurately sales, exchanges or other Transfers, redemptions, Capital Contributions, the issuance of additional Partnership Units, or similar events having an effect on a Partner’s ownership of Partnership Units. Except as provided by law or in Section 4.2, 4.3, or 10.4 hereof, the Partners shall have no obligation or, except with the prior Consent of the General Partner, right to make any additional Capital Contributions or loans to the Partnership.

Section 4.2 Issuances of Additional Partnership Interests .

Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation:

A. General . The General Partner is hereby authorized to cause the Partnership to issue additional Partnership Interests for any Partnership purpose, at any time or from time to time, to the Partners (including the General Partner and the Special Limited Partner) or to other Persons, and to admit such Persons as Additional Limited Partners, for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partner or any other Person. Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Interests (i) upon the conversion, redemption or exchange of any Debt, Partnership Interests, or other securities issued by the Partnership, (ii) for less than fair market value, (iii) for no consideration and (iv) in connection with any merger or consolidation of any other Person into the Partnership. Any additional Partnership Interests may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption (including, without limitation, terms that may be senior or otherwise entitled to preference over existing Partnership Interests) as shall be determined by the General Partner, in its sole and absolute discretion and without the approval of any Limited Partner or any other Person, and set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference (each, a “ Partnership Unit Designation ”). Without limiting the generality of the foregoing, the General Partner shall have authority to specify, in its sole and absolute discretion: (a) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (b) the right of each such class or series of Partnership Interests to share (on a pari passu , junior or preferred basis) in Partnership distributions; (c) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; (d) the voting rights, if any, of each such class or series of Partnership Interests; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Partnership Interests. Upon the issuance of any additional Partnership Interest, the General Partner shall update the books and records of the Partnership as appropriate to reflect such issuance.

B. Issuances to the General Partner or Special Limited Partner . No additional Partnership Units shall be issued to the General Partner or the Special Limited Partner unless (i) the additional Partnership Units are issued to all Partners holding Partnership Units of a specified class or series in proportion to their respective Percentage Interests in the Partnership Units of such class or series, (ii) (a) the additional Partnership Units are (x) Partnership Common Units issued in connection with an issuance of REIT Shares, or (y) Partnership Equivalent Units (other than Partnership Common Units) issued in connection with an issuance of Preferred Shares, New Securities or other interests in the Special Limited Partner (other than REIT Shares), with corresponding economic terms, and (b) the General Partner or the Special Limited Partner (as the case may be) contributes directly or indirectly to the Partnership the cash proceeds (net of its expenses relating to such issuance) or other consideration received in connection with the issuance of such REIT Shares, Preferred Shares, New Securities or other interests in the Special Limited Partner, (iii) the additional Partnership Units are issued upon the conversion, redemption or exchange of Debt, Partnership Units or other securities issued by the Partnership or (iv) the additional Partnership Units are issued pursuant to Section 4.3.B, Section 4.3.D, Section 4.4, Section 4.5 or Section 4.7.

C. No Preemptive Rights . Except as specified in Section 4.2.B(i) hereof or as provided in a Partnership Unit Designation, no Person, including, without limitation, any Partner or Assignee, shall have any preemptive, preferential, participation or similar right or rights to subscribe for or acquire any Partnership Interest.

Section 4.3 Additional Funds and Capital Contributions .

A. General . The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds (“ Additional Funds ”) for the acquisition or development of additional Properties, for the redemption of Partnership Interests or for such other purposes as the General Partner may determine, in its sole and absolute discretion. Additional Funds may be obtained by the Partnership, at the election of the General Partner, in any manner provided in, and in accordance with, the terms of this Section 4.3 without the approval of any Limited Partner or any other Person.

B. Additional Capital Contributions . The General Partner, on behalf of the Partnership, may obtain any Additional Funds by accepting Capital Contributions from any Partners or other Persons. In connection with any such Capital Contribution (of cash or property), the General Partner is hereby authorized, in its sole and absolute discretion, to cause the Partnership from time to time to issue additional Partnership Interests (as set forth in Section 4.2 above) in consideration therefor and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect the issuance of such additional Partnership Interests.

C. Loans . The General Partner, in its sole and absolute discretion on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt to any Person (including the General Partner, the Special Limited Partner or Parent) upon such terms as the General Partner determines appropriate in its sole and absolute discretion, including making such Debt convertible, redeemable or exchangeable for Partnership Units, REIT Shares or Parent Shares; provided , however , that the Partnership shall not incur any such Debt if any Limited Partner would be personally liable for the repayment of such Debt (unless such Limited Partner otherwise agrees).

D. Issuance of Securities by the Special Limited Partner . The Special Limited Partner shall not issue any additional REIT Shares, Capital Shares or New Securities unless the Special Limited Partner contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Capital Shares or New Securities (as the case may be) and from the exercise of the rights contained in any such additional Capital Shares or New Securities directly or indirectly to the Partnership in exchange for (x) in the case of an issuance of REIT Shares, Partnership Common Units, or (y) in the case of an issuance of Capital Shares or New Securities, Partnership Equivalent Units; provided , however ,

that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant to Section 4.4, Section 4.5 or Section 4.7 hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to all of the holders of REIT Shares, Capital Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) in connection with an acquisition of Partnership Interests or a property or other asset to be owned, directly or indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, directly or indirectly, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuance (or property acquired with such proceeds), if any, if the cash proceeds actually received by the Special Limited Partner are less than the gross proceeds of such issuance as a result of any expenses paid or incurred in connection with such issuance, then the Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the cash proceeds of such issuance plus the amount of such expenses paid by the Special Limited Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4). In the event that the Special Limited Partner issues any additional REIT Shares, Capital Shares or New Securities and contributes, directly or indirectly, the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is expressly authorized to issue a number of Partnership Common Units or Partnership Equivalent Units to the Special Limited Partner equal to the number of REIT Shares, Capital Shares or New Securities so issued, divided by the REIT Share Adjustment Factor then in effect, in accordance with this Section 4.3.D without any further act, approval or vote of any Partner or any other Persons.

Section 4.4 Stock Option Plans and Equity Plans .

A. Future Stock Incentive Plans . Nothing in this Agreement shall be construed or applied to preclude or restrain the General Partner, the Special Limited Partner or Parent from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of the General Partner, the Special Limited Partner, Parent, the Partnership or any of their Affiliates. The General Partner may implement such plans and any actions taken under such plans (such as the grant or exercise of options to acquire REIT Shares or Parent Shares, or the issuance of restricted or unrestricted REIT Shares or restricted or unrestricted Parent Shares), whether taken with respect to or by an employee or other service provider of Parent, the Special Limited Partner, the Partnership or its Subsidiaries, in a manner reasonably determined by the General Partner, which may be set forth in plan implementation guidelines that the General Partner may adopt or amend from time to time. The Partners acknowledge and agree that, in the event that any such plan or implementation guideline is adopted, modified or terminated by the General Partner, the Special Limited Partner or Parent, amendments to this Agreement may become necessary or advisable and that any such amendments requested by the General Partner, the Special Limited Partner or Parent shall not require any Consent or approval by the Limited Partners or any other Person.

B. Issuance of Partnership Units; REIT Shares and New Securities . The Partnership is expressly authorized to issue Partnership Units and the Special Limited Partner is expressly authorized to issue REIT Shares or New Securities as contemplated by this Section 4.4 or any plan or plan implementation guidelines referred to in paragraph A above without any further act, approval or vote of any Partner or any other Persons.

Section 4.5 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan .

Except as may otherwise be provided in this Article 4, all amounts received or deemed received by the Special Limited Partner in respect of any dividend reinvestment plan, cash option purchase plan, stock incentive or other stock or subscription plan or agreement, either (a) shall be utilized by the Special Limited Partner to effect purchases of REIT Shares, or (b) if the Special Limited Partner elects instead to issue new REIT Shares with respect to such amounts, shall be contributed by the Special Limited Partner to the Partnership in exchange for additional Partnership Common Units. Upon such contribution, the Partnership will issue to the Special Limited Partner a number of Partnership Common Units equal to the quotient of (i) the new REIT Shares so issued, divided by (ii) the REIT Share Adjustment Factor then in effect. The Partnership is expressly authorized to issue Partnership Common Units as contemplated by this Section 4.5 without any further act, approval or vote of any Partner or any other Persons.

Section 4.6 No Interest; No Return .

No Partner shall be entitled to interest on its Capital Contribution or on such Partner’s Capital Account. Except as provided herein or by law, no Partner shall have any right to demand or receive the return of its Capital Contribution from the Partnership.

Section 4.7 Conversion or Redemption of REIT Shares and Capital Shares .

A. Conversion of Capital Shares . If, at any time, any of the Capital Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Units held by the Special Limited Partner with preferences, conversion and other rights (other than redemption and voting rights), restrictions (other than restrictions on transfer), rights and limitations as to dividends and other distributions and qualifications that are substantially the same as the preferences, conversion and other rights (other than redemption and voting rights), restrictions (other than restrictions on transfer), rights and limitations as to dividends and other distributions and qualifications of such Capital Shares (“ Partnership Equivalent Units ”) (for the avoidance of doubt, Partnership Equivalent Units need not have voting rights, redemption rights or restrictions on transfer that are substantially equivalent to such Capital Shares) equal to the number of Capital Shares so converted shall automatically be converted into a number of Partnership Common Units equal to the quotient of (i) the number of REIT Shares issued upon such conversion divided by (ii) the REIT Share Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

B. Redemption of Capital Shares or REIT Shares . Except as otherwise provided in Section 7.4.C., if, at any time, any Capital Shares are redeemed or otherwise repurchased (whether by exercise of a put or call, automatically or by means of another arrangement) by the Special Limited Partner for cash, immediately prior to such redemption or repurchase of Capital Shares, an equal number of the corresponding Partnership Equivalent Units held by the Special Limited Partner shall automatically be redeemed by the Partnership upon the same terms and for the same price per Partnership Equivalent Unit as such Capital Shares are redeemed or repurchased. If, at any time, any REIT Shares are forfeited or redeemed or otherwise repurchased or reacquired by the Special Limited Partner, immediately prior to such forfeiture, redemption, reacquisition or repurchase of REIT Shares, a number of Partnership Common Units held by the Special Limited Partner equal to the quotient of (i) the REIT Shares so forfeited, redeemed, reacquired or repurchased, divided by (ii) the REIT Share Adjustment Factor then in effect, shall automatically be redeemed by the Partnership, such redemption to be upon the same terms and for the same price per Partnership Common Unit (after giving effect to application of the REIT Share Adjustment Factor) as such REIT Shares are redeemed, repurchased or otherwise reacquired, or, in the case of a forfeiture of REIT Shares, shall automatically be forfeited by the Special Limited Partner for no consideration.

Section 4.8 Other Contribution Provisions .

In the event that any Partner is admitted to the Partnership and is given a Capital Account in exchange for services rendered to the Partnership, such transaction shall be treated by the Partnership and the affected Partner as if the Partnership had compensated such Partner in cash and such Partner had contributed the cash that the Partner would have received to the capital of the Partnership. In addition, with the Consent of the General Partner, one or more Partners (including the Special Limited Partner) may enter into contribution agreements with the Partnership which have the effect of providing a guarantee of certain obligations of the Partnership (and/or a wholly-owned Subsidiary of the Partnership).

ARTICLE 5

DISTRIBUTIONS

Section 5.1 Requirement and Characterization of Distributions .

Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner or the Special Limited Partner in connection with the issuance of REIT Shares by the Special Limited Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the Special Limited Partner’s and Parent’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the Special Limited Partner and Parent, for so long as the Special Limited Partner or Parent has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “ REIT Requirements ”) and (b) except to the extent otherwise determined by the Special Limited Partner or Parent, eliminate any federal income or excise tax liability of the Special Limited Partner or Parent.

Section 5.2 Distributions in Kind .

Except as expressly provided herein, no right is given to any Holder to demand and receive property other than cash as provided in this Agreement. The General Partner may determine, in its sole and absolute discretion, to cause the Partnership to make a distribution in kind of Partnership assets to the Holders, and such assets shall be distributed in such a fashion as to ensure that the fair market value is distributed and allocated in accordance with Articles 5, 6 and 13 hereof; provided, however, that the General Partner shall not make a distribution in kind to any Holder unless the Holder has been given 90 days prior written notice of such distribution.

Section 5.3 Amounts Withheld .

All amounts withheld pursuant to the Code or any provisions of any state, local or non-United States tax law and Section 10.4 hereof with respect to any allocation, payment or distribution to any Holder shall be treated as amounts paid or distributed to such Holder pursuant to Section 5.1 hereof for all purposes under this Agreement.

Section 5.4 Distributions upon Liquidation .

Notwithstanding the other provisions of this Article 5, net proceeds from a Terminating Capital Transaction, and any other amounts distributed after the occurrence of a Liquidating Event, shall be distributed to the Holders in accordance with Section 13.2 hereof.

Section 5.5 Distributions to Reflect Additional Partnership Units .

In the event that the Partnership issues additional Partnership Units pursuant to the provisions of Article 4 hereof, subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner is hereby authorized to amend this Agreement as it determines, in its sole and absolute discretion, is necessary or desirable to reflect the issuance of such additional Partnership Units, including, without limitation, making preferential distributions to Holders of certain classes of Partnership Units, all without the consent of any Partner or any other Person.

Section 5.6 Restricted Distributions .

Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership nor the General Partner, on behalf of the Partnership, shall be required to make a distribution to any Holder if such distribution would violate the Act or other applicable law.

ARTICLE 6

ALLOCATIONS

Section 6.1 Timing and Amount of Allocations of Net Income and Net Loss .

Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year as of the end of each such year, provided that the General Partner may, in its sole and absolute discretion, allocate Net Income and Net Loss for a shorter period as of the end of such period (and, for purposes of this Article 6, references to the term “Partnership Year” may include such shorter periods). Except as otherwise provided in this Article 6, and subject to Section 11.6.C hereof, an allocation to a Holder of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

Section 6.2 General Allocations .

Except as otherwise provided in this Article 6 and Section 11.6.C hereof, Net Income and Net Loss for any Partnership Year shall be allocated to each of the Holders as follows:

A. Allocations of Net Income (Loss) . Net Income of the Partnership shall be allocated among the Holders in a manner such that the Capital Accounts of each Holder, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Holder pursuant to Article 5 hereof if the Partnership was dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Partnership liabilities (including liabilities allocated to the Partnership from an entity treated as a partnership for U.S. federal income tax purposes in which the Partnership was a Holder) were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability) and the net assets of the Partnership were

distributed in accordance with Article 5 hereof to the Holders immediately after making such allocation, minus (ii) any amount such Holder is obligated to contribute to the Partnership and such Holder’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make any such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account such facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Section 6.3 Regulatory Allocation Provisions .

Notwithstanding the foregoing provisions of this Article 6:

A. Regulatory Allocations .

(i) Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding the provisions of Section 6.2 hereof, or any other provision of this Article 6, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.3.A(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(ii) Partner Nonrecourse Debt Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(i)(4) or in Section 6.3.A(i) hereof, if there is a net decrease in Partner Nonrecourse Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Year, each Holder who has a share of the Partner Nonrecourse Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder’s share of the net decrease in Partner Nonrecourse Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.3.A(ii) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii) Nonrecourse Deductions and Partner Nonrecourse Deductions . Any Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Holders in accordance with their respective Percentage Interests. Any Partner Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Holder(s) who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i).

(iv) Qualified Income Offset . If any Holder unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated, in accordance with Regulations

Section 1.704-1(b)(2)(ii)(d), to such Holder in an amount and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of such Holder as quickly as possible, provided that an allocation pursuant to this Section 6.3.A(iv) shall be made if and only to the extent that such Holder would have an Adjusted Capital Account Deficit after all other allocations provided in this Article 6 have been tentatively made as if this Section 6.3.A(iv) were not in the Agreement. It is intended that this Section 6.3.A(iv) qualify and be construed as a “qualified income offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(v) Gross Income Allocation . In the event that any Holder has a deficit Capital Account at the end of any Partnership Year that is in excess of the sum of (1) the amount (if any) that such Holder is obligated to restore to the Partnership upon complete liquidation of such Holder’s Partnership Interest (including, the Holder’s interest in outstanding Partnership Preferred Units and other Partnership Units) and (2) the amount that such Holder is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Holder shall be specially allocated items of Partnership income and gain in the amount of such excess to eliminate such deficit as quickly as possible, provided that an allocation pursuant to this Section 6.3.A(v) shall be made if and only to the extent that such Holder would have a deficit Capital Account in excess of such sum after all other allocations provided in this Article 6 have been tentatively made as if this Section 6.3.A(v) and Section 6.3.A(iv) hereof were not in the Agreement.

(vi) Limitation on Allocation of Net Loss . To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.3.A(vi).

(vii) Section 754 Adjustment . To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of its interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders in accordance with their respective Percentage Interests in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(viii) Curative Allocations . The allocations set forth in Sections 6.3.A(i), (ii), (iii), (iv), (v), (vi) and (vii) hereof (the “ Regulatory Allocations ”) are intended to comply with certain regulatory requirements, including the requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Sections 6.1 and 6.2 hereof, the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Holders so that to the extent possible without violating the requirements giving rise to the Regulatory Allocations, the net amount of such allocations of other items and the Regulatory Allocations to each Holder shall be equal to the net amount that would have been allocated to each such Holder if the Regulatory Allocations had not occurred.

B. Allocation of Excess Nonrecourse Liabilities . For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

Section 6.4 Tax Allocations.

A. In General. Except as otherwise provided in this Section 6.4, for income tax purposes under the Code and the Regulations, each Partnership item of income, gain, loss and deduction (collectively, “ Tax Items ”) shall be allocated among the Holders in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 6.2 and 6.3 hereof.

B. Section 704(c) Allocations. Notwithstanding Section 6.4.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in a manner consistent with Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner. Allocations pursuant to this Section 6.4.B are solely for purposes of federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

ARTICLE 7

MANAGEMENT AND OPERATIONS OF BUSINESS

Section 7.1 Management .

A. Except as otherwise expressly provided in this Agreement, including any Partnership Unit Designation, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as a Limited Partner, shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership (provided, however, that the Special Limited Partner, in its capacity as the sole member of the General Partner and not in its capacity as a limited partner of the Partnership, may have the power to direct the actions of the General Partner with respect to the Partnership). No General Partner may be removed by the Partners, with or without cause, except with the Consent of the General Partner, which it may give or withhold in its sole and absolute discretion. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to the other provisions hereof including, without limitation, Section 3.2 and Section 7.3, and the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, shall have full and exclusive power and authority, in its sole and absolute discretion, without the consent or approval of any Limited Partner, to do or authorize all things deemed necessary or desirable by it to conduct the business and affairs of the Partnership and the General Partner, to exercise or direct the exercise of all of the powers of the

Partnership under the Act and this Agreement and to effectuate the purposes of the Partnership including, without limitation:

(1) the making of any expenditures, the lending or borrowing of money or selling of assets (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to the Holders in such amounts as will permit Parent (so long as Parent qualifies as a REIT) and the Special Limited Partner (so long as the Special Limited Partner qualifies as a REIT) (a) to prevent the imposition of any federal income tax on Parent or the Special Limited Partner (including, for this purpose, any excise tax pursuant to Code Section 4981), (b) to make distributions to its stockholders and (c) payments to any taxing authority sufficient to permit Parent and the Special Limited Partner to maintain REIT status or otherwise to satisfy the REIT Requirements), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by deed to secure debt, mortgage, deed of trust or other lien or encumbrance on the Partnership’s assets) and the incurring of any obligations that the General Partner deems necessary for the conduct of the activities of the Partnership;

(2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;

(3) the taking of any and all acts necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” under Code Section 7704;

(4) the acquisition, sale, transfer, exchange or other disposition of any, all or substantially all of the assets (including the goodwill) of the Partnership (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Partnership) or the merger, consolidation, reorganization or other combination of the Partnership with or into another entity;

(5) the mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, the assignment of any assets of the Partnership in trust for creditors or on the promise of the assignee to pay the debts of the Partnership, the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms that the General Partner sees fit, including, without limitation, the financing of the operations and activities of the General Partner, the Partnership or any of the Partnership’s Subsidiaries, the lending of funds to other Persons (including, without limitation, the General Partner and/or the Partnership’s Subsidiaries) and the repayment of obligations of the Partnership, its Subsidiaries and any other Person in which the Partnership has an equity investment, and the making of capital contributions to and equity investments in the Partnership’s Subsidiaries;

(6) the management, operation, leasing, landscaping, repair, alteration, demolition, replacement or improvement of any Property;

(7) the negotiation, execution and performance of any contracts, including leases (including ground leases), easements, management agreements, rights of way and other property-related agreements, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership’s operations or the implementation of the General Partner’s powers under this Agreement, including contracting with contractors, developers, consultants, governmental authorities, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation, as applicable, out of the Partnership’s assets;

(8) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement, the holding, management, investment and reinvestment of cash and other assets of the Partnership, and the collection and receipt of revenues, rents and income of the Partnership;

(9) the selection and dismissal of employees of the Partnership (if any) or the General Partner (if any) (including, without limitation, employees having titles or offices such as “president,” “vice president,” “secretary” and “treasurer”), and agents, outside attorneys, accountants, consultants and contractors of the Partnership or the General Partner and the determination of their compensation and other terms of employment or hiring;

(10) the maintenance of such insurance (including, without limitation, directors and officers insurance) for the benefit of the Partnership and the Partners (including, without limitation, the Special Limited Partner) as the General Partner deems necessary or appropriate;

(11) the formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, limited liability companies, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, any Subsidiary and any other Person in which the General Partner has an equity investment from time to time); provided , however , that, as long as the Special Limited Partner or Parent has determined to continue to qualify as a REIT, the Partnership will not engage in any such formation, acquisition or contribution that would cause the Special Limited Partner or Parent, as applicable, to fail to qualify as a REIT;

(12) the control of any matters affecting the rights and obligations of the Partnership, including the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment, of any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expense, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(13) the undertaking of any action in connection with the Partnership’s direct or indirect investment in any Subsidiary or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons);

(14) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the General Partner may adopt; provided , however , that such methods are otherwise consistent with the requirements of this Agreement;

(15) the enforcement of any rights against any Partner pursuant to representations, warranties, covenants and indemnities relating to such Partner’s contribution of property or assets to the Partnership;

(16) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership;

(17) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person;

(18) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest, pursuant to contractual or other arrangements with such Person;

(19) the making, execution and delivery of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases, confessions of judgment or any other legal instruments or agreements in writing necessary or appropriate in the judgment of the General Partner for the accomplishment of any of the powers of the General Partner enumerated in this Agreement;

(20) the issuance of additional Partnership Units in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4 hereof;

(21) an election to dissolve the Partnership pursuant to Section 13.1.B hereof;

(22) the distribution of cash to acquire Partnership Common Units held by a Limited Partner in connection with a Redemption under Section 15.1 hereof;

(23) an election to require the Special Limited Partner to acquire Tendered Units in exchange for Parent Shares;

(24) any update to the books and records of the Partnership to reflect accurately at all times the Capital Contributions and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which update, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in the books and records of the Partnership otherwise is authorized by this Agreement; and

(25) the registration of any class of securities of the Partnership under the Securities Act or the Exchange Act, and the listing of any debt securities of the Partnership on any exchange.

B. Each of the Limited Partners agrees that, except as provided in Section 7.3 hereof and subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner, in its sole and absolute discretion, is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership, and otherwise to exercise any power of the General Partner under this Agreement and the Act, without any further act, approval or vote of the Partners or any other Persons, notwithstanding any other provision of the Act or any applicable law, rule or regulation, and, for so long as the Special Limited Partner is the sole member of the General Partner and in the absence of any specific corporate action on the part of the Special Limited Partner, or any specific limited liability company action of the General Partner, to the contrary, the taking of any such action or the execution of any such document or writing by an officer of the Special Limited Partner, in the name and on behalf of the Special Limited Partner, in the Special Limited Partner’s capacity as the

sole member of the General Partner, in the General Partner’s capacity as the general partner of the Partnership, shall conclusively evidence (1) the approval thereof by the General Partner, in its capacity as the general partner of the Partnership, (2) the General Partner’s determination that such action, document or writing is necessary or desirable to conduct the business and affairs of the Partnership, exercise the powers of the Partnership under this Agreement and the Act or effectuate the purposes of the Partnership, or any other determination by the General Partner required by this Agreement in connection with the taking of such action or execution of such document or writing, (3) the authority of such officer with respect thereto, and (4) the authorization of such document or writing under this Agreement. The Partnership is hereby authorized to execute, deliver and perform, and the General Partner on behalf of the Partnership is hereby authorized to execute and deliver, an Underwriting Agreement relating to the issuance and sale of common stock of the Special Limited Partner and all documents, agreements or certificates contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powers of the General Partner to enter into other agreements on behalf of the Partnership.

C. At all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain (i) casualty, liability and other insurance on the Properties and (ii) liability insurance for the Indemnitees hereunder.

D. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain working capital and other reserves in such amounts as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

E. In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to (except as otherwise provided by this Agreement with respect to the qualification of Parent and the Special Limited Partner as REITs), take into account the tax consequences to any Partner of any action taken (or not taken) by it. The General Partner, the Special Limited Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of any income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner pursuant to its authority under this Agreement.

F. The determination as to any matter relating to the business and affairs of the Partnership, including the following matters, made by or at the direction of the General Partner consistent with this Agreement and the Act, shall be final and conclusive and shall be binding upon the Partnership and every Limited Partner and shall not constitute a breach of this Agreement, of any agreement contemplated herein or therein, or of any duty hereunder or otherwise existing at law, in equity or otherwise, including any fiduciary duty: the amount of assets at any time available for distribution or the redemption of Partnership Common Units; the amount and timing of any distribution; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); the amount of any Partner’s Capital Account, Adjusted Capital Account or Adjusted Capital Account Deficit; the amount of Net Income, Net Loss or Depreciation for any period; the Gross Asset Value of any Partnership asset; the Value of any REIT Share or Parent Share; the amount of the REIT Share Adjustment Factor or Parent Share Adjustment Factor at any time; any election, or failure to elect, to require the Special Limited Partner to acquire Tendered Units in exchange for Parent Shares; whether any acquisition of Tendered Units in exchange for Parent Shares would or might cause any Person to violate the Parent Shares Ownership Limit; the Parent Shares Amount at any time; any interpretation of this Agreement or the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or distributions, qualifications or terms or conditions of redemption of any class or series of Partnership Interest; the fair value, or any sale,

bid or asked price to be applied in determining the fair value, of any asset owned or held by the Partnership or of any Partnership Interest; the number of authorized or outstanding Units of any class or series; any matter relating to the acquisition, holding and disposition of any assets by the Partnership; or any other matter relating to the business and affairs of the Partnership or required or permitted by applicable law, this Agreement or otherwise to be determined by the General Partner.

Section 7.2 Certificate of Limited Partnership .

To the extent that such action is determined by the General Partner to be reasonable and necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate and do all the things to maintain the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) under the laws of the State of Delaware and each other state, the District of Columbia or any other jurisdiction, in which the Partnership may elect to do business or own property. Subject to the terms of Section 8.5.A hereof, the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any amendment thereto to any Limited Partner. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability to the extent provided by applicable law) in the State of Delaware and any other state, or the District of Columbia or other jurisdiction, in which the Partnership may elect to do business or own property.

Section 7.3 Restrictions on General Partner’s Authority .

A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the Consent of the Limited Partners, and may not, without limitation perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction in which the Partnership is formed or does business or any other liability except as provided herein or under the Act.

B. Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Limited Partners, amend, modify or terminate this Agreement.

C. Notwithstanding Section 7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the power, without the consent of any Limited Partner or other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes:

(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;

(2) to reflect the admission, substitution or withdrawal of Partners, a Transfer or any other redemption, conversion or purchase of any Partnership Interest, the termination of the Partnership in accordance with this Agreement and to update the books and records of the Partnership in connection with such admission, substitution, withdrawal, Transfer, adjustment or other event, including, without limitation, the admission of Parent or any wholly-owned subsidiary of Parent as the Special Limited Partner upon a merger or consolidation of the Special Limited Partner with and into Parent or such wholly-owned subsidiary of Parent, with Parent or such wholly-owned subsidiary of Parent continuing as the surviving corporation, or any Transfer by the Special Limited Partner of its interest in the Partnership to Parent or any wholly-owned subsidiary of Parent;

(3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;

(4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including as contemplated by Section 4.2.A and Section 5.5;

(5) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;

(6)(a) to reflect such changes as are reasonably necessary for each of Parent and the Special Limited Partner to maintain its status as a REIT or to satisfy the REIT Requirements, or (b) to reflect the Transfer of all or any part of a Partnership Interest among the Special Limited Partner and any Disregarded Entity with respect to the Special Limited Partner;

(7) to modify either or both of the manner in which items of Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law);

(8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2;

(9) to reflect any modification to this Agreement permitted by Section 4.4.A or any other provision of this Agreement that authorizes the General Partner to make amendments without the consent of any other Person;

(10) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion) in connection with any merger or consolidation of the Special Limited Partner with and into Parent or any wholly-owned subsidiary of Parent, or any Transfer by the Special Limited Partner of its interest in the Partnership to Parent or any wholly-owned subsidiary of Parent;

(11) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion), including, without limitation, to the definition of “Parent Share Adjustment Factor” or “REIT Share Adjustment Factor,” to reflect the direct ownership of assets by the General Partner or the Special Limited Partner, as applicable, as contemplated by Section 7.5; and

(12) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the Special Limited Partner and which does not violate Section 7.3.D.

D. Notwithstanding Sections 7.3.B, 7.3.C and 14.2 hereof, this Agreement shall not be amended, and no action may be taken by the General Partner, without the Consent of each Partner materially adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except any Limited Partner Interest held by the General Partner), (ii) adversely modify the limited liability of a Limited Partner, (iii) alter the rights of any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4) hereof, or alter the allocations specified in Article 6 hereof (except, in any case, as permitted pursuant to Sections 4.2, 4.4, 4.5, 5.5, 7.3.C and Article 6 hereof), (iv) alter or modify the Redemption rights, Cash Amount or Parent Shares Amount as set forth in Section 15.1 hereof, or amend or modify any related definitions, (v) subject to Section 7.9.D, remove, alter or amend the powers and restrictions related to REIT Requirements or permitting the Special Limited Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 3.2, 7.1 and 7.3, or (vi) amend this Section 7.3.D. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner. Further, no amendment may alter the restrictions on the General Partner’s powers expressly set forth elsewhere in this Agreement (including, without limitation, this Section 7.3) without the Consent specified therein.

Section 7.4 Reimbursement of the General Partner and the Special Limited Partner .

A. Neither the General Partner nor the Special Limited Partner shall be compensated for its services as general partner or limited partner of the Partnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which the General Partner or Special Limited Partner may be entitled in its capacity as the General Partner or the Special Limited Partner, as applicable).

B. Subject to Sections 7.4.D and 15.12 hereof, the Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s, the General Partner’s, the Special Limited Partner’s and Parent’s organization and the ownership of each of their assets and operations. The General Partner is hereby authorized to cause the Partnership to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. The Partnership shall be liable for, and shall reimburse the General Partner, the Special Limited Partner or Parent, as applicable, on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses relating to the ownership of interests in and management and operation of the Partnership, (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans of Parent, the Special Limited Partner, the General Partner or the Partnership that may provide for stock units, or phantom stock, pursuant to which employees, officers or directors of Parent, the Special Limited Partner, the General Partner or the Partnership will receive payments based upon dividends on or the value of Parent Shares or REIT Shares, as the case may be, (iii) director fees and expenses of Parent, the Special Limited Partner or their respective Affiliates, (iv) any expenses (other than the purchase price) incurred by Parent or the Special Limited Partner in connection with the redemption or other repurchase of Parent Shares, REIT Shares or Capital Shares, and (v) all costs and expenses of Parent or the Special Limited Partner of being a public company, including, without limitation, costs of filings with the SEC, reports and other distributions to its stockholders; provided , however , that the amount of any reimbursement shall be reduced by any interest earned by the General Partner, the Special Limited Partner or Parent with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership. The Partners acknowledge that all such expenses of the General Partner, the Special Limited Partner and Parent are deemed to be for the benefit of the Partnership. Such reimbursements shall be in addition to any reimbursement of the General Partner, the Special Limited Partner and Parent as a result of indemnification pursuant to Section 7.7 hereof.

C. If the Special Limited Partner shall elect to purchase from its stockholders REIT Shares or Capital Shares for the purpose of delivering such REIT Shares or Capital Shares to satisfy an obligation under any dividend reinvestment program adopted by the Special Limited Partner, any employee stock purchase plan adopted by the Special Limited Partner or any similar obligation or arrangement undertaken by the Special Limited Partner in the future, in lieu of the treatment specified in Section 4.7.B., the purchase price paid by the Special Limited Partner for such REIT Shares or Capital Shares shall be considered expenses of the Partnership and shall be advanced to the Special Limited Partner or reimbursed to the Special Limited Partner, subject to the condition that: (1) if such REIT Shares subsequently are sold by the Special Limited Partner, the Special Limited Partner shall pay or cause to be paid to the Partnership any proceeds received by the Special Limited Partner for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or similar program); and (2) if such REIT Shares are not retransferred by the Special Limited Partner within 30 days after the purchase thereof, or the Special Limited Partner otherwise determines not to retransfer such REIT Shares, the Partnership shall redeem from the Special Limited Partner a number of Partnership Common Units determined in accordance with Section 4.7.B, as adjusted, to the extent the General Partner determines is necessary or advisable in its sole and absolute discretion, (x) pursuant to Section 7.5 (in the event the Special Limited Partner acquires material assets, other than on behalf of the Partnership) and (y) for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the Special Limited Partner pursuant to a pro rata distribution by the Partnership (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Partnership Units held by the Special Limited Partner).

D. To the extent practicable, Partnership expenses shall be billed directly to and paid by the Partnership and, subject to Section 15.12 hereof, if and to the extent any reimbursements to the General Partner, the Special Limited Partner or any of its Affiliates by the Partnership pursuant to this Section 7.4 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Partnership), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

Section 7.5 Outside Activities of the General Partner and the Special Limited Partner.

Unless otherwise determined by the General Partner in its sole and absolute discretion, neither the General Partner nor the Special Limited Partner shall directly or indirectly enter into or conduct any business, other than in connection with, (a) the ownership, acquisition and disposition of Partnership Interests, (b) with respect to the General Partner, the management of the business and affairs of the Partnership and its affiliates, (c) with respect to the Special Limited Partner, its operations as a REIT, (d) with respect to the Special Limited Partner, the offering, sale or issuance of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Partnership or its assets or activities, and (f) such activities as are incidental thereto; provided, however, that, except as otherwise provided herein, any funds raised by the Special Limited Partner pursuant to the preceding clauses (d) and (e) shall be made available to the Partnership, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided, further that each of the General Partner and the Special Limited Partner may, in its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Partnership so long as the General Partner or the Special Limited Partner, as applicable, takes commercially reasonable measures to ensure that the economic benefits and burdens of such Property are otherwise vested in the Partnership, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Partnership, the General Partner shall make such amendments to this Agreement, as the General Partner determines are necessary or desirable,

including, without limitation, the definition of “Parent Share Adjustment Factor” or “REIT Share Adjustment Factor,” to reflect such activities and the direct ownership of assets by the General Partner or the Special Limited Partner, as applicable. Nothing contained herein shall be deemed to prohibit the General Partner from executing guarantees of Partnership debt. Unless otherwise determined by the General Partner in its sole and absolute discretion, the General Partner, the Special Limited Partner and all Disregarded Entities with respect to the Special Limited Partner, taken as a group, shall not own any assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Partnership) other than (i) interests in Disregarded Entities with respect to the Special Limited Partner, (ii) Partnership Interests as the General Partner or Special Limited Partner, (iii) a minority interest in any Subsidiary of the Partnership that the General Partner or the Special Limited Partner holds to maintain such Subsidiary’s status as a partnership for federal income tax purposes or otherwise, and (iv) such cash and cash equivalents, bank accounts or similar instruments or accounts as such group deems reasonably necessary, taking into account Section 7.1.D hereof and the requirements necessary for the Special Limited Partner or Parent to qualify as a REIT and for the General Partner and the Special Limited Partner to carry out their respective responsibilities contemplated under this Agreement and the Special Limited Partner Charter. Any Limited Partner Interests acquired by the General Partner, shall be automatically converted into a General Partner Interest comprised of an identical number of Partnership Units with the same terms as the class or series so acquired. Any Affiliates of the General Partner may acquire Limited Partner Interests and shall, except as expressly provided in this Agreement, be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Interests.

Section 7.6 Transactions with Affiliates .

A. The Partnership may lend or contribute funds to, and borrow funds from, Persons in which the Partnership has an equity investment and Persons who own equity or other interests in the Partnership (including the General Partner, the Special Limited Partner or Parent), and such Persons may borrow funds from, and lend or contribute funds to, the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Person.

B. The Partnership may transfer assets to joint ventures, limited liability companies, partnerships, corporations, business trusts, statutory trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law.

C. The General Partner, the Special Limited Partner, Parent and their respective Affiliates may sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, on terms and conditions established by the General Partner in its sole and absolute discretion.

D. The General Partner, the Special Limited Partner and Parent in their respective sole and absolute discretion and without the approval of the Partners or any of them or any other Persons, may propose and adopt (on behalf of the Partnership) employee benefit plans funded by the Partnership for the benefit of directors, officers, employees or agents of Parent, the Special Limited Partner, the General Partner, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of Parent, the Special Limited Partner, the General Partner, the Partnership or any of the Partnership’s Subsidiaries.

Section 7.7 Indemnification .

A. To the fullest extent permitted by applicable law, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, reasonable attorney’s fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, whether by or in the right of the Partnership or otherwise that relate to the operations of the Partnership (“ Actions “) as set forth in this Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; provided , however , that the Partnership shall not indemnify an Indemnitee (i) if the act or omission of the Indemnitee was material to the matter giving rise to the Action and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, if the Indemnitee had reasonable cause to believe that the act or omission was unlawful; or (iii) for any loss resulting from any transaction for which such Indemnitee actually received an improper personal benefit in money, property or services in violation or breach of any provision of this Agreement; and provided , further , that no payments pursuant to this Agreement shall be made by the Partnership (x) to indemnify or advance expenses to any Indemnitee with respect to any Action initiated or brought voluntarily by such Indemnitee (and not by way of defense) unless (I) approved or authorized by the General Partner or (II) incurred to establish or enforce such Indemnitee’s right to indemnification under this Agreement or (y) to indemnify an Indemnitee in connection with one or more claims or Actions involving such Indemnitee if such Indemnitee is found liable to the Partnership with respect to such claim or Action. If Indemnitee is entitled to indemnification hereunder with respect to one or more but less than all claims, issues or matters in any Action, the Partnership shall provide indemnification hereunder in connection with each such claim, issue or matter, allocated on a reasonable and proportionate basis.

Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, in its sole and absolute discretion on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness. It is the intention of this Section 7.7.A that the Partnership indemnify each Indemnitee to the fullest extent permitted by law and this Agreement. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.7.A. The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, does not create a presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.7.A with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and neither the General Partner nor any other Holder shall have any obligation to pay or otherwise satisfy such indemnification obligation or to contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund its obligations under this Section 7.7.

B. To the fullest extent permitted by law, expenses incurred by an Indemnitee who is a party to a proceeding or otherwise subject to or the focus of or is involved in any Action shall be paid or reimbursed by the Partnership as incurred by the Indemnitee in advance of the final disposition of the Action upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in Section 7.7.A has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

C. The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any Consent of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee is indemnified.

D. The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of any of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

E. Any liabilities which an Indemnitee incurs as a result of acting on behalf of the Partnership, the General Partner or the Special Limited Partner (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the IRS, penalties assessed by the U.S. Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 7.7, unless such liabilities arise as a result of (i) an act or omission of such Indemnitee that was material to the matter giving rise to the Action and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, an act or omission that such Indemnitee had reasonable cause to believe was unlawful, or (iii) any transaction in which such Indemnitee actually received an improper personal benefit in violation or breach of any provision of this Agreement.

F. In no event may an Indemnitee subject any of the Holders to personal liability by reason of the indemnification provisions set forth in this Agreement.

G. An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest (including a conflicted interest) in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

H. The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Partnership’s liability to any Indemnitee under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

I. It is the intent of the parties that any amounts paid by the Partnership to the General Partner or the Special Limited Partner pursuant to this Section 7.7 shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

Section 7.8 Liability of the General Partner and its Affiliates .

A. To the fullest extent permitted by law: (i) Each of the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as the majority stockholder of the Special Limited Partner, and their respective officers, directors, members and managers, and any other Indemnitee, is acting for the benefit of not only the Partnership and the Partners, but also the Special Limited Partner’s and Parent’s stockholders, collectively; (ii) in the event of a conflict between the interests of the Partnership or any Partner, on the one hand, and the separate interests of the Special Limited Partner or Parent, or their stockholders, on the other hand, the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as the majority stockholder of the Special Limited Partner, and their respective officers, directors, members and managers, and any other Indemnitees, are under no obligation and have no duty (fiduciary or otherwise) not to give priority to the separate interests of the Special Limited Partner or Parent, or the stockholders of the Special Limited Partner or Parent, and may give priority to the separate interests of the Special Limited Partner or Parent, or the stockholders of the Special Limited Partner or Parent, in a manner that is adverse to the Partnership and its Partners, and any action or failure to act on the part of the Special Limited Partner, Parent, or their respective officers and directors, or any other Indemnitees, that gives priority to the separate interests of the Special Limited Partner or Parent, or the stockholders of the Special Limited Partner or Parent, does not violate any duty hereunder or otherwise owed by the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as majority stockholder of the Special Limited Partner, or their respective officers, directors, members or managers, or any other Indemnitees, to the Partnership and/or the Partners or any other Person bound by this Agreement; and (iii) none of the General Partner, the Special Limited Partner, Parent, or their respective officers, directors, members or managers, or any other Indemnitee, shall be liable to the Partnership or to any Partner or any other Person bound by this Agreement for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Partnership or any Partner in connection with such decisions, except for liability for acts of the General Partner committed in bad faith or resulting from the active and deliberate dishonesty of the General Partner. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever a conflict arises between the interests of the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent, on one hand, and any Limited Partner, on the other hand, the General Partner will endeavor in good faith to resolve the conflict in a manner not adverse to the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent or any Limited Partner; provided, however, that for so long as the Special Limited Partner owns a controlling interest in the Partnership and Parent owns a controlling interest in the Special Limited Partner, any conflict that cannot be resolved in a manner not adverse to the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent and any Limited Partner shall be resolved in favor of the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent, as the case may be, and any action taken by the General Partner or any other Indemnitee in connection with any such conflict of interests shall not constitute a breach of this Agreement or any duty at law, in equity or otherwise. Any benefit received by any Indemnitee as a result of any transaction that does not violate this Section 7.8A shall not be deemed to be an “improper” personal benefit for purposes of Section 7.7, Section 7.8 and Section 8.1.

B. Subject to its obligations and duties as General Partner set forth in this Agreement and applicable law, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its employees or agents (subject to the supervision and control of the General Partner). The General Partner shall not be liable to the Partnership or any Partner for any misconduct or negligence on the part of any such employee or agent appointed by it in good faith. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the General Partner believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been taken or omitted to be taken in good faith and shall not constitute a breach of any duty (including any fiduciary duty) or obligation arising at law or in equity or under this Agreement.

C. Any obligation or liability whatsoever of the General Partner or the Partnership which may arise at any time under this Agreement or any other instrument, transaction, or undertaking contemplated hereby shall be satisfied, if at all, out of the assets of the General Partner or the Partnership only. To the fullest extent permitted by law, no such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, any of the General Partner’s members, managers or agents, or the directors, officers, stockholders, employees or agents of the General Partner’s members or managers, including the Special Limited Partner and Parent, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. Notwithstanding anything to the contrary set forth in this Agreement, none of the members, managers or agents of the General Partner, and none of the directors, officers, stockholders, employees or agents of the General Partner’s members or managers, including the Special Limited Partner and Parent or any other Indemnitee, shall be liable or accountable in damages or otherwise to the Partnership, any Partners, or any other Person bound by this Agreement for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission, except for any such losses sustained, liabilities incurred or benefits not derived as a result of (i) an act or omission on the part of such Person that was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, an act or omission on the part of such Person that such Person had reasonable cause to believe was unlawful; or (iii) for any loss resulting from any transaction for which such Person actually received an improper personal benefit in money, property or services in violation or breach of any provision of this Agreement.

D. Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the General Partner or the members, managers or agents of the General Partner, the Special Limited Partner, Parent or of the directors, officers, stockholders, employees or agents of the Special Limited Partner and Parent, or the Indemnitees, to the Partnership, the Partners or any other Person bound by this Agreement under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

E. Notwithstanding anything herein to the contrary, except for liabilities resulting from (i) an act or omission on the part of such Partner that was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, an act or omission on the part of such Partner that such Partner had reasonable cause to believe was unlawful; or (iii) any transaction for which such Partner actually received an improper personal benefit in money, property or services in violation or breach of any provision of this Agreement, or pursuant to any express indemnities given to the Partnership by any Partner pursuant to any other written instrument to the fullest extent permitted by law, no Partner shall have any personal liability whatsoever, to the Partnership or to the other Partners or to any other Person bound by this Agreement, including any damages arising out of the breach of any such Partner’s fiduciary duties as such duties may have been modified by this Agreement. Without limitation of the foregoing, no property or assets of such Partner, other than its interest in the Partnership, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) in favor of any other Partner(s) or any other Person bound by this Agreement and arising out of, or in connection with, this Agreement. This Agreement is executed by the officers of the Special Limited Partner, in the name and on behalf of the Special Limited Partner, in its capacity as managing member of the General Partner, solely as officers of the Special Limited Partner, and not in their own individual capacities.

F. To the extent that, at law or in equity, the General Partner or the Special Limited Partner, as the sole member of the General Partner or in its capacity as a Limited Partner, or Parent, or any other Indemnitee, has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Limited Partners, none of the General Partner, the Special Limited Partner, as the sole member of the General Partner or in its capacity as a Limited Partner, or Parent, or any other Indemnitee, shall be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement or any otherwise applicable provision of law or in equity, neither the General Partner nor any other Indemnitee shall have any fiduciary duties, or, to the fullest extent permitted by law, except to the extent expressly provided in this Agreement, other duties, obligations or liabilities, to the Partnership, any Limited Partner or any other Person who has acquired an interest in a Partnership Interest, and, to the fullest extent permitted by law, the General Partner and the other Indemnitees shall only be subject to any contractual standards imposed and existing under this Agreement.

G. To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement any Person is permitted or required to make a decision (i) in its “sole and absolute discretion,” “sole discretion”, “discretion”, “at its election” or under a grant of similar authority or latitude, such Person shall be entitled to consider only such interests and factors as it desires, including its own interests, shall have no duty or obligation to give any consideration to any interest or factors affecting the Partnership, the Partners, or any other Person bound by this Agreement, and shall be entitled to act in a manner adverse to the interests of the Partnership, the Partners or any other Person bound by this Agreement, or (ii) in its “good faith” or under another expressed standard, such Person shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise. If any question should arise with respect to the operation of the Partnership, which is not otherwise specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement, the General Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in such a manner as it shall deem, in its sole discretion, to be fair and equitable, and its determination and interpretations so made shall be final and binding on all parties and shall not constitute a breach of this Agreement, of any agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty.

H. To the fullest extent permitted by applicable law, no Indemnitee shall be liable to the Partnership, any Partner or any other Person bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnitee in good faith on behalf of the Partnership and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnitee by this Agreement, except that an Indemnitee shall be liable for any such loss, damage or claim incurred if (i) such act or omission was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, if such Indemnitee had reasonable cause to believe that such act or omission was unlawful; or (iii) such loss, damage or claim incurred resulted from any transaction for which such Indemnitee actually received an improper personal benefit in money, property or services in violation or breach of any provision of this Agreement.

I. Notwithstanding anything to the contrary in this agreement, it is understood and/or agreed that the term “good faith” as used in this agreement shall, in each case, mean “subjective good faith” as understood and interpreted under Delaware law; provided, however, that for the avoidance of doubt, any resolution of a conflict of interest between the Special Limited Partner, the Parent or the interests of stockholders of the Special Limited Partner or Parent, on the one hand, and the Partnership or any Limited Partner on the other hand, in a manner favorable to the Special Limited Partner, the Parent or the interests of the stockholders of the Special Limited Partner or Parent shall not be deemed a violation of such “subjective good faith” standard.

Section 7.9 Other Matters Concerning the General Partner and the Special Limited Partner.

A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

B. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any duly authorized agents or a duly appointed attorney or attorneys-in-fact (including, without limitation, the Special Limited Partner). Each such agent or attorney shall, to the extent authorized by the General Partner, have full power and authority to do and perform all and every act and duty that is permitted or required to be done by the General Partner hereunder.

C. Notwithstanding any other provision of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Parent and the Special Limited Partner to continue to qualify as REITs, (ii) for Parent and the Special Limited Partner otherwise to satisfy the REIT Requirements, (iii) for Parent and the Special Limited Partner to avoid incurring any taxes under Code Section 857 or Code Section 4981, or (iv) for any Parent Affiliate and Special Limited Partner Affiliate to continue to qualify as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners and each other Person bound by this Agreement and shall not constitute a breach of this Agreement, of any agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty.

D. To the extent Parent, the Special Limited Partner, or their respective officers or directors or any other Indemnitee, take any action in the name or on behalf of the General Partner, in the General Partner’s capacity as the sole general partner of the Partnership, Parent, the Special Limited Partner and their respective officers and directors or any other Indemnitee, shall be entitled to the same protection as the General Partner and its members, managers and agents.

Section 7.10 Title to Partnership Assets .

Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively with other Partners or Persons, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner or the Special Limited Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner, or any nominee or Affiliate of the General Partner or the Special Limited Partner shall be held by the General Partner or such nominee or Affiliate for the use and benefit of the Partnership in accordance with the provisions of this Agreement. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

Section 7.11 Reliance by Third Parties .

Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest, both legally and beneficially. To the fullest extent permitted by law, each Limited Partner and each other Person bound by this Agreement hereby waives any and all claims, defenses or other remedies that may be available to such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expediency of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

ARTICLE 8

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 8.1 Limitation of Liability .

No Limited Partner, including the Special Limited Partner, acting in its capacity as such, shall have any liability under this Agreement except for liability resulting from (i) an act or omission on the part of such Limited Partner that was committed in bad faith or was the result of active and deliberate dishonesty; (ii) in the case of any criminal proceeding, an act or omission that such Limited Partner had reasonable cause to believe was unlawful; or (iii) any transaction for which such Limited Partner actually received an improper personal benefit in money, property or services in violation or breach of any provision of this Agreement, or as expressly provided in this Agreement (including, without limitation, Section 10.4 hereof) or under the Act.

Section 8.2 Management of Business .

No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any member, manager, employee, partner or agent of the General Partner or the Partnership, in their capacity as such, including the Special Limited Partner, in its capacity as the sole member of the General Partner) shall take part in the operations, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by the General Partner, or any member, manager or agent of the General Partner, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

Section 8.3 Outside Activities of Limited Partners .

To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered

into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (including the Special Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner or the Special Limited Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. Notwithstanding any other provision of this Agreement, or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, to the fullest extent permitted by law, including without limitation Section 7.1.A and Section 7.6, one or more Affiliates of the Special Limited Partner may own membership interests or similar equity interests in one or more Subsidiaries, provided that the aggregate amount of such interests owned by the Affiliates of the Special Limited Partner in any one Subsidiary shall not exceed 5% of such Subsidiary’s outstanding membership or similar equity interests.

Section 8.4 Return of Capital .

Except pursuant to the rights of Redemption set forth in Section 15.1 hereof or in any Partnership Unit Designation, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. Except to the extent provided in Article 5 and Article 6 hereof or otherwise expressly provided in this Agreement or in any Partnership Unit Designation, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee either as to the return of Capital Contributions or as to profits, losses or distributions.

Section 8.5 Rights of Limited Partners Relating to the Partnership .

A. Except as limited by Section 8.5.C hereof, the General Partner shall deliver to each Limited Partner a copy of any information mailed or electronically delivered to all of the common stockholders of Parent as soon as practicable after such mailing.

B. The Partnership shall notify any Limited Partner that is a Qualifying Party, on request, of the then current REIT Share Adjustment Factor and Parent Share Adjustment Factor and any change made to the REIT Share Adjustment Factor or Parent Share Adjustment Factor shall be set forth in the quarterly report required by Section 9.3.B hereof immediately following the date any such change becomes effective.

C. Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners (or any of them), for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or the General Partner or (ii) the Partnership or the General Partner is required by law or by agreement to keep confidential.

D. Upon written request by any Limited Partner, the General Partner shall cause the ownership of Partnership Interests by such Limited Partner to be evidenced by a certificate in such form as the General Partner may determine with respect to any class of Partnership Interests issued from time to time under this Agreement. Any officer of the General Partner may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Partnership alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated. Unless otherwise determined by an officer of the General Partner, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Partnership a bond in such sum as the General Partner may direct as indemnity against any claim that may be made against the Partnership.

Section 8.6 Partnership Right to Call Limited Partner Interests .

Notwithstanding any other provision of this Agreement, on and after the date on which the aggregate Percentage Interests of the Limited Partners (other than the Special Limited Partner or any Limited Partner that is an affiliate of The Blackstone Group L.P.) are less than one percent (1%), the Partnership shall have the right, but not the obligation, from time to time and at any time to redeem any and all outstanding Limited Partner Interests (other than the Special Limited Partner’s Limited Partner Interests or the Limited Partner Interests of any affiliate of The Blackstone Group L.P.) by treating any such Limited Partner as a Tendering Party who has delivered a Notice of Redemption pursuant to Section 15.1 hereof for the amount of Partnership Common Units to be specified by the General Partner, in its sole and absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.6. Such notice given by the General Partner to a Limited Partner pursuant to this Section 8.6 shall be treated as if it were a Notice of Redemption delivered to the General Partner by such Limited Partner. For purposes of this Section 8.6, (a) any Limited Partner (whether or not otherwise a Qualifying Party) may, in the General Partner’s sole and absolute discretion, be treated as a Qualifying Party that is a Tendering Party and (b) the provisions of Sections 15.1.F(2) and 15.1.F(3) hereof shall not apply, but the remainder of Section 15.1 hereof shall apply, mutatis mutandis.

ARTICLE 9

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.1 Records and Accounting .

A. The General Partner shall keep or cause to be kept at the principal place of business of the Partnership those records and documents, if any, required to be maintained by the Act and any other books and records deemed by the General Partner to be appropriate with respect to the Partnership’s business, including, without limitation, all books and records necessary to provide to the Limited Partners any information, lists and copies of documents required to be provided pursuant to Section 8.5.A, Section 9.3 or Article 13 hereof. Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on any information storage device, provided that the records so maintained are convertible into clearly legible written form within a reasonable period of time.

B. The books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles, or on such other basis as the General Partner determines to be necessary or appropriate. To the extent permitted by sound accounting practices and principles, the Partnership and the General Partner may operate with integrated or consolidated accounting records, operations and principles.

Section 9.2 Partnership Year .

For purposes of this Agreement, “Partnership Year” means the fiscal year of the Partnership, which shall be the same as the tax year of the Partnership. The tax year shall be the calendar year unless otherwise required by the Code.

Section 9.3 Reports .

A. As soon as practicable, but in no event later than one hundred five (105) days after the close of each Partnership Year, the General Partner shall cause to be mailed to each Limited Partner of record as of the close of the Partnership Year, financial statements of the Partnership, or of the Special Limited Partner or Parent if such statements are prepared solely on a consolidated basis with the Special Limited Partner or Parent, as the case may be, for such Partnership Year, presented in accordance with generally accepted accounting principles, such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner.

B. As soon as practicable, but in no event later than sixty (60) days after the close of each calendar quarter (except the last calendar quarter of each year), the General Partner shall cause to be mailed to each Limited Partner of record as of the last day of the calendar quarter, a report containing unaudited financial statements of the Partnership for such calendar quarter, or of the Special Limited Partner or Parent if such statements are prepared solely on a consolidated basis with the Special Limited Partner or Parent, as the case may be, and such other information as may be required by applicable law or regulation or as the General Partner determines to be appropriate.

C. The General Partner shall have satisfied its obligations under Section 9.3.A and Section 9.3.B by posting or making available the reports required by this Section 9.3 on the website maintained from time to time by the Partnership, the Special Limited Partner or Parent, provided that such reports are able to be printed or downloaded from such website.

D. At the request of any Limited Partner, for any purpose reasonably related to such Limited Partner’s interest in the Partnership, the General Partner shall, subject to Section 17-305(b) of the Act, provide access to the books, records and workpapers upon which the reports required by this Section 9.3 are based, to the extent required by the Act.

ARTICLE 10

TAX MATTERS

Section 10.1 Preparation of Tax Returns .

The General Partner shall arrange for the preparation and timely filing of all returns with respect to Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax and any other tax reporting purposes. The Limited Partners shall promptly provide the General Partner with such information relating to the Contributed Properties as is readily available to the Limited Partners, including tax basis and other relevant information, as may be reasonably requested by the General Partner from time to time.

Section 10.2 Tax Elections .

Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including, but not limited to, the election under Code Section 754. The General Partner shall have the right to seek to revoke any such election (including, without limitation, any election under Code Section 754) upon the General Partner’s determination in its sole and absolute discretion that such revocation is in the best interests of the Partners.

Section 10.3 Tax Matters Partner .

A. The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes. The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 7.4 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder.

B. The tax matters partner is authorized, but not required:

(1) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a “ Final Adjustment ”) is mailed to the tax matters partner, to seek judicial review of such Final Adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Partnership’s principal place of business is located;

(2) to intervene in any action brought by any other Partner for judicial review of a final adjustment;

(3) to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(4) to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and

(5) to take any other action on behalf of the Partners or any of them in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.

The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.7 hereof shall be fully applicable to the tax matters partner in its capacity as such.

Section 10.4 Withholding .

Each Holder hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Holder any amount of federal, state, local or foreign taxes that the General Partner determines, in its sole and absolute discretion, the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Holder pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Code Section 1441, Code Section 1442, Code Section 1445 or Code Section 1446 (a “ Tax Advance ”). Any amount withheld with respect to a Holder pursuant to this Section 10.4 shall be treated as paid or distributed, as applicable, to such Holder for all purposes under this Agreement. Any amount paid on behalf of or with respect to a Holder, in excess of any such withheld amount, shall constitute a loan by the Partnership to such Holder, which loan shall be repaid by such Holder within thirty (30) days after the affected Holder receives written notice from the General Partner that such payment must be made, provided that the Holder shall not be required to repay such deemed loan if either (i) the Partnership withholds such payment from a distribution that would otherwise be made to the Holder or (ii) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the funds of the Partnership that would, but for such payment, be distributed to the Holder. Any amounts payable by a Holder hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in the Wall Street Journal (but not higher than the maximum lawful rate) from the date such amount is due (i.e., thirty (30) days after the Holder receives written notice of such amount) until such amount is paid in full. Each Holder hereby agrees to indemnify and hold harmless the Partnership and the General Partner and each other Partner from and against any liability, claim or expense with respect to any Tax Advance withheld or required to be withheld on behalf of or with respect to such Partner. In the event the Partnership is liquidated and a liability or claim is asserted against, or expense borne by, the General Partner or any Holder for any Tax Advance, the Partnership shall have the right to be reimbursed from the Holder on whose behalf such withholding or tax payment was made or required to be made.

Section 10.5 Organizational Expenses .

The General Partner may cause the Partnership to elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a 180-month period as provided in Section 709 of the Code.

Section 10.6 Treatment of Partnership as Disregarded Entity .

Notwithstanding anything to the contrary in this Agreement, if the Partnership is treated as a Disregarded Entity with respect to the Special Limited Partner during any period, then the other provisions of this Agreement shall be applied (or not applied) in a manner consistent with such treatment with respect to such period, as determined by the General Partner in its sole and absolute discretion. In the event of any conflict between this Section 10.6 and any other provision of this Agreement, this Section 10.6 shall control.

ARTICLE 11

PARTNER TRANSFERS AND WITHDRAWALS

Section 11.1 Transfer .

A. To the fullest extent permitted by law, no part of the interest of a Partner shall be subject to the claims of any creditor, to any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement.

B. No Partnership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11. To the fullest extent permitted by law, any Transfer or purported Transfer of a Partnership Interest not made in accordance with this Article 11 shall be null and void ab initio .

C. No Transfer of any Partnership Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the Consent of the General Partner; provided , however , that, as a condition to such Consent, the lender may be required to enter into an arrangement with the Partnership and the General Partner to redeem or exchange for the Parent Shares Amount any Partnership Units in which a security interest is held by such lender simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code (provided that, for purpose of calculating the Parent Shares Amount in this Section 11.1.C, “ Tendered Units ” shall mean all such Partnership Units in which a security interest is held by such lender).

Section 11.2 Transfer of General Partner’s Partnership Interest .

A. Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may not Transfer all or any portion of its Partnership Interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) without the Consent of the Limited Partners (but may do so with the Consent of the Limited Partners). It is a condition to any Transfer of a Partnership Interest of a General Partner otherwise permitted hereunder that: (i) coincident with such Transfer, the transferee is admitted as a General Partner pursuant to Section 12.1 hereof; (ii) the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such Transferred Partnership Interest; and (iii) the transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired and the admission of such transferee as a General Partner.

B. Certain Transactions of the General Partner . Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may, without the consent of any Limited Partner or other Person, Transfer all of its Partnership Interest in connection with (a) a merger, consolidation or other combination of its assets with another entity, (b) a sale of all or substantially all of the General Partner’s assets not in the ordinary course of the Partnership’s business or (c) a reclassification, recapitalization or change of any outstanding equity interests of the General Partner (each, a “ Termination Transaction ”) if:

(i) in connection with such Termination Transaction, all of the Limited Partners will receive, or will have the right to elect to receive, for each Partnership Common Unit an amount of cash, securities or other property equal to the product of the Parent Share Adjustment Factor and the greatest amount of cash, securities or other property paid to a holder of one Parent Share in consideration of one Parent Share pursuant to the terms of such Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of the outstanding Parent Shares, each holder of Partnership Common Units shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities or other property which such holder of Partnership Common Units would have received had it exercised its right to Redemption pursuant to Article 15 hereof and received Parent Shares in exchange for its Partnership Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction were consummated; or

(ii) all of the following conditions are met: (w) substantially all of the assets directly or indirectly owned by the surviving entity are owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “ Surviving Partnership ”); (x) the Limited Partners that held Partnership Common Units immediately prior to the consummation of such Termination Transaction own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (y) the rights, preferences and privileges in the Surviving Partnership of such Limited Partners are at least as favorable as those in effect with respect to the Partnership Common Units immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (z) the rights of such Limited Partners include at least one of the following: (a) the right to redeem their interests in the Surviving Partnership for the consideration available to such persons pursuant to Section 11.2.B(i) or (b) the right to redeem their interests in the Surviving Partnership for cash on terms substantially equivalent to those in effect with respect to their Partnership Common Units immediately prior to the consummation of such transaction, or, if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the Parent Shares.

C. Notwithstanding the other provisions of this Article 11 (other than Section 11.6.D hereof), the General Partner may Transfer all of its Partnership Interests at any time to any Person that is, at the time of such Transfer an Affiliate of the General Partner, including any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), without the Consent of any Limited Partners. The provisions of Section 11.2.B, 11.3, 11.4.A and 11.5 hereof shall not apply to any Transfer permitted by this Section 11.2.C.

D. Except in connection with Transfers permitted in this Article 11 and as otherwise provided in Section 12.1 in connection with the Transfer of the General Partner’s entire Partnership Interest, the General Partner may not voluntarily withdraw as a general partner of the Partnership without the Consent of the Limited Partners.

Section 11.3 Limited Partners’ Rights to Transfer .

A. General . Prior to the end of the applicable Restricted Period and except as provided in Section 11.1.C hereof, no Limited Partner shall Transfer all or any portion of its Partnership Interest to any transferee without the Consent of the General Partner, which may be given or withheld in its sole and absolute discretion; provided , however , that any Limited Partner may, at any time, without the consent or approval of the General Partner, (i) Transfer all or part of its Partnership Interest to any Family Member (including a Transfer by a Family Member that is an inter vivos or testamentary trust (whether revocable or irrevocable) to a Family Member that is a beneficiary of such trust), any Charity, any Controlled Entity or any Affiliate, or (ii) pledge (a “ Pledge ”) all or any portion of its Partnership Interest to a lending institution as collateral or security for a bona fide loan or other extension of credit, and Transfer such pledged Partnership Interest to such lending institution in connection with the exercise of remedies under such loan or extension of credit (any Transfer or Pledge permitted by this proviso is hereinafter referred to as a “ Permitted Transfer ”). After such Restricted Period, each Limited Partner, and each transferee of a Limited Partner Interest or Assignee pursuant to a Permitted Transfer, shall have the right to Transfer all

or any portion of its Partnership Interest to any Person, without the Consent of the General Partner but subject to the provisions of Section 11.4 hereof and to satisfaction of each of the following conditions:

(1) Special Limited Partner Right of First Refusal . The transferor Limited Partner (or the Partner’s estate in the event of the Partner’s death) shall give written notice of the proposed Transfer to the General Partner and the Special Limited Partner, which notice shall state (i) the identity and address of the proposed transferee and (ii) the amount and type of consideration proposed to be received for the Transferred Partnership Interests. The Special Limited Partner shall have ten (10) Business Days upon which to give the transferor Limited Partner notice of its election to acquire the Partnership Interests on the terms set forth in such notice. If it so elects, it shall purchase the Partnership Interests on such terms within ten (10) Business Days after giving notice of such election; provided , however , that in the event that the proposed terms involve a purchase for cash, the Special Limited Partner may at its election deliver in lieu of all or any portion of such cash a note from the Special Limited Partner payable to the transferor Limited Partner at a date as soon as reasonably practicable, but in no event later than one hundred eighty (180) days after such purchase, and bearing interest at an annual rate equal to the total dividends declared with respect to one (1) REIT Share for the four (4) preceding fiscal quarters of the Special Limited Partner, divided by the Value of one REIT Share as of the closing of such purchase; and provided , further , that such closing may be deferred to the extent necessary to effect compliance with the Hart-Scott-Rodino Act, if applicable, and any other applicable requirements of law. If it does not so elect, the transferor Limited Partner may Transfer such Partnership Interests to a third party, on terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

(2) Qualified Transferee . Any Transfer of a Partnership Interest shall be made only to a single Qualified Transferee; provided , however , that, for such purposes, all Qualified Transferees that are Affiliates, or that comprise investment accounts or funds managed by a single Qualified Transferee and its Affiliates, shall be considered together to be a single Qualified Transferee; and provided , further , that each Transfer meeting the minimum Transfer restriction of Section 11.3.A(4) hereof may be to a separate Qualified Transferee.

(3) Opinion of Counsel . The transferor Limited Partner shall deliver or cause to be delivered to the General Partner an opinion of counsel reasonably satisfactory to it to the effect that the proposed Transfer may be effected without registration under the Securities Act and will not otherwise violate the registration provisions of the Securities Act and the regulations promulgated thereunder or violate any state securities laws or regulations applicable to the Partnership or the Partnership Interests Transferred; provided , however , that the General Partner may, in its sole and absolute discretion, waive this condition upon the request of the transferor Limited Partner. If, in the opinion of such counsel, such Transfer would require the filing of a registration statement under the Securities Act or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Transferred Partnership Interests, the General Partner may prohibit any Transfer otherwise permitted under this Section 11.3 by a Limited Partner of Partnership Interests.

(4) Minimum Transfer Restriction . Any Transferring Partner must Transfer not less than the lesser of (i) five hundred (500) Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner, without, in each case, the Consent of the General Partner; provided , however , that, for purposes of determining compliance with the foregoing restriction, all Partnership Units owned by Affiliates of a Limited Partner shall be considered to be owned by such Limited Partner.

(5) Exception for Permitted Transfers . The conditions of Sections 11.3.A(1) through 11.3.A(4) hereof shall not apply in the case of a Permitted Transfer.

It is a condition to any Transfer permitted hereunder (whether or not such Transfer is effected during or after the applicable Restricted Period) that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the Consent of the General Partner. Notwithstanding the foregoing, any transferee of any Transferred Partnership Interest shall be subject to any restrictions on ownership and transfer of stock of the Special Limited Partner and/or Parent contained in the Special Limited Partner Charter or the Parent Charter, as the case may be, that may limit or restrict such transferee’s ability to exercise its Redemption rights, including, without limitation, the Parent Share Ownership Limit. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof.

B. Incapacity . If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate, and such power as the Incapacitated Limited Partner possessed to Transfer all or any part of its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

C. Adverse Tax Consequences . Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion to prevent the Partnership from being taxable as a corporation for federal income tax purposes. In furtherance of the foregoing, except with the Consent of the General Partner, no Transfer by a Limited Partner of its Partnership Interests (including any Redemption, any other acquisition of Partnership Units by the Special Limited Partner or the General Partner or any acquisition of Partnership Units by the Partnership) may be made to or by any Person if such Transfer could (i) result in the Partnership being treated as an association taxable as a corporation; (ii) result in a termination of the Partnership under Code Section 708; (iii) be treated as effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704 and the Regulations promulgated thereunder, (iv) result in the Partnership being unable to qualify for one or more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “ Safe Harbors ”) or (v) in the General Partner’s judgment in its sole and absolute discretion, adversely affect the ability of the Special Limited Partner to continue to qualify as a REIT or subject the Special Limited Partner to any additional taxes under Code Section 857 or Code Section 4981.

Section 11.4 Admission of Substituted Limited Partners .

A. No Limited Partner shall have the right to substitute a transferee (including any transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Limited Partner in its place. A transferee of a Limited Partner Interest may be admitted as a Substituted Limited Partner only with the Consent of the General Partner, which may be given or withheld in its sole and absolute discretion. The

failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee and (iii) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the General Partner, to effect such Assignee’s admission as a Substituted Limited Partner.

B. Concurrently with, and as evidence of, the admission of a Substituted Limited Partner, the General Partner shall update the books and records of the Partnership to reflect the name, address and number and class and/or series of Partnership Units of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and number of Partnership Units of the predecessor of such Substituted Limited Partner.

C. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement.

Section 11.5 Assignees .

If the General Partner does not Consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Limited Partner, as described in Section 11.4 hereof, or in the event that any Partnership Interest is deemed to have been Transferred notwithstanding the restrictions set forth in this Article 11, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Partnership attributable to the Partnership Interest assigned to such transferee and the rights to Transfer the Partnership Interest provided in this Article 11, but shall not be deemed to be a holder of a Partnership Interest for any other purpose under this Agreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Partnership Interest on any matter presented to the Partners for approval (such right to Consent or vote, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Limited Partner). In the event that any such transferee desires to make a further Transfer of any such Partnership Interest, such transferee shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Limited Partner desiring to make a Transfer of a Limited Partner Interest.

Section 11.6 General Provisions .

A. No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 with respect to which the transferee becomes a Substituted Limited Partner; (ii) pursuant to a redemption (or acquisition by the Special Limited Partner) of all of its Partnership Units pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) the acquisition by the General Partner or the Special Limited Partner of all of such Limited Partner’s Partnership Interest, whether or not pursuant to Section 15.1.B hereof.

B. Any Limited Partner who shall Transfer all of its Partnership Units in a Transfer (i) permitted pursuant to this Article 11 where such transferee was admitted as a Substituted Limited Partner, (ii) pursuant to the exercise of its rights to effect a redemption of all of its Partnership Units pursuant to a Redemption under Section 15.1 hereof and/or pursuant to any Partnership Unit Designation or (iii) to the Special Limited Partner, whether or not pursuant to Section 15.1.B hereof, shall cease to be a Limited Partner.

C. If any Partnership Unit is Transferred in compliance with the provisions of this Article 11, or is redeemed by the Partnership, or acquired by the Special Limited Partner pursuant to Section 15.1 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such Partnership Unit for such Partnership Year shall be allocated to the transferor Partner or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, to the transferee Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d), using the “interim closing of the books” method or another permissible method selected by the General Partner in its sole and absolute discretion. Solely for purposes of making such allocations, unless the General Partner decides in its sole and absolute discretion to use another method permitted under the Code, each of such items for the calendar month in which a Transfer occurs shall be allocated to the transferee Partner and none of such items for the calendar month in which a Transfer or a Redemption occurs shall be allocated to the transferor Partner, or the Tendering Party (as the case may be) if such Transfer occurs on or before the fifteenth (15th) day of the month, otherwise such items shall be allocated to the transferor. All distributions of funds attributable to such Partnership Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment or Redemption shall be made to the transferor Partner or the Tendering Party (as the case may be) and, in the case of a Transfer other than a Redemption, all distributions of funds thereafter attributable to such Partnership Unit shall be made to the transferee Partner.

D. In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of a Partnership Interest by any Partner (including any Redemption, any acquisition of Partnership Units by the Special Limited Partner or any other acquisition of Partnership Units by the Partnership) be made: (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) except with the Consent of the General Partner, which may be given or withheld in its sole and absolute discretion, of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer could cause any of Parent, the Special Limited Partner, any Parent Affiliate or any Special Limited Partner Affiliate to cease to comply with the REIT Requirements or to cease to qualify as a “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)); (v) except with the Consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such Transfer could, based on the advice of counsel to the Partnership or the General Partner, cause a termination of the Partnership for federal or state income tax purposes (except as a result of the Redemption (or acquisition by the Special Limited Partner) of all Partnership Common Units held by all Limited Partners (other than the Special Limited Partner)); (vi) if such Transfer could, based on the advice of legal counsel to the Partnership or the General Partner, cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the Redemption (or acquisition by the Special Limited Partner) of all Partnership Common Units held by all Limited Partners (other than the Special Limited Partner)); (vii) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c)); (viii) if such Transfer could, based on the advice of legal counsel to the Partnership or the General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101; (ix) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws (including, without limitation, the Securities Act or the Securities

Exchange Act of 1934, as amended) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws; (x) except with the Consent of the General Partner, if such Transfer could (1) be treated as effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and the Regulations promulgated thereunder, (2) cause the Partnership to become a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code, (3) could be in violation of Section 3.4.C(iii), or (4) could cause the Partnership to fail one or more of the Safe Harbors; (xi) if such Transfer causes the Partnership (as opposed to the Special Limited Partner) to become a reporting company under the Exchange Act; (xii) if such Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended. The General Partner shall, in its sole and absolute discretion, be permitted to take all action necessary to prevent the Partnership from being classified as a “publicly traded partnership” under Code Section 7704.

E. Transfers pursuant to this Article 11 may only be made on the first day of a fiscal quarter of the Partnership, unless the General Partner, in its sole and absolute discretion, otherwise Consents.

ARTICLE 12

ADMISSION OF PARTNERS

Section 12.1 Admission of Successor General Partner .

A successor to all of the General Partner’s General Partner Interest pursuant to a Transfer permitted by Section 11.2 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately upon such Transfer. Upon any such Transfer and the admission of any such transferee as a successor General Partner in accordance with this Section 12.1, the transferor General Partner shall be relieved of its obligations under this Agreement and shall cease to be a general partner of the Partnership without any separate Consent of the Limited Partners or the consent or approval of any other Partners. Any such successor General Partner shall carry on the business and affairs of the Partnership without dissolution. In each case, the admission shall be subject to the successor General Partner executing and delivering to the Partnership an acceptance of all of the terms and conditions of this Agreement and such other documents or instruments as may be required to effect the admission of such Person as a General Partner. Upon any such Transfer, the transferee shall become the successor General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner. Concurrently with, and as evidence of, the admission of a successor General Partner, the General Partner shall update the books and records of the Partnership to reflect the name, address and number and classes and/or series of Partnership Units of such successor General Partner.

Section 12.2 Admission of Additional Limited Partners .

A. A Person (other than an existing Partner) who makes a Capital Contribution to the Partnership in exchange for Partnership Interests and in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof, (ii) a counterpart signature page to this Agreement executed by such Person and (iii) such other documents or instruments as may be required in the sole and absolute discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner. Concurrently with, and as evidence of, the admission of an Additional Limited Partner, the General Partner shall update the books and records of the Partnership to reflect the name, address and number and classes and/or series of Partnership Interests of such Additional Limited Partner.

B. Notwithstanding anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the Consent of the General Partner, which may be given or withheld in its sole and absolute discretion. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the Consent of the General Partner to such admission and the satisfaction of all the conditions set forth in Section 12.2.A.

C. If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit allocable among Holders for such Partnership Year shall be allocated among such Additional Limited Partner and all other Holders by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d), using the “interim closing of the books” method or another permissible method selected by the General Partner, in its sole and absolute discretion. Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all the Holders including such Additional Limited Partner, in accordance with the principles described in Section 11.6.C hereof. All distributions of funds with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than the Additional Limited Partner, and all distributions of funds thereafter shall be made to all the Partners and Assignees including such Additional Limited Partner.

D. Any Additional Limited Partner admitted to the Partnership that is an Affiliate of the Special Limited Partner shall be deemed to be a “Special Limited Partner Affiliate” hereunder and shall be reflected as such on the books and records of the Partnership.

E. Any Additional Limited Partner admitted to the Partnership that is an Affiliate of Parent shall be deemed to be a “Parent Affiliate” hereunder and shall be reflected as such on the books and records of the Partnership.

Section 12.3 Amendment of Agreement and Certificate of Limited Partnership .

For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to update the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (and to update the books and records of the Partnership) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

Section 12.4 Limit on Number of Partners .

Unless otherwise permitted by the General Partner in its sole and absolute discretion, no Person shall be admitted to the Partnership as an Additional Limited Partner if the effect of such admission would be to cause the Partnership to have a number of Partners that would cause the Partnership to become a reporting company under the Exchange Act.

Section 12.5 Admission .

A Person shall be admitted to the Partnership as a limited partner of the Partnership or a general partner of the Partnership only upon strict compliance, and not upon substantial compliance, with the requirements set forth in this Agreement for admission to the Partnership as a Limited Partner or a General Partner.

ARTICLE 13

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 13.1 Dissolution .

The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner is hereby authorized to and shall, continue the business and affairs of the Partnership without dissolution. However, the Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following (each a “Liquidating Event”):

A. an event of withdrawal, as defined in Section 17-402 of the Act (including, without limitation, bankruptcy), or the withdrawal in violation of this Agreement, of the last remaining General Partner unless, within ninety (90) days after the withdrawal, a Majority in Interest of the Partners remaining agree in writing, in their sole and absolute discretion, to continue the business of the Partnership and to the appointment, effective as of the date of such withdrawal, of a successor General Partner;

B. an election to dissolve the Partnership made by the General Partner in its sole and absolute discretion, with or without the Consent of the Limited Partners;

C. entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act; and

D. at any time that there are no limited partners of the Partnership unless the business of the Partnership is continued in accordance with the Act.

Section 13.2 Winding Up .

A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. The General Partner (or, in the event that there is no remaining General Partner or the General Partner has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Partners (the General Partner or such other Person being referred to herein as the “ Liquidator ”)) shall be responsible for overseeing the winding up and termination of the Partnership and shall take full account of the Partnership’s liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of stock in the Special Limited Partner) shall be applied and distributed in the following order:

(1) First, to the satisfaction of all of the Partnership’s debts and liabilities to creditors other than the Holders (whether by payment or the making of reasonable provision for payment thereof);

(2) Second, to the satisfaction of all of the Partnership’s debts and liabilities to the General Partner and the Special Limited Partner (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4 hereof;

(3) Third, to the satisfaction of all of the Partnership’s debts and liabilities to the other Holders (whether by payment or the making of reasonable provision for payment thereof); and

(4) Fourth, to the Partners in accordance with their positive Capital Account balances, determined after taking into account all Capital Account adjustments for all prior periods and the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 13.2.A(4)); provided, that if distributions pursuant to this clause (4) would result in the Partners receiving cumulative distributions from the Partnership that differ from the distributions that would be required under Article 5, then the proceeds from liquidation shall be made in the manner prescribed in Article 5.

The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13 other than reimbursement of its expenses as set forth in Section 7.4.

B. Notwithstanding the provisions of Section 13.2.A hereof that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to the termination of the Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the subjective good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

C. If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), except as otherwise agreed to by such Holder, such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.

D. In the sole and absolute discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be applied and distributed in the order of priority set forth in Section 13.2A may be:

(1) distributed to a trust established for the Partnership for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent, conditional or unmatured liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be applied and distributed, from time to time, in the sole and absolute discretion of the Liquidator, in the same proportions and amounts as would otherwise have been applied and distributed as set forth in Section 13.2A; or

(2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent, conditional or unmatured) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be applied and distributed in the manner and order of priority set forth in Section 13.2.A hereof as soon as practicable.

Section 13.3 Deemed Contribution and Distribution .

Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

Section 13.4 Rights of Holders .

Except as otherwise provided in this Agreement and subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, (a) each Holder shall look solely to the assets of the Partnership for the return of its Capital Contribution, (b) no Holder shall have the right or power to demand or receive property other than cash from the Partnership and (c) no Holder shall have priority over any other Holder as to the return of its Capital Contributions, distributions or allocations.

Section 13.5 Notice of Dissolution .

In the event that a Liquidating Event occurs, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each Holder and, in the General Partner’s sole and absolute discretion or as required by the Act, to all other parties with whom the Partnership regularly conducts business (as determined in the sole and absolute discretion of the General Partner), and the General Partner may publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the sole and absolute discretion of the General Partner).

Section 13.6 Cancellation of Certificate of Limited Partnership .

Upon the completion of the winding up of the Partnership, the Certificate shall be canceled in the manner required by the Act.

Section 13.7 Reasonable Time for Winding-Up .

A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2 hereof, in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect between and among the Partners during the period of winding up; provided, however, reasonable efforts shall be made to complete such winding-up within twenty-four (24) months after the adoption of a plan of liquidation of the General Partner, as provided in Section 562(b)(1)(B) of the Code, if necessary, in the sole and absolute discretion of the General Partner.

ARTICLE 14

PROCEDURES FOR ACTIONS AND CONSENTS

OF PARTNERS; AMENDMENTS; MEETINGS

Section 14.1 Procedures for Actions and Consents of Partners .

The actions requiring Consent of any Partner or Partners pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 14.

Section 14.2 Amendments .

Amendments to this Agreement may be proposed by the General Partner or by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners and shall be approved by the Consent of the General Partner and, except as set forth in Section 7.3.C and subject to Section 7.3.D and the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, shall be approved by the Consent of the Limited Partners. Following such proposal, the General Partner shall submit to the Partners entitled to vote thereon any proposed amendment that, pursuant to the terms of this Agreement, requires the consent, approval or vote of such Partners. The General Partner shall seek the consent, approval or vote of the Partners entitled to vote thereon on any such proposed amendment in accordance with Section 14.3 hereof. Notwithstanding any provision of this Agreement otherwise to the contrary, the General Partner may, without the consent or approval of any other Partner or any other Person, amend this Agreement and the Certificate to effect the creation or establishment of a series of the Partnership pursuant to Section 17-218 of the Act and/or to terminate such series, including pursuant to the First Amendment to the Agreement, to be dated on or about the date hereof (the “ First Amendment ”) and to reflect the termination of such series and the First Amendment in connection therewith.

Section 14.3 Actions and Consents of the Partners .

A. Meetings of the Partners may be called only by the General Partner to transact any business that the General Partner determines. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than sixty (60) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Unless approval by a different number or proportion of the Partners is required by this Agreement, the Consent of the General Partner and the Consent of the Limited Partners shall be required to approve such proposal at a meeting of the Partners. Whenever the Consent of Partners is permitted or required under this Agreement, such Consent may be given at a meeting of Partners or in accordance with the procedure prescribed in Section 14.3.B hereof.

B. Any action requiring the Consent of any Partner or group of Partners pursuant to this Agreement or that is required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a Consent in writing or by electronic transmission (as defined in Section 17-405(d) of the Act) setting forth the action so taken or consented to is given by Partners whose Consent would be sufficient to approve such action at a meeting of the Partners. Such Consent may be in one instrument or in several instruments, and shall have the same force and effect as the affirmative vote of such Partners at a meeting of the Partners. Such Consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a Consent in writing or by electronic transmission, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the General Partner’s recommendation with respect to the proposal; provided , however , that an action shall become effective at such time as requisite Consents are received even if prior to such specified time.

C. Each Partner entitled to act at a meeting of the Partners may authorize any Person or Persons to act for it by proxy on all matters in which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest.

D. The General Partner may set, in advance, a record date for the purpose of determining the Partners (i) entitled to Consent to any action, (ii) entitled to receive notice of any meeting of the Partners or (iii) in order to make a determination of Partners for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of the Partners, not less than five (5) days, before the date on which the meeting is to be held. If no record date is fixed, the record date for the determination of Partners entitled to notice of a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any other determination of Partners shall be the effective date of such Partner action, distribution or other event. When a determination of the Partners entitled to Consent at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof.

E. Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the Special Limited Partner’s stockholders and may be held at the same time as, and as part of, the meetings of the Special Limited Partner’s stockholders.

ARTICLE 15

GENERAL PROVISIONS

Section 15.1 Redemption Rights of Qualifying Parties .

A. Subject to any applicable Restricted Period, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem all or a portion of the Partnership Common Units held by such Tendering Party (Partnership Common Units that have in fact been tendered for redemption being hereafter referred to as “ Tendered Units”) in exchange (a “ Redemption ”) for the Cash Amount payable on the Specified Redemption Date. The Partnership may, in the General Partner’s sole and absolute discretion, redeem Tendered Units at the request of the Holder thereof prior to the end of the applicable Restricted Period (subject to the terms and conditions set forth herein) (a “ Special Redemption ”); provided , however , that the General Partner first receives a legal opinion to the same effect as the legal opinion described in Section 15.1.G(4) of this Agreement. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner and the Special Limited Partner by the Qualifying Party when exercising the Redemption right (the “ Tendering Party ”). The Partnership’s obligation to effect a Redemption, however, shall not arise or be binding against the Partnership until the earlier of (i) the date the General Partner, on behalf of the Partnership, notifies the Tendering Party that the Partnership has declined to elect to require the Special Limited Partner to acquire some or all of the Tendered Units under Section 15.1.B hereof following

receipt of a Notice of Redemption and (ii) the Business Day following the Cut-Off Date. In the event of a Redemption, the Cash Amount shall be delivered as a certified or bank check payable to the Tendering Party or, in the General Partner’s sole and absolute discretion, in immediately available funds, in each case, on or before the tenth (10th) Business Day following the date on which the General Partner receives a Notice of Redemption from the Tendering Party.

B. Notwithstanding the provisions of Section 15.1.A hereof, on or before the close of business on the Cut-Off Date, the Partnership may, in the General Partner’s sole and absolute discretion, elect to require the Special Limited Partner to acquire some or all (such percentage being referred to as the “ Applicable Percentage ”) of the Tendered Units from the Tendering Party in exchange for Parent Shares. If the Partnership elects to require the Special Limited Partner to acquire some or all of the Tendered Units pursuant to this Section 15.1.B, the Partnership shall give written notice thereof to the Tendering Party on or before the close of business on the Cut-Off Date. If the Partnership elects to require the Special Limited Partner to acquire any of the Tendered Units for Parent Shares, the Special Limited Partner shall deliver such Parent Shares to the Tendering Party pursuant to the terms of this Section 15.1.B, in which case (1) the Special Limited Partner shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption right with respect to such Tendered Units and (2) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the Special Limited Partner in exchange for the Parent Shares Amount. If the Partnership so elects, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the Special Limited Partner in exchange for a number of Parent Shares equal to the product of the Parent Shares Amount and the Applicable Percentage. The Tendering Party shall submit (i) such information, certification or affidavit as the Special Limited Partner may reasonably require in connection with the application of the Parent Share Ownership Limit to any such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the Special Limited Partner’s view, to effect compliance with the Securities Act. In the event of an election by the Partnership to require the Special Limited Partner to purchase the Tendered Units pursuant to this Section 15.1.B, the Tendering Party shall no longer have the right to cause the Partnership to effect a Redemption of such Tendered Units and, upon notice to the Tendering Party by the Partnership given on or before the close of business on the Cut-Off Date that the Partnership has elected to require the Special Limited Partner to acquire some or all of the Tendered Units pursuant to this Section 15.1.B, the obligation of the Partnership to effect a Redemption of the Tendered Units as to which the General Partner’s notice relates shall not accrue or arise. A number of Parent Shares equal to the product of the Applicable Percentage and the Parent Shares Amount, if applicable, shall be delivered by the Special Limited Partner as duly authorized, validly issued, fully paid and non-assessable Parent Shares and, if applicable, Rights, free of any pledge, lien, encumbrance or restriction, other than the Parent Share Ownership Limit, the Securities Act and relevant state securities or “blue sky” laws. Neither any Tendering Party whose Tendered Units are acquired by the Special Limited Partner pursuant to this Section 15.1.B, any Partner, any Assignee nor any other interested Person shall have any right to require or cause Parent or the Special Limited Partner to register, qualify or list any Parent Shares owned or held by such Person, whether or not such Parent Shares are issued pursuant to this Section 15.1.B, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided , however , that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between Parent or the Special Limited Partner and any such Person. Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such Parent Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Redemption Date. Parent Shares delivered upon an acquisition of the Tendered Units by the Special Limited Partner pursuant to this Section 15.1.B may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Special Limited Partner in good faith determines to be necessary or advisable in order to ensure compliance with such laws.

C. Notwithstanding the provisions of Section 15.1.A and 15.1.B hereof, the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited by the Special Limited Partner Charter or the Parent Charter and shall have no rights to require the Partnership to redeem Tendered Units or require the Special Limited Partner to acquire Tendered Units if such a redemption or the acquisition of such Tendered Units by the Special Limited Partner pursuant to Section 15.1.B hereof would cause any Person to violate the REIT Share Ownership Limit or the Parent Share Ownership Limit. To the extent that any attempted Redemption or acquisition of the Tendered Units by the Special Limited Partner pursuant to Section 15.1.B hereof would be in violation of this Section 15.1.C, to the fullest extent permitted by law, it shall be null and void ab initio , and the Tendering Party shall not acquire any rights or economic interests in Parent Shares otherwise deliverable by the Special Limited Partner under Section 15.1.B hereof or cash otherwise payable under Section 15.1.A hereof.

D. If the Partnership does not elect to require the Special Limited Partner to acquire the Tendered Units pursuant to Section 15.1.B hereof:

(1) The Partnership may, in the sole and absolute discretion of the General Partner, elect to raise funds for the payment of the Cash Amount either (a) by requiring that the Special Limited Partner contribute to the Partnership funds from the proceeds of a sale by the Special Limited Partner of REIT Shares sufficient to purchase the Tendered Units or (b) from any other sources (including, but not limited to, the sale of any Property and the incurrence of additional Debt) available to the Partnership. The Special Limited Partner shall make a Capital Contribution of any such amounts to the Partnership in exchange for additional Partnership Units, and the Partnership is hereby authorized from time to time to issue such additional Partnership Units in consideration therefor without any further act, approval or vote of any Partner or other Persons. Any such contribution shall entitle the Special Limited Partner to an equitable Percentage Interest adjustment.

(2) If the Cash Amount is not paid on or before the Specified Redemption Date, interest shall accrue with respect to the Cash Amount from the day after the Specified Redemption Date to and including the date on which the Cash Amount is paid at a rate equal to the base rate on corporate loans at large United States money center commercial banks, as published from time to time in the Wall Street Journal (but not higher than the maximum lawful rate).

E. Notwithstanding the provisions of Section 15.1.B hereof, the Special Limited Partner shall not acquire any Tendered Units in exchange for Parent Shares if such exchange would be prohibited under the Special Limited Partner Charter or the Parent Charter or result in any violation of the REIT Share Ownership Limit or the Parent Share Ownership Limit.

F. Notwithstanding anything herein to the contrary (but subject to Section 15.1.C hereof), with respect to any Redemption (or any tender of Partnership Common Units for Redemption if the Tendered Units are acquired by the Special Limited Partner pursuant to Section 15.1.B hereof) pursuant to this Section 15.1:

(1) All Partnership Common Units acquired by the Special Limited Partner pursuant to Section 15.1.B hereof shall automatically, and without further action required, be converted into and deemed to be a Special Limited Partner’s Partnership Interest comprised of the same number of Partnership Common Units.

(2) Subject to the Parent Share Ownership Limit, no Tendering Party may effect a Redemption for less than one thousand (1,000) Partnership Common Units or, if such Tendering Party holds (as a Limited Partner or, economically, as an Assignee) less than one thousand (1,000) Partnership Common Units, all of the Partnership Common Units held by such Tendering Party, without, in each case, the Consent of the General Partner, which may be given or withheld in its sole and absolute discretion.

(3) If (i) a Tendering Party surrenders its Tendered Units during the period after the Partnership Record Date with respect to a distribution and before the record date established by Parent for a distribution to its stockholders of some or all of its portion of such Partnership distribution, and (ii) the Partnership elects to require the Special Limited Partner to acquire any of such Tendered Units in exchange for Parent Shares pursuant to Section 15.1.B, such Tendering Party shall pay to the Special Limited Partner on the Specified Redemption Date an amount in cash equal to the portion of the Partnership distribution in respect of the Tendered Units exchanged for Parent Shares, insofar as such distribution relates to the same period for which such Tendering Party would receive a distribution in respect of such Parent Shares.

(4) The consummation of such Redemption (or an acquisition of Tendered Units by the Special Limited Partner pursuant to Section 15.1.B hereof, as the case may be) shall be subject to the expiration or termination of the applicable waiting period, if any, under the Hart-Scott-Rodino Act.

(5) The Tendering Party shall continue to own (subject, in the case of an Assignee, to the provisions of Section 11.5 hereof) all Partnership Common Units subject to any Redemption, and be treated as a Limited Partner or an Assignee, as applicable, with respect to such Partnership Common Units for all purposes of this Agreement, until such Partnership Common Units are either paid for by the Partnership pursuant to Section 15.1.A hereof or transferred to the Special Limited Partner and paid for, by the delivery of the Parent Shares, pursuant to Section 15.1.B hereof on the Specified Redemption Date. Until a Specified Redemption Date and an acquisition of the Tendered Units by the Special Limited Partner pursuant to Section 15.1.B hereof, the Tendering Party shall have no rights as a stockholder of Parent with respect to the Parent Shares deliverable in connection with such acquisition.

G. In connection with an exercise of Redemption rights pursuant to this Section 15.1, except as otherwise Consented to by the General Partner, in its sole and absolute discretion, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption:

(1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of Parent Shares by (i) such Tendering Party and (ii) to the best of their knowledge any Related Party and (b) representing that, after giving effect to the Redemption or an acquisition of the Tendered Units by the Special Limited Partner pursuant to Section 15.1.B hereof, neither the Tendering Party nor to the best of their knowledge any Related Party will own Parent Shares in violation of the Parent Share Ownership Limit;

(2) A written representation that neither the Tendering Party nor to the best of their knowledge any Related Party has any intention to acquire any additional Parent Shares prior to the closing of the Redemption or an acquisition of the Tendered Units by the Special Limited Partner pursuant to Section 15.1.B hereof on the Specified Redemption Date;

(3) An undertaking to certify, at and as a condition to the closing of (i) the Redemption or (ii) the acquisition of the Tendered Units by the Special Limited Partner pursuant to Section 15.1.B hereof on the Specified Redemption Date, that either (a) the actual and

constructive ownership of Parent Shares by the Tendering Party and to the best of their knowledge any Related Party remain unchanged from that disclosed in the affidavit required by Section 15.1.G(1) or (b) after giving effect to the Redemption or an acquisition of the Tendered Units by the Special Limited Partner pursuant to Section 15.1.B hereof, neither the Tendering Party nor to the best of their knowledge any Related Party shall own Parent Shares in violation of the Parent Share Ownership Limit; and

(4) In connection with any Special Redemption, the Special Limited Partner shall have the right to receive an opinion of counsel reasonably satisfactory to it to the effect that the proposed Special Redemption will not cause Parent, the Partnership, the General Partner or the Special Limited Partner to violate any federal or state securities laws or regulations applicable to the Special Redemption, the issuance and sale of the Tendered Units to the Tendering Party or the issuance and sale of Parent Shares to the Tendering Party pursuant to the Section 15.1.B of this Agreement.

Section 15.2 Addresses and Notice .

Any notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written or electronic communication (including by telecopy, facsimile, electronic mail or commercial courier service) to the Partner, or Assignee at the address set forth in the books and records of the partnership or such other address of which the Partner shall notify the General Partner in accordance with this Section 15.2.

Section 15.3 Titles and Captions .

All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” or “Sections” are to Articles and Sections of this Agreement.

Section 15.4 Pronouns and Plurals .

Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 15.5 Further Action .

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.6 Binding Effect .

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.7 Waiver .

A. To the fullest extent permitted by law, no failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

B. The restrictions, conditions and other limitations on the rights and benefits of the Limited Partners contained in this Agreement, and the duties, covenants and other requirements of performance or notice by the Limited Partners, are for the benefit of the Partnership and, except for an obligation to pay money to the Partnership, may be waived or relinquished by the General Partner, in its sole and absolute discretion, on behalf of the Partnership in one or more instances from time to time and at any time; provided , however , that any such waiver or relinquishment may not be made if it would have the effect of (i) creating liability for any other Limited Partner, (ii) causing the Partnership to cease to qualify as a limited partnership, (iii) reducing the amount of cash otherwise distributable to the Limited Partners (other than any such reduction that affects all of the Limited Partners holding the same class or series of Partnership Units on a uniform or pro rata basis, if approved by a Majority in Interest of the Limited Partners holding such class or series of Partnership Units), (iv) resulting in the classification of the Partnership as an association or publicly traded partnership taxable as a corporation for federal income tax purposes or (v) violating the Securities Act, the Exchange Act or any state “blue sky” or other securities laws; and provided , further , that any waiver relating to compliance with (x) the REIT Share Ownership Limit or other restrictions in the Special Limited Partner Charter shall be made and shall be effective only as provided in the Special Limited Partner Charter or (y) the Parent Share Ownership Limit or other restrictions in the Parent Charter shall be made and shall be effective only as provided in the Parent Charter.

Section 15.8 Counterparts .

This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial .

A. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the Act, the provisions of this Agreement shall control and take precedence.

B. Each Partner hereby (i) submits to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware (collectively, the “ Delaware Courts ”), with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, (ii) to the fullest extent permitted by law, irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of any of the Delaware Courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper, (iii) to the fullest extent permitted by law, agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be properly served or delivered if delivered to such Partner at such Partner’s last known address as set forth in the Partnership’s books and records, and (iv) to the fullest extent permitted by law, irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.

Section 15.10 Entire Agreement .

This Agreement contains all of the understandings and agreements between and among the Partners with respect to the subject matter of this Agreement and the rights, interests and obligations of the Partners with respect to the Partnership. Notwithstanding anything to the contrary in this Agreement, the Partners hereby acknowledge and agree that the General Partner, on its own behalf and/or on behalf of the Partnership, without the approval of any Limited Partner, may enter into side letters or similar written agreements with Limited Partners that are not Affiliates of the General Partner, executed contemporaneously with the admission of such Limited Partner to the Partnership, which have the effect of establishing rights under, or altering or supplementing, the terms hereof, as negotiated with such Limited Partner and which the General Partner in its sole discretion deems necessary, desirable or appropriate. The parties hereto agree that any terms, conditions or provisions contained in such side letters or similar written agreements with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement, including Section 7.3 and 14.2.

Section 15.11 Invalidity of Provisions .

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 15.12 Limitation to Preserve REIT Status .

Notwithstanding anything else in this Agreement, to the extent that the amount to be paid, credited, distributed or reimbursed by the Partnership to any REIT Partner or its officers, directors, employees or agents, whether as a reimbursement, fee, expense or indemnity (a “ REIT Payment ”), would constitute gross income to the REIT Partner for purposes of Code Section 856(c)(2) or Code Section 856(c)(3), then, notwithstanding any other provision of this Agreement, the amount of such REIT Payments, as selected by the General Partner in its sole and absolute discretion from among items of potential distribution, reimbursement, fees, expenses and indemnities, shall be reduced for any Partnership Year so that the REIT Payments, as so reduced, for or with respect to such REIT Partner shall not exceed the lesser of:

(i) an amount equal to the excess, if any, of (a) four and nine-tenths percent (4.9%) of the REIT Partner’s total gross income (but excluding the amount of any REIT Payments and amounts excluded from gross income pursuant to Section 856(c)(5)(G) of the Code) for the Partnership Year that is described in subsections (A) through (I) of Code Section 856(c)(2) over (b) the amount of gross income (within the meaning of Code Section 856(c)(2)) derived by the REIT Partner from sources other than those described in subsections (A) through (I) of Code Section 856(c)(2) (but not including the amount of any REIT Payments and amounts excluded from gross income pursuant to Section 856(c)(5)(G) of the Code); or

(ii) an amount equal to the excess, if any, of (a) twenty-four percent (24%) of the REIT Partner’s total gross income (but excluding the amount of any REIT Payments and amounts excluded from gross income pursuant to Section 856(c)(5)(G) of the Code) for the Partnership Year that is described in subsections (A) through (I) of Code Section 856(c)(3) over (b) the amount of gross income (within the meaning of Code Section 856(c)(3)) derived by the REIT Partner from sources other than those described in subsections (A) through (I) of Code Section 856(c)(3) (but not including the amount of any REIT Payments and amounts excluded from gross income pursuant to Section 856(c)(5)(G) of the Code);

provided, however , that REIT Payments in excess of the amounts set forth in clauses (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts should not adversely affect the REIT Partner’s ability to qualify as a REIT. To the extent that REIT Payments may not be made in a Partnership Year as a consequence of the limitations set forth in this Section 15.12, such REIT Payments shall carry over and shall be treated as arising in the following Partnership Year if such carry over does not adversely affect the REIT Partner’s ability to qualify as a REIT, provided, however, that any such REIT Payment shall not be carried over more than three Partnership Years, and any such remaining payments shall no longer be due and payable. The purpose of the limitations contained in this Section 15.12 is to prevent any REIT Partner from failing to qualify as a REIT under the Code by reason of such REIT Partner’s share of items, including distributions, reimbursements, fees, expenses or indemnities, receivable directly or indirectly from the Partnership, and this Section 15.12 shall be interpreted and applied to effectuate such purpose.

Section 15.13 No Partition .

No Partner nor any successor-in-interest to a Partner shall have the right while this Agreement remains in effect to have any property of the Partnership partitioned, or to file a complaint or institute any proceeding at law or in equity to have such property of the Partnership partitioned, and each Partner, on behalf of itself and its successors and assigns hereby waives any such right. It is the intention of the Partners that the rights of the parties hereto and their successors-in-interest to Partnership property, as among themselves, shall be governed by the terms of this Agreement, and that the rights of the Partners and their respective successors-in-interest shall be subject to the limitations and restrictions as set forth in this Agreement.

Section 15.14 No Third-Party Rights Created Hereby .

The provisions of this Agreement are solely for the purpose of defining the interests of the Holders, inter se; and no other person, firm or entity (i.e., a party who is not a signatory hereto or a permitted successor to such signatory hereto) shall have any right, power, title or interest by way of subrogation or otherwise, in and to the rights, powers, title and provisions of this Agreement; provided, that Indemnitees are intended third-party beneficiaries of Section 7.7. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans to the Partnership or to pursue any other right or remedy hereunder or at law or in equity. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may any such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or any of the Partners.

Section 15.15 No Rights as Stockholders .

Nothing contained in this Agreement shall be construed as conferring upon the Holders of Partnership Interests any rights whatsoever as stockholders of Parent, including without limitation any right to receive dividends or other distributions made to stockholders of Parent or to vote or to consent or receive notice as stockholders in respect of any meeting of stockholders for the election of directors of Parent or any other matter.

[Remainder of Page Left Blank Intentionally]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.


GENERAL PARTNER: BRIXMOR OP GP LLC, a Delaware limited liability company,

By:
		Name: Its:


SPECIAL LIMITED PARTNER: BPG SUBSIDIARY INC. a Delaware corporation,

By:
		Name: Its:

LIMITED PARTNERS:

EXHIBIT A

EXAMPLES REGARDING REIT SHARE ADJUSTMENT FACTOR

For purposes of the following examples, it is assumed that (a) the REIT Share Adjustment Factor in effect on is 1.0 and (b) on (the “ Partnership Record Date ” for purposes of these examples), prior to the events described in the examples, there are 100 REIT Shares issued and outstanding.

Example 1

On the Partnership Record Date, the Special Limited Partner declares a dividend on its outstanding REIT Shares in REIT Shares. The amount of the dividend is one REIT Share paid in respect of each REIT Share owned. Pursuant to Paragraph (i) of the definition of “REIT Share Adjustment Factor,” the REIT Share Adjustment Factor shall be adjusted on the Partnership Record Date, effective immediately after the stock dividend is declared, as follows:

1.0 * 200/100 = 2.0

Accordingly, the REIT Share Adjustment Factor after the stock dividend is declared is 2.0.

Example 2

On the Partnership Record Date, the Special Limited Partner distributes options to purchase REIT Shares to all holders of its REIT Shares. The amount of the distribution is one option to acquire one REIT Share in respect of each REIT Share owned. The strike price is $4.00 a share. The Value of a REIT Share on the Partnership Record Date is $5.00 per share. Pursuant to Paragraph (ii) of the definition of “REIT Share Adjustment Factor,” the REIT Share Adjustment Factor shall be adjusted on the Partnership Record Date, effective immediately after the options are distributed, as follows:

1.0 * (100 + 100)/(100 + [100 * $4.00/$5.00]) = 1.1111

Accordingly, the REIT Share Adjustment Factor after the options are distributed is 1.1111. If the options expire or become no longer exercisable, then the retroactive adjustment specified in Paragraph (ii) of the definition of “REIT Share Adjustment Factor” shall apply.

Example 3

On the Partnership Record Date, the Special Limited Partner distributes assets to all holders of its REIT Shares. The amount of the distribution is one asset with a fair market value (as determined by the General Partner) of $1.00 in respect of each REIT Share owned. It is also assumed that the assets do not relate to assets received by the Special Limited Partner pursuant to a pro rata distribution by the Partnership. The Value of a REIT Share on the Partnership Record Date is $5.00 a share. Pursuant to Paragraph (iii) of the definition of “REIT Share Adjustment Factor,” the REIT Share Adjustment Factor shall be adjusted on the Partnership Record Date, effective immediately after the assets are distributed, as follows:

1.0 * $5.00/($5.00 – $1.00) = 1.25

Accordingly, the REIT Share Adjustment Factor after the assets are distributed is 1.25.

B-1

EXHIBIT B

NOTICE OF REDEMPTION

To:

[ ]

The undersigned Limited Partner or Assignee hereby irrevocably tenders for Redemption Partnership Common Units in Brixmor Operating Partnership LP in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of [ ] as amended (the “ Agreement ”), and the Redemption rights referred to therein. The undersigned Limited Partner or Assignee:

(a) undertakes (i) to surrender such Partnership Common Units and any certificate therefor at the closing of the Redemption and (ii) to furnish to the General Partner, prior to the Specified Redemption Date, the documentation, instruments and information required under Section 15.1.G of the Agreement;

(b) directs that the certified check representing the Cash Amount, or the Parent Shares, as applicable, deliverable upon the closing of such Redemption be delivered to the address specified below;

(i) the undersigned Limited Partner or Assignee is a Qualifying Party,

(ii) the undersigned Limited Partner or Assignee has, and at the closing of the Redemption will have, good, marketable and unencumbered title to such Partnership Common Units, free and clear of the rights or interests of any other person or entity,

(iii) the undersigned Limited Partner or Assignee has, and at the closing of the Redemption will have, the full right, power and authority to tender and surrender such Partnership Common Units as provided herein, and

(iv) the undersigned Limited Partner or Assignee has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such tender and surrender; and

(d) acknowledges that the undersigned will continue to own such Partnership Common Units until and unless either (1) such Partnership Common Units are acquired by the Special Limited Partner pursuant to Section 15.1.B of the Agreement or (2) such redemption transaction closes.

All capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them respectively in the Agreement.

C-1


Dated: __________________				Name of Limited Partner or Assignee:




				(Signature of Limited Partner or Assignee)


				(Street Address)


				(City) (State) (Zip Code)

				Signature Medallion Guaranteed by:



Issue Check Payable to:

Please insert social security or identifying number:

C-2

Exhibit 10.1.1

AMENDMENT NO. 1

TO THE AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF BRIXMOR OPERATING PARTNERSHIP LP

This Amendment No. 1, dated as of , 2013 (this “ Amendment No. 1 ”), is made to that certain Amended and Restated Limited Partnership Agreement of Brixmor Operating Partnership LP (the “ Partnership ”), dated as of , 2013 (as amended from time to time, the “ Partnership Agreement ”), by and among Brixmor OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Partnership (the “ General Partner ”), and the Persons admitted to the Partnership and identified on the books and records of the Partnership as limited partners of the Partnership, in their respective capacities as limited partners of the Partnership (each, a “ Limited Partner ”). This Amendment No. 1 shall be effective simultaneously with the effectiveness of the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of , 2013. The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “ Partners ” and each of them individually as a “ Partner ”.

Capitalized terms used but not defined herein shall have the meaning given thereto in the Partnership Agreement.

Preliminary Statements

WHEREAS, the General Partner and the Limited Partners have caused to be filed a Certificate of Limited Partnership of the Partnership that contemplates the Partnership may establish one or more series of partnership interests within the meaning of Section 17-218 of the LP Act; and

WHEREAS, the General Partner and the Limited Partners are simultaneously entering into an Amended and Restated Limited Partnership Agreement of the Partnership and desire to amend such agreement so as to provide authorization to the General Partner to establish, create and issue a series of partnership interests in the Partnership on the terms set forth herein and in the Separate Series Agreement set forth in Exhibit A attached hereto, and to admit limited partners to the Partnership who shall be associated solely with such Series; and

WHEREAS, the General Partner is permitted to adopt this Amendment No. 1 pursuant to Section 14.2 of the Partnership Agreement.

NOW, THEREFORE , in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Partners do hereby agree as follows:

Amendments .

(a) Article 15 of the Partnership Agreement is hereby amended by adding the following section thereto:

15.16 Series .

(a) The Partnership shall be authorized to establish a designated series of partnership interests in the Partnership in accordance with this Agreement and pursuant to Section 17-218 of the LP Act, which series of partnership interests shall have separate rights, powers and duties with respect to specified property or obligations and profits and losses associated with specified property or obligations, and, to the extent provided in this Agreement or the Separate Series Agreement, having a separate business purpose or investment objective (the “ Series ”).

(b) In accordance with the provisions of this Section, the General Partner hereby establishes a single Series on the date hereof and simultaneously with the effectiveness of this Agreement (the “ Series Date ”). The Series established by the General Partner on the Series Date is hereby designated as Series A. The assets of the Partnership set forth on Schedule A to the Separate Series Agreement, and all debts, liabilities, obligations and expenses incurred or assumed by the Partnership, in each case, prior to the Series Date, relating to such assets, shall be associated with Series A and not the Partnership generally. The Series A General Partner and the Series A Limited Partner shall be admitted as general partner and a limited partner, respectively, of the Partnership solely associated with Series A (and not associated with the Partnership generally), upon the execution by it or on its behalf of the Separate Series Agreement. Other than as set forth in this Section or the Separate Series Agreement, the Partnership’s assets shall be deemed owned by the Partnership generally. No Series A Partner shall have any rights or powers over the Partnership generally or the assets of the Partnership generally, or be considered a Partner under this Agreement or the Partnership generally, unless such Series A Partner is also a Partner associated with the Partnership generally, and then only to the extent of its interest in the Partnership generally.

(c) Pursuant to Section 17-218 of the LP Act, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to Series A shall be enforceable only against the assets of Series A, and not against the assets of the Partnership generally. Further, pursuant to Section 17-218 of the LP Act, none of the debts, liabilities, obligations or expenses incurred, contracted for or otherwise existing with respect to the Partnership generally shall be enforceable against the assets of Series A. Notwithstanding any other provision of this Agreement, records shall be maintained by the General Partner and the Series A General Partner with respect to Series A that account for the assets associated with Series A separately from the assets of the Partnership generally, in accordance with Section 17-218 of the LP Act. The General Partner, the Series A General Partner and the Partnership shall not commingle the assets of Series A with the assets of the Partnership, generally. The Certificate shall contain a notice of the limitation of liabilities of the Series in conformity with Section 17-218 of the LP Act. Upon termination of Series A, each Series A Partner shall look solely to the assets associated with

Series A for the return of its Capital Contributions, if any, made to Series A, and if the assets of Series A remaining after satisfaction (whether by payment or reasonable provision for payment) of the debts, liabilities, expenses and obligations of Series A are insufficient to return such Capital Contributions, the Series A Partners shall have no recourse against the Partnership, the General Partner, the Series A General Partner or any other Partner.

(d) Non-Core Series GP, LLC, a Delaware limited liability company, shall be the general partner of the Partnership associated with Series A, but shall not be a general partner of the Partnership with respect to the Partnership generally.

(e) Notwithstanding Section 14.2 of this Agreement, the General Partner and the Series A General Partner may amend this Agreement to change the terms of Series A with the prior written consent of the Series A Partners that would be required if such amendment were made to the Separate Series Agreement; provided , however , that changes to the terms of Series A (and amendments to this Agreement or the Separate Series Agreement to implement such changes) may be made by the General Partner and the Series A General Partner, in their sole discretion, without the consent of any other Partner or any other Person, to the extent that the General Partner and the Series A General Partner determine that such changes to the terms of Series A do not materially and adversely affect the Series A Limited Partner without the written consent of the Series A Limited Partners.

(b) Article I of the Partnership Agreement is hereby amended by amending and restating and/or adding, as applicable, the following defined terms:

“ General Partner ” means Brixmor OP GP LLC, a Delaware limited liability company, but shall not include the Series A General Partner.

“ Separate Series Agreement ” means the agreement in the form attached as Exhibit A hereto that governs the terms of Series A and the relationships of the Series A Partners with respect to Series A.

“ Series ” means the designated series (Series A) of partnership interests in the Partnership established, created and issued in accordance with Amendment No. 1 and the Separate Series Agreement and pursuant to Section 17-218 of the LP Act, and having separate rights, powers and duties with respect to specified property and obligations and, to the extent provided in Amendment No. 1 or the Separate Series Agreement, having a separate business purpose or investment objective. The only Series shall be Series A.

“ Series A ” shall mean the Series established by the General Partner on the Series Date named “Series A” with the terms and characteristics set forth in Amendment No. 1 and the Separate Series Agreement.

“ Series A General Partner ” shall mean Non-Core Series GP, LLC, a Delaware limited liability company, in its capacity as a general partner of the Partnership associated only with Series A and not the Partnership generally.

“ Series A Limited Partner ” shall mean a Person admitted to the Partnership as a limited partner of the Partnership and associated solely with Series A, in its capacity as a limited partner of the Partnership solely associated with Series A and not the Partnership generally.

“ Series A Partners ” shall mean the Series A General Partner, in its capacity as the general partner of the Partnership associated with Series A, and the Series A Limited Partners.

“ Series Date ” shall have the meaning set forth in Section 15.16 hereof.

“Upon the completion of the winding up of the Partnership and the Series, the Certificate shall be cancelled in the manner required by the Act.”

Ratification and Confirmation of the Partnership Agreement; No Other Changes . Except as modified by this Amendment No. 1, the Partnership Agreement is hereby ratified and confirmed in all respects. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provision of the Partnership Agreement, other than as contemplated herein.

3.	Effectiveness . This Amendment No. 1 shall be effective as of the Series Date. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

Applicable Law . This Amendment No. 1 shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. In the event of a conflict between any provision of this Amendment No. 1 and any non-mandatory provision of the LP Act, the provisions of this Amendment No. 1 shall control and take precedence.

5.	Counterparts . This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF , the parties hereto have executed this Amendment No. 1 as of the date first written above.


THE GENERAL PARTNER:

BRIXMOR OP GP LLC

By:
		Name:
		Title:

LIMITED PARTNERS:

BPG SUBSIDIARY INC.

By:
		Name:
		Title:

Exhibit 10.1.2

SEPARATE SERIES AGREEMENT

THIS SEPARATE SERIES AGREEMENT, dated as of , 2013 (this “Separate Series Agreement”), is entered into by and among BRE Non-Core Assets Inc. (the “Series A Limited Partner”), as a Limited Partner associated with Series A (as defined below), Non-Core Series GP, LLC (the “Series A General Partner”), as the general partner associated with Series A, Brixmor OP GP LLC, as the general partner (the “General Partner”) of Brixmor Operating Partnership LP (the “Partnership”) on behalf of the Partnership and solely to effect the transactions contemplated by Section I.4 hereof and to evidence its withdrawal as a Limited Partner of the Partnership associated with Series A, BPG Subsidiary Inc., a Delaware corporation (the “Initial Series A Limited Partner”). Capitalized terms used herein and not otherwise defined are used as defined in the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of , 2013, as amended by Amendment No. 1 thereto, dated as of , 2013 (as amended from time to time, the “Partnership Agreement”).

RECITALS

WHEREAS, the Partnership was heretofore formed as a Delaware limited partnership and is governed by and pursuant to the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §17-101, et seq .), as amended from time to time (the “LP Act”) and the Partnership Agreement; and

WHEREAS, the General Partner hereby desires to establish, create and issue the Series in accordance with the Partnership Agreement and to admit the Series A General Partner as the general partner associated with Series A and to admit the Initial Series A Limited Partner as the limited partner of the Partnership associated with Series A in accordance with Section 15.16 of the Partnership Agreement.

WHEREAS, with effect immediately following its admission as a Limited Partner of the Partnership associated with Series A, the Initial Series A Limited Partner desires to irrevocably and absolutely assign, transfer and convey all of its interest as a limited partner of the Partnership associated with Series A (the “Transferred Interest”) to the Series A Limited Partner.

WHEREAS, the Series A Limited Partner has agreed to accept, assume and acquire the Transferred Interest assigned, transferred and conveyed to it and to be bound by the terms and provisions of each of the Separate Series Agreement and the Partnership Agreement.

NOW THEREFORE, in consideration of the mutual promises and obligations contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

I.	CREATION OF SERIES.

1. Series .

In accordance with Section 15.16 of the Partnership Agreement, the General Partner hereby creates, establishes and designates Series A, which shall be a “Series” for purposes of the Partnership Agreement, with such terms as set forth herein and in the Partnership Agreement. For all purposes of the LP Act, this Separate Series Agreement, together with the Partnership Agreement, constitute the “partnership agreement” of the Partnership within the meaning of the LP Act.

2. Name of Series .

The name of the Series established by this Separate Series Agreement shall be “Series A”.

3. Purpose and Powers of Series A .

(a) Series A is formed for the purpose of receiving, acquiring, holding, leasing, managing, encumbering and disposing of the property set forth in the books and records of the Partnership and any proceeds thereof, and to engage in any other lawful business permitted by the LP Act or the laws of any jurisdiction in which Series A may do business, and to do all things necessary or incidental to any of the foregoing.

(b) Series A, and the Series A General Partner acting on behalf of Series A, shall have all the same powers and authority for the accomplishment of the purposes of Series A as the Partnership and the General Partner have under the Partnership Agreement for the accomplishment of the purposes of the Partnership generally; provided, however, that any restrictions or limitations on the powers or authority of the General Partner relating to qualification for REIT status shall not apply to Series A.

(c) Series A shall be a series of the Partnership within the meaning of Section 17-218 of the LP Act and this Separate Series Agreement shall not be deemed to create a company, venture or partnership between or among the Series A Partners or any other Persons with respect to any activities whatsoever other than the activities within the purposes of Series A as specified in Section 3(a) hereof.

4. Transfer of Transferred Interest.

(a) The Initial Series A Limited Partner hereby irrevocably and absolutely assigns, transfers and conveys all of its right, title and interest in and related to the Transferred Interest to the Series A Limited Partner.

(b) Contemporaneously with the assignment, transfer and conveyance described in paragraph (a) above, the Series A Limited Partner hereby (i) accepts the Transferred Interest assigned, transferred and conveyed to it in accordance with paragraph (a) above and assumes, and agrees to pay and perform, all unperformed obligations of the Initial Series A Limited Partner relating to the Transferred Interest, (ii) is admitted as a Limited Partner of the Partnership associated with Series A in respect of the Transferred Interest and (iii) agrees to be bound by all of the terms and conditions of the Separate Series Agreement and the Partnership Agreement.

(c) Each of the General Partner and the Series A General Partner hereby (i) consents to the assignment of the Transferred Interest by the Initial Series A Limited Partner to the Series A Limited Partner and (ii) agrees and acknowledges that all requirements and conditions required under the Separate Series Agreement and the Partnership Agreement for the transfer of the Transferred Interest have been satisfied or otherwise waived.

(d) The books and records of the Partnership shall promptly be revised to reflect the transactions set forth in this Section 4.

5. Management of Series A.

(a) Except as otherwise specifically provided herein, the management, control and operation of Series A shall be vested exclusively in the Series A General Partner, and the Series A General Partner shall have full power and authority and absolute discretion to exercise all powers necessary, convenient or desirable for the accomplishment of the purposes of the Series. The Series A Limited Partner shall not have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of Series A, it properties, or any other Series A Partner.

(b) The Series A Limited Partner agrees that any decision of the Series A General Partner hereunder regarding any action of or matter relating to Series A shall bind the Series A Limited Partner and shall have the same legal effect as the approval of the Series A Limited Partner of such action.

(c) The Series A General Partner shall have the authority to hire agents for Series A and to compensate such agents, notwithstanding the fact that such agents may be affiliated with the Series A General Partner. The Series A General Partner may appoint, employ or otherwise contract with any Person for the transaction of the business of Series A or the performance of services for or on behalf of Series A, and the Series A General Partner may delegate to any such Person such authority to act on behalf of Series A as the Series A General Partner may from time to time deem appropriate.

(d) The Series A General Partner shall be reimbursed by Series A solely from the assets of Series A for all expenses, disbursements and advances incurred or made on behalf of Series A, and other expenses necessary or appropriate to the conduct of Series A’s business and allocable to Series A. Calculation of such reimbursement amounts shall be made by the Series A General Partner. Except as expressly provided in this Separate Series Agreement, Series A General Partner shall not be entitled to any compensation from Series A.

(e) Series A shall purchase and maintain insurance separate and apart from the Partnership generally with respect to liabilities or expenses that may be incurred or related to the activities and business of Series A and its assets.

6. Duties and Obligations of the Partners.

(a) The parties intend to treat Series A as a separate entity (separate from the Partnership generally and any other series of the Partnership), for United States federal, state and local income tax purposes, which is treated as an entity that is disregarded from its owner, the Series A Limited Partner, and no Person shall take any action that is inconsistent with such classification, including, without limitation, making any election to the contrary.

(b) No Series A Partner shall take, or cause to be taken, any action that would result in the Series A Limited Partner having any personal liability for the obligations of Series A. The Series A General Partner shall be under a duty as described herein to conduct the affairs of Series A in a manner that it subjectively believes is in or not opposed to the best interests of Series A and the Series A Limited Partner, including the safekeeping and use of all Series A funds and assets and the use thereof for the exclusive benefit of Series A.

(c) Section 7.6 of the Partnership Agreement shall be applicable, mutatis mutandis , with respect to Series A as if Series A was the Partnership thereunder and as if the Series A General Partner was the General Partner in the definition of “Indemnitee as used therein, as if the Special Limited Partner was not referenced therein, and as if the Series A Limited Partner was the “Holder” thereunder. Notwithstanding the foregoing, the Series A Limited Partner shall indemnify the Series A General Partner from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, the management of Series A, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, the Series A General Partner’s intentional harm or gross negligence.

(d) Notwithstanding any duty otherwise existing at law or in equity, this Separate Series Agreement and the relationship of the Series A Partners in Series A shall not be construed in any manner to preclude any Partner from engaging in any activity whatsoever permitted by applicable law (whether or not such activity may compete, or constitute a conflict of interest, with Series A or any other Series A Partner).

7. Capital Contributions. The Series A Limited Partner’s percentage economic interest in Series A shall be 100%. No Capital Contribution will be required to be made by the Series A Limited Partner. Except as required by the LP Act, neither the General Partner nor the Series A General Partner shall not be obligated to contribute cash or other property to Series A, including in the case of any cash shortfall.

8. Allocations.

(a) All Net Income (Loss) of Series A for each Fiscal Period shall be allocated to the Series A Limited Partner.

(b) The General Partner may allocate any assets, debts, liabilities, expenses or other obligations of the Partnership acquired or incurred by the Partnership wholly or partially in respect of Series A to Series A in such percentages and proportions as the General Partner may determine appropriate in its sole discretion.

9. General Accounting and Tax Matters; Books and Records; Reports.

(a) Each Series A Partner shall be supplied with the information of Series A and the Partnership that is necessary to enable such Partner to prepare in a timely manner its United States federal, state and local income tax returns and such other financial or other statements and reports that are determined by the Series A General Partner.

(b) The Series A General Partner shall keep or cause to be kept books and records pertaining to Series A’s business showing all of its assets and liabilities, receipts and disbursements, realized profits and losses, and all transactions entered into by Series A. Such books and records shall be kept at the office of the Partnership and the Series A Partners and their representatives shall at all reasonable times have free access with respect to the books and records relating to Series A for the purpose of inspecting or copying the same for any purpose reasonably related to such Person’s interest as a Series A Partner. Series A’s books of account shall be kept on an accrual basis or as otherwise provided by the Series A General Partner and otherwise in accordance with generally accepted accounting principles, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles.

(c) All determinations, valuations, elections and other matters of judgment required to be made for accounting and tax purposes under this Separate Series Agreement or with respect to Series A shall be made by or under the direction of the Series A General Partner and shall be conclusive and binding on all Series A Partners, former Series A Partners, their successors or legal representatives and any other Person except for computational errors or fraud, and to the fullest extent permitted by law no such Person shall have the right to an accounting or an appraisal of the assets of Series A or any successor thereto except for computational errors or fraud.

(d) If the Series A General Partner determines it necessary, the books of Series A shall be examined, certified and audited annually as of the end of a Fiscal Year, by a recognized firm of independent certified public accountants. For each Fiscal Year of Series A for which the Series A General Partner has so approved an audit, such accountants shall determine and prepare full financial statements, including, without limitation, balance sheets, income statements and statements of changes in the financial position of Series A. The Series A General Partner shall promptly upon receipt of any such financial statements transmit copies thereof to each Series A Partner, together with the report and management letter of such accountants covering the results of such audit. The cost of all audits and reports provided to the Series A Partners pursuant to this paragraph and shall be an expense allocated to Series A.

10. Distributions.

(a) Distributions in respect of Series A shall be made in such amounts and at such times as the Series A General Partner shall determine from time to time after January 15, 2014.

(b) Each distribution in respect of Series A shall be made solely to the Series A Limited Partner or its Transferee.

(c) Notwithstanding any provision of this Separate Series Agreement, the Series A General Partner on behalf of Series A, shall not make any distribution to any Person on account of his, her or its interest in Series A if such distribution would violate the LP Act or other applicable law, or conflict with any agreement to which the Partnership is a party.

11. Redemption of Interests in Series A. Prior to the termination of Series A, the General Partner may, in its sole discretion, subject to the LP Act and other applicable law, transfer the assets and liabilities associated with Series A to the Series A Limited Partner in redemption of the interest of the Series A Limited Partner in Series A and, following such transfer, the General Partner may elect to terminate Series A. In effecting such transfer, the General Partner may admit the Series A Limited Partner as an equity holder in one or more entities that hold the assets and liabilities associated with Series A with substantially similar interests and rights to its interests and rights in Series A.

12. Termination of Series A.

(a) Series A shall terminate and its affairs shall be wound up upon the first to occur of the following: (i) the dissolution of the Partnership, (ii) the written consent of the Series A General Partner upon written notice delivered to the Series A Limited Partner, (iii) an event of withdrawal of a general partner associated with Series A has occurred under the LP Act, (iv) the entry of a decree of judicial termination of Series A under the LP Act or (v) following the redemption of the interest of the Series A Limited Partner in Series A pursuant to Section 11 above; provided, however, Series A shall not be terminated or required to be wound up upon an event of withdrawal of a general partner associated with Series A described in clause (iii) of this paragraph if (x) at the time of such event of withdrawal, there is at least one (1) other general partner associated with Series A who carries on the business of Series A (any remaining general partner associated with Series A being hereby authorized to carry on the business of Series A), or (y) within ninety (90) days after the occurrence of such event of withdrawal, any remaining Series A Partners agree in writing to continue the business of Series A and to the appointment, effective as of the date of the event of withdrawal, of one (1) or more additional general partners associated with Series A. The termination and winding up of Series A shall not, in it of itself, cause the dissolution of the Partnership. The termination of Series A shall not affect the limitation on liabilities of Series A.

(b) Upon termination of Series A, the Series A General Partner or a liquidating trustee, as applicable, shall commence to wind up the affairs of Series A.

(i) to pay creditors of Series A, other than Series A Partners, in satisfaction (either by the payment thereof or the making of reasonable provision therefor, including the establishment of reserves in amounts established by the Series A General Partner or

the liquidating trustee) of all debts, liabilities, obligations and expenses of Series A, including, without limitation, the expenses occurred in connection with the winding up of Series A;

(ii) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of Series A who are Series A Partners, either by the payment thereof or the making of reasonable provision therefore; and

(iii) the remaining assets of Series A shall be distributed to the Series A Limited Partner.

13. Transfers of Interests in Series A.

(a) With the written consent of the Series A General Partner, a Series A Partner may sell, exchange, transfer, pledge, hypothecate, assign or otherwise dispose of all or any part of its interest in Series A (a “Transfer”) to any person (a “Transferee”). No Transferee who is not a Series A Partner shall be admitted as a partner associated with Series A as a result of the Transfer except with the prior written consent of the Series A General Partner. Any Transferee who does not become a Series A Partner shall become an assignee in accordance with the LP Act and shall only be entitled to receive the right to share in the profits and losses, to receive distributions and to receive the allocations of income, gain, loss, deduction, credit or similar item to which such Series A Partner was entitled with respect to the Transferred interest, but shall not receive the right to participate in the management and affairs of Series A or to exercise any rights or powers of such Series A Partner.

(b) Any purported Transfer by a Series A Partner of all or any part of its interest in Series A to any Transferee in violation of this Section 13 shall, to the fullest extent permitted by law, be null and void and of no force or effect.

(c) Except as expressly provided in this Separate Series Agreement, a Series A Partner shall have no right to withdraw from the Partnership as a partner associated with Series A prior to the termination and completion of winding up of Series A.

(d) No additional Series A Partner may be admitted to the Partnership and become associated with Series A (whether by Transfer or upon the issuance of a new interest issued in respect of Series A) unless approved by the written consent of the Series A General Partner and the Series A Limited Partner.

(e) The admission of any Person as an additional Series A Partner shall be conditioned upon such Person’s written acceptance and adoption of all the terms and provisions of the Partnership Agreement and this Separate Series Agreement.

II.	MISCELLANEOUS PROVISIONS.

1. Binding Effect.

This Separate Series Agreement is binding upon and inures to the benefit of the parties hereto and, to the extent permitted by this Separate Series Agreement, their respective legal representatives, successors and permitted assigns.

2. Applicable Law.

This Separate Series Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. In the event of a conflict between any provision of this Separate Series Agreement and any non-mandatory provision of the LP Act, the provisions of this Separate Series Agreement shall control and take precedence.

3. Execution of Additional Instruments.

Each party hereto hereby agrees to execute such other and further statements of interests and holdings, designations and other instruments necessary to comply with any laws, rules or regulations as may be determined by the Series A General Partner.

4. Power of Attorney.

The Series A Limited Partner hereby constitutes and appoints the Series A General Partner with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all certificates and other instruments and all amendments thereof in accordance with the terms hereof which the Series A General Partner deems appropriate or necessary to form, qualify or continue the qualification of, the Partnership as a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership or Series A may conduct business or own property; (ii) all instruments which the Series A General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Separate Series Agreement or the Partnership Agreement, each in accordance with its terms; (iii) all conveyances and other instruments or documents which the Series A General Partner deems appropriate or necessary to reflect the dissolution or termination of the Partnership or the termination of Series A pursuant to the terms of this Separate Series Agreement or the Partnership Agreement; and (iv) all instruments relating to the admission, withdrawal or substitution of any additional or substitute Series A Partner. The power of attorney granted herein is intended to secure an interest in property and, in addition, the obligations of the Series A Limited Partner under this Separate Series Agreement. The power of attorney granted herein shall be irrevocable, is coupled with an interest, and shall survive and not be affected by the dissolution, bankruptcy, incapacity or disability of the Series A Limited Partner and shall extend to its successors and assigns.

5. Construction.

Whenever the singular number is used in this Separate Series Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

6. Severability.

In the event any covenant, condition or other provision of this Separate Series Agreement is held to be invalid or unenforceable by a final judgment of a court of competent jurisdiction, then such covenant, condition or other provision shall be automatically terminated and performance thereof waived, and such invalidity or unenforceability shall in no way affect any of the other covenants, conditions or provisions hereof, and the parties hereto, as applicable shall negotiate in good faith to agree to such amendments, modifications or supplements of or to this Separate Series Agreement or such other appropriate actions as, to the maximum extent practicable, shall implement and give effect to the intentions of the parties as reflected herein.

7. Counterparts.

This Separate Series Agreement may be signed in multiple counterparts, all of which are hereby deemed an original and shall constitute one instrument.

8. Entire Agreement.

This Separate Series Agreement, along with the Partnership Agreement to the extent not modified or superseded herein, constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and thereof and supersede all prior agreements and understandings pertaining thereto. This Separate Series Agreement is intended to supersede the provisions of the Partnership Agreement with respect to the purpose, management, economics (allocations of profit and loss, capital accounts and distributions), and tax characteristics of Series A. The Series A Limited Partner has only the voting and consent rights with respect to the Partnership generally, including with respect to mergers, conversions, domestications and transfers involving the Partnership, and amendments to the Partnership Agreement, that are set forth in Amendment No. 1 to the Partnership Agreement.

9. Amendments.

The General Partner and the Series A General Partner may amend this Separate Series Agreement without the consent of the Series A Limited Partner; provided, however, that the Series A General Partner may not amend this Separate Series Agreement in a manner that materially and adversely affects the Series A Limited Partner without the prior written consent of Series A Limited Partner.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Separate Series Agreement as of the date set forth below.


Date:


Series A General Partner

NON-CORE SERIES GP, LLC

By:
		Name:
		Title:

Series A Limited Partner

BRE NON-CORE ASSETS INC.

By:
		Name:
		Title:

Solely to effect the transactions contemplated by Section I.4 hereof and to evidence its withdrawal as a Limited Partner of the Partnership associated with Series A

Initial Series A Limited Partner

BGP SUBSIDIARY INC.

By:
		Name:
		Title:

AGREED TO on behalf of the Partnership:


BRIXMOR OP GP LLC,
as General Partner:

By:
		Name:
		Title:

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

by and among

BRIXMOR PROPERTY GROUP INC.

and

the other parties hereto

Dated as of [ ], 2013

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS			1

SECTION 1.1	Certain Definitions		1

SECTION 1.2	Other Definitional Provisions; Interpretation		5

ARTICLE II REGISTRATION RIGHTS			5

SECTION 2.1	Piggyback Rights		5

SECTION 2.2	Demand Registration		7

SECTION 2.3	Registration Procedures		9

SECTION 2.4	Other Registration-Related Matters		12

ARTICLE III INDEMNIFICATION			15

SECTION 3.1	Indemnification by the Company		15

SECTION 3.2	Indemnification by the Holders and Underwriters		15

SECTION 3.3	Notices of Claims, Etc.		16

SECTION 3.4	Contribution		17

SECTION 3.5	Other Indemnification		17

SECTION 3.6	Non-Exclusivity		17

ARTICLE IV OTHER			18

SECTION 4.1	Notices		18

SECTION 4.2	Assignment		18

SECTION 4.3	Amendments; Waiver		19

SECTION 4.4	Third Parties		19

SECTION 4.5	Governing Law		19

SECTION 4.6	CONSENT TO JURISDICTION		19

SECTION 4.7	MUTUAL WAIVER OF JURY TRIAL		20



SECTION 4.8	Specific Performance	20

SECTION 4.9	Entire Agreement	20

SECTION 4.10	Severability	20

SECTION 4.11	Counterparts	20

SECTION 4.12	Effectiveness	20

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “ Agreement ”) is dated as of [ ], 2013 and is by and among Brixmor Property Group Inc. (the “ Company ”), Blackstone (as defined below) and Centerbridge (as defined below).

BACKGROUND

WHEREAS, the Company is currently contemplating an underwritten initial public offering (“ IPO ”) of shares of its Common Stock (as defined below); and

WHEREAS, the Company desires to grant registration rights to Blackstone and Centerbridge on the terms and conditions set out in this Agreement.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Certain Definitions . As used in this Agreement:

“ Affiliate ” has the meaning ascribed thereto in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“ Agreement ” has the meaning set forth in the preamble.

“ Blackstone ” means the entities listed on the signature pages hereto under the heading “Blackstone.”

“ Blackstone Entities ” means the entities comprising Blackstone, their respective Affiliates and the successors and permitted assigns of the entities and their respective Affiliates.

“ Board ” means the board of directors of the Company.

“ BPG Subsidiary Shares ” means shares in BPG Subsidiary Inc., a direct subsidiary of the Company.

“ Business Day ” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“ Centerbridge ” means the entities listed on the signature pages hereto under the heading “Centerbridge.”

“ Centerbridge Entities ” means the entities comprising Centerbridge, their respective Affiliates and the successors and permitted assigns of the entities and their respective Affiliates.

“ Closing Date ” means the date of completion of the IPO.

“ Company ” has the meaning set forth in the preamble.

“ Common Stock ” means the shares of common stock, par value $0.01 per share, of the Company, and any other capital stock of the Company into which such common stock is reclassified or reconstituted.

“ Control ” (including its correlative meanings, “ Controlled by ” and “ under common Control with ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Demand Party ” has the meaning set forth in Section 2.2(a).

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Holder ” means each member of Blackstone and Centerbridge that is a holder of Registrable Securities or Securities exercisable, exchangeable or convertible into Registrable Securities or any Transferee of such Person to whom registration rights are assigned pursuant to Section 4.2.

“ Indemnified Party ” and Indemnified Parties ” have the meanings set forth in Section 3.1.

“ IPO ” has the meaning set forth in the recitals.

“ Law ” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“ Lockup Period ” has the meaning set forth in Section 2.4(d)(i).

“ OP Units ” means common units of partnership interest in Brixmor Operating Partnership LP, an indirect subsidiary of the Company.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a cooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

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“ Public Offering ” means a public offering of equity securities of the Company or any successor thereto or any Subsidiary of the Company pursuant to a registration statement declared effective under the Securities Act.

“ Registrable Securities ” means all shares of Common Stock and any Securities into which the Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of the Company held by a Holder (whether now held or hereafter acquired, and including any such Securities received by a Holder upon the conversion or exchange of, or pursuant to such a transaction with respect to, other Securities held by such Holder). As to any Registrable Securities, such Securities will cease to be Registrable Securities when:

(a)

a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such effective registration statement;

(b)

such Registrable Securities shall have been sold pursuant to Rule 144 or 145 (or any similar provision then in effect) under the Securities Act;

(c)

such Registrable Securities may be freely sold pursuant to Section 4(a)(1), Rule 144 or 145 (or any similar provision then in effect) under the Securities Act, without reporting obligations or restriction; or

(d)

such Registrable Securities cease to be outstanding.

“ Registration Expenses ” means any and all expenses incurred in connection with the performance of or compliance with this Agreement, including:

(a)

all SEC, stock exchange, or FINRA registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 5121 of FINRA, and of its counsel);

(b)

all fees and expenses of complying with securities or blue sky Laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities);

(c)

all printing, messenger and delivery expenses;

(d)

all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or FINRA and all rating agency fees;

(e)

the reasonable fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance;

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(f)

any fees and disbursements of underwriters customarily paid by the issuers or sellers of Securities, including liability insurance if the Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any;

(g)

the reasonable fees and out-of-pocket expenses of not more than one law firm (as selected by the Holders of a majority of the Registrable Securities included in such registration) incurred by all the Holders in connection with the registration;

(h)

the costs and expenses of the Company relating to analyst and investor presentations or any “road show” undertaken in connection with the registration and/or marketing of the Registrable Securities (including the reasonable out-of-pocket expenses of the Holders); and

(i)

any other fees and disbursements customarily paid by the issuers of securities.

“ SEC ” means the U.S. Securities and Exchange Commission or any successor agency.

“ Securities ” means capital stock, limited partnership interests, limited liability company interests, beneficial interests, warrants, options, notes, bonds, debentures, and other securities, equity interests, ownership interests and similar obligations of every kind and nature of any Person.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing director or general partner of such limited liability company, partnership, association or other business entity.

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“ Transfer ” (including its correlative meanings, “ Transferor ”, “ Transferee ” and “ Transferred ”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “ Transfer ” shall have such correlative meaning as the context may require.

SECTION 1.2 Other Definitional Provisions; Interpretation .

(a) The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and references in this Agreement to a designated “Article” or “Section” refer to an Article or Section of this Agreement unless otherwise specified.

(b) The headings in this Agreement are included for convenience of reference only and do not limit or otherwise affect the meaning or interpretation of this Agreement.

(c) The meanings given to terms defined herein are equally applicable to both the singular and plural forms of such terms.

ARTICLE II

REGISTRATION RIGHTS

SECTION 2.1 Piggyback Rights .

(a) If at any time following expiration of the Lockup Period (or, if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)) the Company proposes to register Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes or any registration statement filed solely to cover issuances of Common Stock upon exchange of outstanding BPG Subsidiary Shares and OP Units) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time following expiration of the Lockup Period (or if earlier, such time as any Holder exercises a demand right pursuant to Section 2.2(a)), give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders

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have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

(b) Expenses . The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.1.

(c) Priority in Piggyback Registrations . If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company will include in such registration: (i) first, the Securities the Company proposes to sell for its own account; and (ii) second, such number of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having the material and adverse effect referred to above, which number of Registrable Securities shall be allocated pro rata among all such requesting Holders of Registrable Securities on the basis of the relative number of Registrable Securities then held by each such Holder ( provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). Any other selling holders of the Company’s Securities (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Holders holding a majority of the shares being sold in such offering.

(d) Excluded Transactions . The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

(i) the IPO;

(ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans;

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(iii) a registration statement filed solely to cover issuances of Common Stock upon exchange of outstanding BPG Subsidiary Shares and OP Units; or

(iv) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

(e) Plan of Distribution, Underwriters and Counsel . If a registration pursuant to this Section 2.1 involves an underwritten offering, the Holders of a majority of the Registrable Securities included in such underwritten offering shall have the right to (i) determine the plan of distribution, (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company) and (iii) select counsel for the selling Holders.

(f) Shelf Takedowns . In connection with any shelf takedown (whether pursuant to Section 2.2(f) or at the initiative of the Company), the Holders may exercise “piggyback” rights in the manner described in this Agreement to have included in such takedown Registrable Securities held by them that are registered on such shelf registration statement.

SECTION 2.2 Demand Registration .

(a) General . At any time, upon the written request of any Holder (the “ Demand Party ”) requesting that the Company effect the registration under the Securities Act of Registrable Securities and specifying the amount and intended method of disposition thereof (including, but not limited to, an underwritten public offering), the Company will (i) promptly give written notice of such requested registration to the other Holders and other holders of Securities entitled to notice of such registration, if any, and (ii) as expeditiously as possible, use its best efforts to file a registration statement to effect the registration under the Securities Act of:

(i) such Registrable Securities which the Company has been so requested to register by the Demand Party in accordance with the intended method of disposition thereof; and

(ii) the Registrable Securities of other Holders which the Company has been requested to register by written request given to the Company within fifteen (15) days after the giving of such written notice by the Company.

Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 2.2(a):

(x) within a period of one hundred eighty (180) days (or such lesser period as the managing underwriters in an underwritten offering may permit) after the effective date of any other registration statement relating to any registration request under this Section 2.2(a) or relating to any registration referred to in Section 2.1;

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(y) if the amount of Registrable Securities which the Company has been so requested to register by the Demand Party is less than $150,000,000 at the time of such request; or

(z) if, in the good faith judgment of the Board, the Company is in possession of material non-public information the disclosure of which would be materially adverse to the Company and would not otherwise be required under Law, in which case the filing of the registration statement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 60th day after receipt by the Company of the written request from a Demand Party to register Registrable Securities under this Section 2.2(a); provided that the Company shall not effect such a delay more than two times in any twelve (12) month period.

(b) Form . Each registration statement prepared at the request of a Demand Party shall be effected on such form as reasonably requested by the Demand Party, including by a shelf registration pursuant to Rule 415 under the Securities Act on a Form S-3 (or any successor rule or form thereto) if so requested by the Demand Party and if the Company is then eligible to effect a shelf registration and use such form for such disposition.

(c) Expenses . The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2.

(d) Plan of Distribution, Underwriters and Counsel . If a requested registration pursuant to this Section 2.2 involves an underwritten offering, the Holders of a majority of the Registrable Securities included in such underwritten offering shall have the right to (i) determine the plan of distribution, (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company) and (iii) select counsel for the selling Holders.

(e) Priority in Demand Registrations . If a requested registration pursuant to this Section 2.2 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities requested to be included in such registration (including Securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the number of such Registrable Securities to be included in such registration shall be allocated pro rata among the Demand Party and all other parties that have requested that their Registrable Securities be sold pursuant to Section 2.1(a) on the basis of the relative number of Securities then held by such Holder ( provided that any Securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among all such remaining parties in like manner). Any other selling holders of the Company’s Securities (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Holders holding a majority of the shares being sold in such offering.

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(f) Shelf Takedowns . Upon the written request of the Demand Party at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of the Demand Party’s Registrable Securities off of an effective shelf registration statement. Upon the written request of the Demand Party, the Company will file and seek the effectiveness of a post-effective amendment to an existing shelf registration statement in order to register up to the number of the Demand Party’s Registrable Securities previously taken down off of such shelf by the Demand Party and not yet “reloaded” onto such shelf registration statement.

(g) Additional Rights . Any grant by the Company to any other holders of Securities of any rights to request the Company to effect the registration under the Securities Act of any Securities will be made pursuant to this Agreement or an amendment hereto. In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into Securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such Securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights that would conflict with the provisions of this Agreement, the Company will use its reasonable best efforts to modify any such “inherited” registration rights so as not to interfere in any material respects with the rights provided under this Agreement, unless otherwise agreed by Holders then holding a majority of Registrable Securities.

SECTION 2.3 Registration Procedures . If and whenever the Company is required to file a registration statement with respect to, or to use its best efforts to effect or cause the registration of, any Registrable Securities under the Securities Act as provided in this Agreement, the Company will as expeditiously as possible:

(a) promptly prepare and file with the SEC a registration statement on an appropriate form with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective; provided , however , that the Company may discontinue any registration of Securities which it has initiated for its own account at any time prior to the effective date of the registration statement relating thereto (and, in such event, the Company shall pay the Registration Expenses incurred in connection therewith); and provided , further , that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will (i) furnish to counsel for the sellers of Registrable Securities covered by such registration statement copies of all documents proposed to be filed, which documents will be subject to the review of such counsel, (ii) fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the sellers of Registrable Securities being sold may request, and (iii) make such of the representatives of the Company as shall be reasonably requested by the sellers of the Registrable Securities being sold available for discussion of such documents;

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of two (2) years (which

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period shall not be applicable in the case of a shelf registration effected pursuant to a request under Section 2.2(b)) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will (i) furnish to counsel for the sellers of Registrable Securities covered by such registration statement copies of all documents proposed to be filed, which documents will be subject to the review of such counsel, (ii) fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the sellers of Registrable Securities being sold may request, and (iii) make such of the representatives of the Company as shall be reasonably requested by the sellers of the Registrable Securities being sold available for discussion of such documents;

(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;

(d) use its best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller;

(e) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;

(f) notify each seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(g) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its Security holders, as soon as reasonably practicable (but not more than eighteen (18) months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;

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(h) (i) use its best efforts to list such Registrable Securities on any securities exchange on which other Securities of the Company are then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; and (ii) use its best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

(i) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to, or in substitution for the indemnification provisions hereof, and take such other actions as sellers of a majority of such Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(j) obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the seller or sellers of a majority of such Registrable Securities shall reasonably request;

(k) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(l) notify counsel for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing: (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to any prospectus shall have been filed; (ii) of the receipt of any comments from the SEC; (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information; and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(m) provide each Holder of Registrable Securities included in such registration statement reasonable opportunity to comment on the registration statement, any post-effective amendments to the registration statement, any supplement to the prospectus or any amendment to any prospectus;

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(n) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;

(o) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

(p) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Securities to be sold under the registration statement, and enable such Securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or the Holders may request;

(q) use its best efforts to make available the executive officers of the Company to participate with the Holders of Registrable Securities and any underwriters in any “road shows” that may be reasonably requested by the Holders in connection with distribution of Registrable Securities;

(r) obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel; and

(s) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

SECTION 2.4 Other Registration-Related Matters .

(a) The Company may require any Person that is Transferring Securities in a Public Offering pursuant to Sections 2.1 or 2.2 to furnish to the Company in writing such information regarding such Person and pertinent to the disclosure requirements relating to the registration and the distribution of the Registrable Securities which are included in such Public Offering as the Company may from time to time reasonably request in writing.

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(b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(f), it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until its receipt of the copies of the amended or supplemented prospectus contemplated by Section 2.3(f) and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in their possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 2.3(f) to and including the date when each seller of Registrable Securities covered by such registration statement has received the copies of the supplemented or amended prospectus contemplated by Section 2.3(f).

(c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(l)(iv), it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the lifting of such stop order, other order or suspension or the termination of such proceedings and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 2.3(l)(iv) to and including the date when such stop order, other order or suspension is lifted or such proceedings are terminated.

(d) (i) Each Holder (x) hereby agrees, with respect to the Registrable Securities owned by such Holder, to be bound by any and all restrictions on the sale, disposition, distribution, hedging or other Transfer of any interest in Registrable Securities imposed on Blackstone, Centerbridge and/or its or their respective Affiliates in connection with the IPO by the underwriters managing such offering for the duration of the term of such restriction (the period in which such sale, disposition, distribution, hedging or other Transfer of any interest is restricted, the “ Lockup Period ”) and (y) will, in connection with a Public Offering of the Company’s equity Securities (whether for the Company’s account or for the account of any Holder or Holders, or both), upon the request of the Company or of the underwriters managing any underwritten offering of the Company’s Securities, agree in writing not to effect any sale, disposition or distribution of Registrable Securities (other than those included in the Public Offering) without the prior written consent of the managing underwriter for such period of time commencing seven (7) days before and ending one hundred eighty (180) days (or such earlier date as the managing underwriter shall agree) after the effective date of such registration; provided that the Company shall cause all directors and officers of the Company, Holders of more than 5% of the Registrable Securities and all other Persons with registration rights with respect to the Company’s Securities (whether or not pursuant to this Agreement) to enter into agreements similar to those contained in this Section 2.4(d)(i) (without regard to this proviso); and (ii) the Company and its Subsidiaries will, in connection with an underwritten Public Offering of the Company’s Securities in respect of which Registrable Securities are included,

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upon the request of the underwriters managing such offering, agree in writing not to effect any sale, disposition or distribution of equity Securities of the Company (other than those included in such Public Offering, offered pursuant to Section 2.2(f), offered on Form S-8, issuable upon conversion of Securities or upon the exercise of options, or the grant of options in the ordinary course of business pursuant to then-existing management equity plans or equity-based employee benefit plans, in each case outstanding on the date a notice is given by the Company pursuant to Section 2.1(a) or a request is made pursuant to Section 2.2(a), as the case may be), without the prior written consent of the managing underwriter, for such period of time commencing seven (7) days before and ending one hundred eighty (180) days (or such earlier date as the managing underwriter shall agree) after the effective date of such registration.

(e) With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of Securities of the Company to the public without registration after such time as a public market exists for Registrable Securities, the Company agrees:

(i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its Securities to the public;

(ii) to use its commercially reasonable efforts to then file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(iii) so long as a Holder owns any Registrable Securities, to furnish to such Holder promptly upon request: (A) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its Securities to the public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); (B) a copy of the most recent annual or quarterly report of the Company; and (C) such other reports and documents of the Company as such Holder may reasonably request in availing itself or himself of any rule or regulation of the SEC allowing such Holder to sell any such Securities without registration.

(f) Counsel to represent Holders of Registrable Securities shall be selected by the Holders of at least a majority of the Registrable Securities included in the relevant registration.

(g) Each of the parties hereto agrees that the registration rights provided to the Holders herein are not intended to, and shall not be deemed to, override or limit any other restrictions on Transfer to which any such Holder may otherwise be subject.

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ARTICLE III

INDEMNIFICATION

SECTION 3.1 Indemnification by the Company . In the event of any registration of any Securities of the Company under the Securities Act pursuant to Section 2.1 or 2.2, the Company hereby indemnifies and agrees to hold harmless, to the fullest extent permitted by Law, each Holder who sells Registrable Securities covered by such registration statement, each Affiliate of such Holder and their respective directors and officers or general and limited partners (and the directors, officers, employees, Affiliates and controlling Persons of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such Securities and each other Person, if any, who controls such Holder or any such underwriter within the meaning of the Securities Act (each, and “ Indemnified Party ” and collectively, the “ Indemnified Parties ”), against any and all losses, claims, damages or liabilities, joint or several, and reasonable and documented expenses to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon: (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or related document or report; (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of a prospectus, in the light of the circumstances when they were made; or (c) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document or report, and the Company will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company will not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, in any such preliminary, final or summary prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information with respect to such Indemnified Party furnished to the Company by such Indemnified Party expressly for use in the preparation thereof. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Party and will survive the Transfer of such Securities by such Holder or any termination of this Agreement.

SECTION 3.2 Indemnification by the Holders and Underwriters . The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 2.1 or 2.2, that the

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Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable Securities or any prospective underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and controlling Persons, with respect to any untrue statement in or omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such untrue statement or omission was made in reliance upon and in conformity with written information with respect to such Holder or underwriter furnished to the Company by such Holder or underwriter expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such Securities by such Holder. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

SECTION 3.3 Notices of Claims, Etc. . Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article III, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided that the failure of the Indemnified Party to give notice as provided herein will not relieve the indemnifying party of its obligations under Section 3.1 or 3.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel selected by the Holders of at least a majority of the Registrable Securities included in the relevant registration, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If, in such Indemnified Party’s reasonable judgment, having common counsel would result in a conflict of interest between the interests of such indemnified and indemnifying parties, then such Indemnified Party may employ separate counsel reasonably acceptable to the indemnifying party to represent or defend such Indemnified Party in such action, it being understood, however, that the indemnifying party will not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties (and not more than one separate firm of local counsel at any time for all such Indemnified Parties) in such action. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation.

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SECTION 3.4 Contribution . If the indemnification provided for hereunder from the indemnifying party is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein for reasons other than those described in the proviso in the first sentence of Section 3.1, then the indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 3.4 as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 3.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

SECTION 3.5 Other Indemnification . Indemnification similar to that specified in this Article III (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of Securities under any Law or with any Governmental Authority other than as required by the Securities Act.

SECTION 3.6 Non-Exclusivity . The obligations of the parties under this Article III will be in addition to any liability which any party may otherwise have to any other party.

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ARTICLE IV

OTHER

SECTION 4.1 Notices . Any notice, request, instruction or other document to be given hereunder by any party hereto to another party hereto shall be in writing and shall be deemed given (a) when delivered personally, (b) five (5) Business Days after being sent by certified or registered mail, postage prepaid, return receipt requested, (c) one (1) Business Day after being sent by Federal Express or other nationally recognized overnight courier, or (d) if transmitted by facsimile, if confirmed within 24 hours thereafter by a signed original sent in the manner provided in clause (a), (b) or (c) to parties at the following addresses (or at such other address for a party as shall be specified by prior written notice from such party):

if to the Company:

Brixmor Property Group Inc.

420 Lexington Avenue

New York, NY 10170

Attention: Legal Department

Fax: (212) 869-3989

if to Blackstone:

The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Attention: Jonathan D. Gray

Fax: (212) 583-5639

with an additional copy (not constituting notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Joshua Ford Bonnie, Esq.

Fax: (212) 455-2502

if to Centerbridge

Centerbridge Partners L.P.

375 Park Avenue, 12 ^th Floor

New York, NY 10152

Attention: William D. Rahm

Fax: (212) 672-5001

SECTION 4.2 Assignment . Neither the Company nor any Holder shall assign all or any part of this Agreement without the prior written consent of the Company, Blackstone and Centerbridge; provided, however, that any Blackstone Entity and any Centerbridge Entity may assign their respective rights and obligations under this Agreement in whole or in part to any of their respective Affiliates. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns.

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SECTION 4.3 Amendments; Waiver . This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the Company and the Holders holding a majority of the Registrable Securities subject to this Agreement; provided that no such amendment, supplement or other modification shall adversely affect the economic interests of any Holder hereunder disproportionately to other Holders without the written consent of such Holder. For the avoidance of doubt, no consent pursuant to this Section 4.3 shall be required in connection with any amendment or revision to Schedule A unless such amendment or revision is to remove a Holder from such schedule at a time when such Holder would otherwise be entitled to registration rights herein. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, will be deemed to constitute a waiver by the party taking such action of compliance with any covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

SECTION 4.4 Third Parties . This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

SECTION 4.5 Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.

SECTION 4.6 CONSENT TO JURISDICTION . EACH OF THE PARTIES HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF VIA OVERNIGHT COURIER, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE FOURTEEN CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF EITHER

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PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY APPLICABLE LAW.

SECTION 4.7 MUTUAL WAIVER OF JURY TRIAL . THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.

SECTION 4.8 Specific Performance . Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.

SECTION 4.9 Entire Agreement . This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

SECTION 4.10 Severability . If one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by Law.

SECTION 4.11 Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument.

SECTION 4.12 Effectiveness . This Agreement shall become effective, as to any Holder, as of the date signed by the Company and countersigned by such Holder.

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[ Remainder of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.


COMPANY:

BRIXMOR PROPERTY GROUP INC.

By:
Name:
Title:

[Signature Page to Registration Rights Agreement]


BLACKSTONE:

	BRE RETAIL HOLDCO L.P.

	By:	Blackstone Real Estate Associates VI L.P., its general partner

	By:	BREA VI L.L.C., its general partner

	By:
		Name:
		Title:	Authorized Signatory

	BLACKSTONE RETAIL TRANSACTION II HOLDCO L.P.

	By:	Blackstone Real Estate Associates VI L.P., its general partner

	By:	BREA VI L.L.C., its general partner

	By:
		Name:
		Title:	Authorized Signatory

	BRE SOUTHEAST RETAIL HOLDINGS LLC

	By:
		Name:
		Title:	Authorized Signatory

	BRE THRONE JV MEMBER LLC

	By:
		Name:
		Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]


CENTERBRIDGE PARTNERS:

	CENTERBRIDGE CREDIT PARTNERS, L.P.

	By:	Centerbridge Credit Partners General Partner, L.L.C., its general partner

	By:
		Name:
		Title:	Authorized Signatory

	CENTERBRIDGE SPECIAL CREDIT PARTNERS, L.P.

	By:	Centerbridge Special Credit Partners General Partner, L.L.C., its general partner

	By:
		Name:
		Title:	Authorized Signatory

	CENTERBRIDGE CREDIT PARTNERS TE INTERMEDIATE I, L.P.

	By:	Centerbridge Credit Partners General Partner, L.L.C., its general partner

	By:
		Name:
		Title:	Authorized Signatory

	CENTERBRIDGE CREDIT PARTNERS OFFSHORE INTERMEDIATE III, L.P.

	By:	Centerbridge Credit Partners Offshore General Partner, L.L.C., its general partner

	By:
		Name:
		Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]

Exhibit 10.18

BRIXMOR PROPERTY GROUP INC.

2013 OMNIBUS INCENTIVE PLAN

1. Purpose. The purpose of the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.

2. Definitions. The following definitions shall be applicable throughout the Plan.

(a) “ Absolute Share Limit ” has the meaning given such term in Section 5(b).

(b) “ Affiliate ” means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest.

(c) “ Award ” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award, OP Units and Performance Compensation Award granted under the Plan.

(d) “ Board ” means the Board of Directors of the Company.

(e) “ Cause ” means, in the case of a particular Award, unless the applicable Award agreement states otherwise, a good faith determination of the Committee or its designee that (i) the Company or an Affiliate has “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting agreement between the Participant and the Company or an Affiliate in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), any of the following has occurred with respect to a Participant: (A) such Participant has failed to reasonably perform his or her duties to the Service Recipient, or has failed to follow the lawful instructions of the Board or his or her direct superiors, in each case other than as a result of his or her incapacity due to physical or mental illness or injury, in a manner that could reasonably be expected to result in harm (whether financially, reputationally or otherwise) to the Company or an Affiliate, following notice by the Company of such failure, (B) such Participant has engaged or is about to engage in conduct harmful (whether financially, reputationally or otherwise) to the Company or an Affiliate, (C) such Participant has been convicted of, or pled guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty, (D) the willful misconduct or gross neglect of such Participant that could reasonably be expected to result in harm (whether financially, reputationally or otherwise) to the Company or an Affiliate, (E) the willful violation by such Participant of the Company’s written policies that could reasonably be expected to result in harm (whether financially,

reputationally or otherwise) to the Company or an Affiliate; (F) such Participant’s fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or an Affiliate (other than good faith expense account disputes); (G) such Participant’s act of personal dishonesty which involves personal profit in connection with such Participant’s employment or service with the Company or an Affiliate, or (H) the willful breach by such Participant of fiduciary duty owed to the Company or an Affiliate.

(f) “ Change in Control ” means:

(i) the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, the exchange of exchangeable stock or units, and the exercise of any similar right to acquire such Common Stock (the “ Outstanding Company Common Stock ”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate, (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate, or (III) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant);

(ii) during any period of twenty-four months, individuals who, at the beginning of such period, constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(iii) the sale, transfer or other disposition of all or substantially all of the business or assets of the Company and its Subsidiaries, taken as a whole; or

(iv) the consummation of a reorganization, recapitalization, merger, consolidation, or other similar transaction involving the Company (a “ Business Combination ”), unless immediately following such Business Combination 50% or more of the total voting power of the entity resulting from such Business Combination

(or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of such resulting entity), is held by the holders of the Outstanding Company Voting Securities immediately prior to such Business Combination.

Notwithstanding the foregoing, no transaction or series of events shall constitute a “Change in Control” if The Blackstone Group L.P. and/or its Affiliates directly or indirectly control the Company (including through a group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of which The Blackstone Group L.P. and/or its Affiliates is a member).

(g) “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

(h) “ Committee ” means the Compensation Committee of the Board or subcommittee thereof (including without limitation any subcommittee used to comply with Section 162(m) of the Code in respect of Awards) or, if no such Compensation Committee or subcommittee thereof exists, the Board.

(i) “ Common Stock ” means the common stock, par value $0.01 per share, of the Company (and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged).

(j) “ Company ” means Brixmor Property Group Inc. and any successor thereto.

(k) “ Control ” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.

(l) “ Date of Grant ” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.

(m) “ Detrimental Activity ” means a good faith determination by the Committee or its designee that a Participant has engaged in any of the following: (i) the breach of any covenants relating to disclosure of confidential or proprietary information, noncompetition, nonsolicitation, non-disparagement or other similar restrictions on conduct contained in any agreement between a Participant and the Company or its Affiliates (including any Award Agreement) or any written policies of the Company or its Affiliates (including those contained in any handbook); or (ii) any activity, including fraud or other conduct contributing to financial restatement or accounting irregularities, that the Committee determines in good faith is appropriate to include in any incentive compensation clawback policy adopted by the Committee and as in effect from time to time.

(n) “ Designated Foreign Subsidiaries ” means all Affiliates organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

(o) “ Disability ” means, unless in the case of a particular Award the applicable Award agreement states otherwise, the Company or an Affiliate having cause to terminate a Participant’s employment or service on account of “disability,” as defined in any then-existing employment, consulting or other similar agreement between the Participant and the Company or an Affiliate or, in the absence of such an employment, consulting or other similar agreement, a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced. Any determination of whether Disability exists shall be made by the Committee in its sole discretion.

(p) “ Effective Date ” means the date the Company’s stockholders approve the Plan.

(q) “ Eligible Person ” means any (i) individual employed by the Company or an Affiliate; provided, however , that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act; or (iv) any prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or providing services to the Company or its Affiliates), who, in the case of each of clauses (i) through (iv) above has entered into an Award agreement or who has received written notification from the Committee or its designee that they have been selected to participate in the Plan. Solely for purposes of this Section 2(q), “Affiliate” shall be limited to (1) a Subsidiary, (2) any parent corporation of the Company within the meaning of Section 424(e) of the Code (“ Parent ”), (3) any corporation, trade or business 50% or more of the combined voting power of such entity’s outstanding securities is directly or indirectly controlled by the Company or any Subsidiary or Parent, (4) any corporation, trade or business which directly or indirectly controls 50% or more of the combined voting power of the outstanding securities of the Company and (5) any other entity in which the Company or any Subsidiary or Parent has a material equity interest and which is designated as an “Affiliate” by the Committee.

(r) “ Employment ” or “employment” means, without any inference for federal and other tax purposes, service as a part- or full-time officers, employees, consultants and advisors or Board member of or to the Company or any of its Subsidiaries.

(s) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(t) “ Exercise Price ” has the meaning given such term in Section 7(b) of the Plan.

(u) “ Fair Market Value ” means, on a given date, (i) if the Common Stock is listed on a national securities exchange, the closing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or, if there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) if the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Stock; provided , however , as to any equity-based Awards issued on the date of the Company’s initial public offering, “Fair Market Value” shall be equal to the per share price the Common Stock is offered to the public in connection with such initial public offering.

(v) “ Immediate Family Members ” shall have the meaning set forth in Section 15(b).

(w) “ Incentive Stock Option ” means an Option which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.

(x) “ Indemnifiable Person ” shall have the meaning set forth in Section 4(e) of the Plan.

(y) “ Negative Discretion ” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award consistent with Section 162(m) of the Code.

(z) “ Nonqualified Stock Option ” means an Option which is not designated by the Committee as an Incentive Stock Option.

(aa) “ Non-Employee Director ” means a member of the Board who is not an employee of the Company or any Affiliate.

(bb) “ NYSE ” means the New York Stock Exchange.

(cc) “ OP Unit ” means an Award granted under Section 10 of the Plan.

(cc) “ Option ” means an Award granted under Section 7 of the Plan.

(dd) “ Option Period ” has the meaning given such term in Section 7(c) of the Plan.

(ee) “ Other Stock-Based Award ” means an Award granted under Section 11 of the Plan.

(ff) “ Participant ” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to the Plan.

(gg) “ Performance Compensation Award ” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 12 of the Plan.

(hh) “ Performance Criteria ” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goals for a Performance Period with respect to any Performance Compensation Award under the Plan.

(ii) “ Performance Formula ” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

(jj) “ Performance Goals ” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.

(kk) “ Performance Period ” shall mean the one or more periods of time of not less than 12 months, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.

(ll) “ Permitted Transferee ” shall have the meaning set forth in Section 15(b) of the Plan.

(mm) “ Person ” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

(nn) “ Plan ” means this Brixmor Property Group Inc. 2013 Omnibus Incentive Plan.

(oo) “ Restricted Period ” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(pp) “ Restricted Stock ” means Common Stock, subject to certain specified restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(qq) “ Restricted Stock Unit ” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(rr) “ SAR Period ” has the meaning given such term in Section 8(c) of the Plan.

(ss) “ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(tt) “ Service Recipient ” means, with respect to a Participant holding a given Award, either the Company or an Affiliate of the Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a Termination was most recently providing, services, as applicable.

(uu) “ Special Qualifying Director ” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code and (iii) an “independent director” under the rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or a person meeting any similar requirement under any successor rule or regulation.

(vv) “ Stock Appreciation Right ” or “ SAR ” means an Award granted under Section 8 of the Plan.

(ww) “ Strike Price ” has the meaning given such term in Section 8(b) of the Plan.

(xx) “ Subsidiary ” means, with respect to any specified Person:

(i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity’s voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(ii) any partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

(yy) “ Substitute Award ” has the meaning given such term in Section 5(e).

(zz) “ Sub Plans ” means, any sub-plan to this Plan that has been adopted by the Board or the Committee for the purpose of permitting the offering of Awards to employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, with each such sub-plan designed to comply with local laws applicable to offerings in such foreign jurisdictions. Although any Sub Plan may be designated a separate and independent plan from the Plan in order to comply with applicable local laws, the Absolute Share Limit shall apply in the aggregate to the Plan and any Sub Plan adopted hereunder.

(aaa) “ Termination ” means the termination of a Participant’s employment or service, as applicable, with the Service Recipient, for any reason (including death or Disability).

3. Effective Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however , that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.

4. Administration.

(a) The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time he or she takes any action with respect to an Award under the Plan that is subject to Rule 16b-3 or Section 162(m), as applicable, be a Special Qualifying Director. However, the fact that a Committee member shall fail to qualify as an Special Qualifying Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of

the foregoing, the Committee may delegate to one or more officers of the Company or any Subsidiary the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to persons (i) who are members of the Board, (ii) who are subject to Section 16 of the Exchange Act or (iii) who are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code.

(d) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.

(e) No member of the Board, the Committee or any employee or agent of the Company (each such person, an “ Indemnifiable Person ”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination made under the Plan or any Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not entitled to be indemnified); provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, individual indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

(f) Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be subject to the applicable rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. In any such case, the Board shall have all the authority granted to the Committee under the Plan.

5. Grant of Awards; Shares Subject to the Plan; Limitations.

(a) The Committee may, from time to time, grant Awards to one or more Eligible Persons.

(b) Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 13 of the Plan, no more than 15,000,000 shares of Common Stock (the “ Absolute Share Limit ”) shall be available for Awards under the Plan (excluding those shares of Restricted Stock received by Participants in exchange for (or redemption of) partnership or limited liability interests contemporaneous with the adoption of the Plan); (ii) subject to Section 13 of the Plan, grants of Options or SARs under the Plan in respect of no more than 2,000,000 shares of Common Stock may be made to any individual Participant during any single fiscal year of the Company (for this purpose, if a SAR is granted in tandem with an Option (such that the SAR expires with respect to the number of shares of Common Stock for which the Option is exercised), only the shares underlying the Option shall count against this limitation); (iii) subject to Section 13 of the Plan, no more than the number of shares of Common Stock equal to the Absolute Share Limit may be delivered in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; (iv) subject to Section 13 of the Plan, no more than 2,000,000 shares of Common Stock (excluding those shares of Restricted Stock received by Participants in exchange for (or redemption of) partnership or limited liability interests contemporaneous with the adoption of the Plan) may be delivered in respect of Performance Compensation Awards denominated in shares of Common Stock granted pursuant to Section 12 of the Plan to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year), or in the event such share denominated Performance Compensation Award is paid in cash, other securities, other Awards or other property, no more than the Fair Market Value of such shares of Common Stock on the last day of the Performance Period to which such Award relates ; (v) the maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, shall not exceed $500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes and excluding, for this purpose, the value of any dividend equivalent payments paid pursuant to any Award granted in a previous fiscal year); and (vi) the maximum amount that can be paid to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year) pursuant to a Performance Compensation Award denominated in cash (described in Section 12(a) of the Plan) shall be $5,000,000.

(c) Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without a delivery to the Participant of the full number of shares of Common Stock to which the Award related, the undelivered shares will again be available for grant. Shares of Common Stock withheld in payment of the exercise price or taxes relating to an Award and shares equal to the number of shares surrendered in payment of any Exercise Price or Strike Price, or taxes relating to an Award, shall be deemed to constitute shares not delivered to the Participant and shall be deemed to again be available for Awards under the Plan; provided, however , that such shares shall not become available for issuance hereunder if either (i) the applicable shares are withheld or surrendered following the termination of the Plan or (ii) at the time the applicable shares are withheld or surrendered, it would constitute a material revision of the Plan subject to stockholder approval under any then-applicable rules of the national securities exchange on which the Common Stock is listed.

(d) Shares of Common Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase or a combination of the foregoing.

(e) Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines (“ Substitute Awards ”). Substitute Awards shall not be counted against the Absolute Share Limit; provided , that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements, available shares under a stockholder approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock available for delivery under the Plan.

6. Eligibility. Participation in the Plan shall be limited to Eligible Persons.

7. Options.

(a) General . Each Option granted under the Plan shall be evidenced by an Award agreement, in written or electronic form, which agreement need not be the same for each Participant. Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the

stockholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

(b) Exercise Price . Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“ Exercise Price ”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided, however , that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of Grant.

(i) Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “ Option Period ”); provided , that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), the Option Period shall be automatically extended until the 30 ^th day following the expiration of such prohibition; provided, however , that in no event shall the Option Period exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate.

(ii) Unless otherwise provided by the Committee, in the event of (A) a Participant’s Termination by the Company other than for Cause or (B) a Participant’s Termination by the Company due to death or Disability, in each case within 12 months following a Change in Control, each outstanding Option granted to such Participant shall become fully vested and immediately exercisable as of the date of such Termination; provided , that in the event the vesting or exercisability of any Option would otherwise be subject to the achievement of performance conditions, the portion of any such Option that shall become fully vested and immediately exercisable shall be based on (x) actual performance through the date of termination as determined by the Committee, or (y) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee, in each case prorated based on the time elapsed from the date of grant to the date of Termination.

(iii) Unless otherwise provided by the Committee, in the event of (A) a Participant’s Termination by the Company for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire, (B) a Participant’s Termination by the Company due to death or Disability, after taking into account any accelerated vesting under the preceding clause (ii), each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for one (1) year thereafter (but in no event beyond the expiration of the Option Period) and (C) a Participant’s Termination for any other reason, after taking into account any accelerated vesting under the preceding clause (ii), each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for ninety (90) days thereafter (but in no event beyond the expiration of the Option Period).

(d) Method of Exercise and Form of Payment . No shares of Common Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local and non-U.S. income and employment taxes required to be withheld. Options which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company (or telephonic instructions to the extent provided by the Committee) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); provided , that such shares of Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit in its sole discretion, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price or (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay the Exercise Price and all applicable required withholding taxes. Any fractional shares of Common Stock shall be settled in cash.

(e) Notification upon Disqualifying Disposition of an Incentive Stock Option . Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant, of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock.

(f) Compliance With Laws, etc . Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

8. Stock Appreciation Rights.

(a) General . Each SAR granted under the Plan shall be evidenced by an Award agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.

(b) Strike Price . Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“ Strike Price ”) per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall have a Strike Price equal to the Exercise Price of the corresponding Option.

(i) A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “ SAR Period ”); provided , that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition.

(ii) Unless otherwise provided by the Committee, in the event of (A) a Participant’s Termination other than for Cause or (B) a Participant’s Termination due to death or Disability, in each case within 12 months following a Change in Control, each outstanding SAR granted to such Participant shall become fully vested and immediately exercisable as of the date of such Termination; provided , that in the event the vesting or exercisability of any SAR would otherwise be subject to the achievement of performance conditions, the portion of any such SAR that shall become fully vested and immediately exercisable shall be based on (x) actual performance through the date of termination as determined by the Committee, or (y) if the Committee determines that measurement of

actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee, in each case prorated based on the time elapsed from the date of grant to the date of Termination.

(iii) Unless otherwise provided by the Committee, in the event of (A) a Participant’s Termination by the Company for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire, (B) a Participant’s Termination due to death or Disability, after taking into account any accelerated vesting under the preceding clause (ii), each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for one (1) year thereafter (but in no event beyond the expiration of the SAR Period) and (C) a Participant’s Termination for any other reason, after taking into account any accelerated vesting under the preceding clause (ii), each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for ninety (90) days thereafter (but in no event beyond the expiration of the SAR Period).

(d) Method of Exercise . SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded.

(e) Payment . Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.

(f) Substitution of SARs for Nonqualified Stock Options . The Committee shall have the authority in its sole discretion to substitute, without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock (or settled in shares or cash in the sole discretion of the Committee) for outstanding Nonqualified Stock Options, provided that (i) the substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Option, (ii) the number of shares of Common Stock underlying the substituted SARs shall be the same as the number of shares of Common Stock underlying such Nonqualified Stock Options and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock Options; provided, however , that if, in the opinion of the Company’s independent public auditors, the foregoing provision creates adverse accounting consequences for the Company, such provision shall be considered null and void.

9. Restricted Stock and Restricted Stock Units.

(a) General . Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement. Each Restricted Stock and Restricted Stock Unit grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

(b) Stock Certificates and Book Entry; Escrow or Similar Arrangement . Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under Section 15(a) or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock and to receive any dividends payable on such shares of Restricted Stock; provided , that in the event the vesting or lapse of restrictions of any Restricted Stock would otherwise be subject to the achievement of performance conditions other than or in addition to the passage of time, any dividends payable on such Restricted Stock will be retained by the Company, and delivered without interest to the Participant when the restrictions on such Restricted Shares lapse. To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.

(i) The Restricted Period with respect to Restricted Stock and Restricted Stock Units shall lapse in such manner and on such date or dates determined by the Committee, and the Committee shall determine the treatment of the unvested portion of Restricted Stock and Restricted Stock Units upon Termination of the Participant granted the applicable Award.

(ii) Unless otherwise provided by the Committee, in the event of (A) a Participant’s Termination by the Company other than for Cause, or (B) a Participant’s Termination due to death or Disability, in each case within 12 months following a Change in Control, outstanding Restricted Stock and Restricted Stock Units granted to such Participant shall become fully vested and the restrictions thereon shall immediately lapse as of the date of such Termination; provided , that in the event the vesting or lapse of restrictions of any Restricted Stock or Restricted Stock Units would otherwise be subject to the achievement of performance conditions, the portion of any such Restricted Stock or Restricted Stock Units that shall become fully vested and free from such restrictions shall be based on (x) actual performance through the date of termination as determined by the Committee, or (y) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee, in each case prorated based on the time elapsed from the date of grant to the date of Termination.

(d) Delivery of Restricted Stock and Settlement of Restricted Stock Units .

(i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his or her beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book entry notation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share).

(ii) Unless otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit; provided, however , that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of such Restricted Stock Units or (ii) defer the delivery of Common Stock (or cash or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units. To the extent provided in an Award agreement, the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying Restricted Stock Units are settled following the release of restrictions on such Restricted Stock Units, and, if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments.

(e) Legends on Restricted Stock . Each certificate representing Restricted Stock awarded under the Plan, if any, shall bear a legend substantially in the form of the following, in addition to any other information the Company deems appropriate, until the lapse of all restrictions with respect to such Common Stock:

TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE BRIXMOR PROPERTY GROUP INC. 2013 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, BETWEEN BRIXMOR PROPERTY GROUP INC. AND PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF BRIXMOR PROPERTY GROUP INC.

10. OP Units.

(a) General . Awards may be granted under the Plan in the form of undivided fractional limited partnership interests in Brixmor Operating Partnership LP. (together with any successor entity, the “Operating Partnership”), a Delaware limited partnership, the entity through which the Company conducts its business and an entity that has elected to be treated as a partnership for federal income tax purposes, of one or more classes (“OP Units”) established pursuant to the Operating Partnership’s agreement of limited partnership, as amended from time to time. Awards of OP Units shall be valued by reference to, or otherwise determined by reference to or based on, shares of Common Stock . OP Units awarded under the Plan may be (1) convertible, exchangeable or redeemable for other limited partnership interests in the Operating Partnership (including OP Units of a different class or series) or shares of Common Stock, or (2) valued by reference to the book value, fair value or performance of the Operating Partnership. Awards of OP Units are intended to qualify as “profits interests” within the meaning of IRS Revenue Procedure 93-27, as clarified by IRS Revenue Procedure 2001-43, with respect to a Participant in the Plan who is rendering services to or for the benefit of the Operating Partnership, including its subsidiaries.

(b) Share Calculations . For purposes of calculating the number of shares of Common Stock underlying an award of OP Units relative to the total number of shares of Common Stock available for issuance under the Plan, the Committee shall establish in good faith the maximum number of shares of Common Stock to which a Participant receiving such award of OP Units may be entitled upon fulfillment of all applicable conditions set forth in the relevant award documentation, including vesting conditions, partnership capital account allocations, value accretion factors, conversion ratios, exchange ratios and other similar criteria. If and when any such conditions are no longer capable of being met, in whole or in part, the number of shares of Common Stock underlying such awards of OP Units shall be reduced accordingly by the Committee, and the number of shares of Common Stock shall be increased by one share of Common Stock for each share so reduced. Awards of OP Units may be granted either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible Participants to whom, and the time or times at which, awards of OP Units shall be made; the number of OP Units to be awarded; the price, if any, to be paid by the Participant for the acquisition of such OP Units (which may be less than the fair value of the OP Unit); and the restrictions and conditions applicable to such award of OP Units. Conditions may be based on continuing employment (or other service relationship), computation of financial metrics and/or achievement of pre-established performance goals and objectives, with related length of the service period for vesting, minimum or maximum performance thresholds, measurement procedures and length of the performance period to be established by the Committee at the time of grant, in its sole discretion (or any other Performance Criteria). The Committee may allow awards of OP Units to be held through a limited partnership, or similar “look-through” entity, and the Committee may require such limited partnership or similar entity to impose restrictions on its partners or other beneficial owners that are not inconsistent with the provisions of this Section 10. The provisions of the grant of OP Units need not be the same with respect to each Participant.

(c) Dividends and Distributions . Notwithstanding Section 15(c), the award agreement or other award documentation in respect of an award of OP Units may provide that the recipient of OP Units shall be entitled to receive, currently or on a deferred or contingent basis, dividends or dividend equivalents with respect to the number of shares of Common Stock underlying the award or other distributions from the Operating Partnership prior to vesting (whether based on a period of time or based on attainment of specified performance conditions), as determined at the time of grant by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional shares of Common Stock or OP Units.

11. Other Stock-Based Awards.

(a) The Committee may issue unrestricted Common Stock, rights to receive grants of Awards at a future date, or other Awards denominated in Common Stock (including, without limitation, performance shares or performance units), under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Other Stock-Based Award granted under the Plan shall be evidenced by an Award agreement. Each Other Stock-Based Award so granted shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.

(b) Unless otherwise provided by the Committee, in the event of (A) a Participant’s Termination by the Company other than for Cause, or (B) a Participant’s Termination due to death or Disability, in each case within 12 months following a Change in Control, outstanding Other Stock-Based Awards granted to such Participant shall become fully vested and the restrictions thereon shall immediately lapse as of the date of such Termination; provided , that in the event the vesting or lapse of restrictions of any Other Stock-Based Awards would otherwise be subject to the achievement of performance conditions, the portion of any such Other Stock-Based Awards that shall become fully vested and free from such restrictions shall be based on (x) actual performance through the date of termination as determined by the Committee, or (y) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee, in each case prorated based on the time elapsed from the date of grant to the date of Termination.

12. Performance Compensation Awards.

(a) General . The Committee shall have the authority, at or before the time of grant of any Award, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. The Committee shall also have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything in the Plan to the contrary, if the Company determines that a Participant who has been granted an Award designated as a Performance Compensation Award is not (or is no longer) a “covered employee” (within the meaning of Section 162(m) of the Code), the terms and conditions of such Award may be modified without regard to any restrictions or limitations set forth in this Section 12 (but subject otherwise to the provisions of Section 14 of the Plan).

(b) Discretion of Committee with Respect to Performance Compensation Awards . With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply and the Performance Formula. Within the first 90 days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

(c) Performance Criteria . The Performance Criteria that will be used to establish the Performance Goal(s) may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing) and shall be limited to the following: (i) funds from operations (including, but not limited to, determined on an adjusted or recurring basis); (ii) funds from operations, adjusted funds from operations or recurring funds from operations per diluted share; (iii) growth in funds from operations, adjusted funds from operations or recurring funds from operations including amounts per diluted share determined on an annual, multi-year or other basis; (iv) net operating income; (v) growth in net operating income determined on an annual, multi-year or other basis; (vi) cash flow, including but not limited to operating cash flow or free cash flow; (vii) cash and/or funds available for distribution; (viii) earnings before interest, taxes, depreciation and amortization (EBITDA); (ix) growth in EBITDA determined on an annual, multi-year or other basis; (x) return measures (including, but not limited to, return on assets, investment, capital, invested capital, equity and/or development); (xi) share price (including, but not limited to, appreciation, growth measures and total shareholder return on an annual, multi-year or other basis); (xii) debt and debt related ratios, including debt to total market capitalization, debt to EBITDA, debt to assets and fixed charge coverage ratios (determined with or without the pro rata share of the Company’s ownership interest in co-investment partnerships); (xiii) net asset value per share; (xiv) growth in net asset value per share determined on an annual, multi-year or other basis; (xv) basic or diluted earnings per share (before or after taxes); (xvi) same property net operating income; (xvii) lease up performance or other occupancy measures, including retention of existing tenants and new and renewal lease spreads, (xviii) expense targets or cost reduction goals, general and administrative expense savings; (xix) operating efficiency; (xx) working capital targets; (xxi) measures of economic value added or other “value creation” metrics; (xxii) enterprise value; (xxiii) competitive market metrics; (xxiv) employee retention; (xxv) performance or yield on development or redevelopment projects; (xxvi) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxvii) market share; (xxviii) operational or performance measurements relative to peers; (xxix) strategic objectives and related revenue or occupancy targets; (xxx) objective measures of satisfaction of tenants; (xxxi) productivity measures; or (xxxii) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria, or used on an absolute or relative basis to measure the performance of the Company and/or one or more

Affiliates as a whole or any divisions or operational and/or business units, product lines, brands, business segments, administrative departments of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period.

(d) Modification of Performance Goal(s) . In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining stockholder approval. Unless otherwise determined by the Committee at the time a Performance Compensation Award is granted, the Committee shall, during the first 90 days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, specify adjustments or modifications to be made to the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigations, claims, judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; (x) a change in the Company’s fiscal year; (xi) accruals for payments to be made in respect of the Plan or other specified compensation arrangements, and (xi) any other event described in Section 13.

(e) Payment of Performance Compensation Awards .

(i) Condition to Receipt of Payment . Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii) Limitation . Unless otherwise provided in the applicable Award agreement, a Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period

are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals; provided, however , that in the event of (x) a Participant’s Termination by the Company other than for Cause, or (y) a Participant’s Termination due to death or Disability, in each case within 12 months following a Change in Control, the Participant shall receive payment in respect of a Performance Compensation Award based on (1) actual performance through the date of Termination as determined by the Committee, or (2) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee (but not to the extent that application of this clause (2) would cause Section 162(m) of the Code to result in the loss of the deduction of the compensation payable in respect of such Performance Compensation Award for any Participant reasonably expected to be a “covered employee” within the meaning of Section 162(m) of the Code), in each case prorated based on the time elapsed from the date of grant to the date of Termination.

(iii) Certification . Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.

(iv) Use of Negative Discretion . In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion. Unless otherwise provided in the applicable Award agreement, the Committee shall not have the discretion to (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of the Plan.

(f) Timing of Award Payments . Unless otherwise provided in the applicable Award agreement, Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 12. Any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (i) with respect to a Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (ii) with respect to a Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred to the payment date. Any Performance Compensation Award that is deferred and is otherwise payable in shares of Common Stock shall be credited (during the period between the date as of which the Award is deferred and the payment date) with dividend equivalents (in a manner consistent with the methodology set forth in the last sentence of Section 9(d)(ii)).

13. Changes in Capital Structure and Similar Events. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of Common Stock, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation, any or all of the following:

(i) adjusting any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder, (B) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (C) the terms of any outstanding Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate (with any increase requiring the approval of the Board), (2) the Exercise Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);

(ii) providing for a substitution or assumption of Awards (or awards of an acquiring company), accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time (which shall not be required to be more than ten (10) days) for Participants to exercise outstanding Awards prior to the occurrence of such event (and any such Award not so exercised shall terminate upon the occurrence of such event); and

(iii) cancelling any one or more outstanding Awards and causing to be paid to the holders holding vested Awards (including any Awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option

or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor);

provided, however , that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 13 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 13 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Any such adjustment shall be conclusive and binding for all purposes. Payments to holders pursuant to clause (iii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Common Stock covered by the Award at such time (less any applicable Exercise Price or Strike Price). In addition, prior to any payment or adjustment contemplated under this Section 13, the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his Awards, (B) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Stock, and (C) deliver customary transfer documentation as reasonably determined by the Committee.

14. Amendments and Termination.

(a) Amendment and Termination of the Plan . The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards, (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 13), or (iii) it would materially modify the requirements for participation in the Plan; provided, further , that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 14(b) without stockholder approval.

(b) Amendment of Award Agreements . The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively (including after a Participant’s Termination from the Company); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further , that without stockholder approval, except as otherwise permitted under Section 13 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater than the value of the cancelled Option or SAR, and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.

15. General .

(a) Award Agreements . Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including without limitation, the effect on such Award of the death, Disability or Termination, or of such other events as may be determined by the Committee. For purposes of the Plan, an Award agreement may be in any such form (written or electronic) as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing the Award. The Committee need not require an Award agreement to be signed by the Participant or a duly authorized representative of the Company.

(b) Nontransferability . (i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities and Exchange Commission (collectively, the “ Immediate Family Members ”); (B) a trust solely for the benefit of the Participant and his or her

Immediate Family Members; (C) a partnership or limited liability company whose only partners or members are the Participant and his or her Immediate Family Members; or (D) a beneficiary to whom donations are eligible to be treated as “charitable contributions” for federal income tax purposes;

(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “ Permitted Transferee ”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.

(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the Termination of the Participant from the Company or an Affiliate under the terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.

(c) Dividends and Dividend Equivalents . The Committee in its sole discretion may provide a Participant as part of an Award with dividends or dividend equivalents, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards; provided , that no dividends or dividend equivalents shall be payable in respect of outstanding (i) Options or SARs or (ii) unearned Performance Compensation Awards or other unearned Awards subject to performance conditions (other than or in addition to the passage of time and other than Awards structured as Restricted Stock) (although dividends and dividend equivalents may be accumulated in respect of unearned Awards and paid within 15 days after such Awards are earned and become payable or distributable).

(d) Tax Withholding .

(i) A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold,

from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.

(ii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that with respect to shares withheld pursuant to clause (B), the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability.

(e) No Claim to Awards; No Rights to Continued Employment; Waiver . No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award agreement, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

(f) International Participants . With respect to Participants who reside or work outside of the United States of America and who are not (and who are not expect to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may in its sole discretion amend the terms of the Plan or Sub-Plans or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.

(g) Designation and Change of Beneficiary . Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however , that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(h) Termination . Except as otherwise provided in an Award agreement, unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service Recipient to employment or service with another Service recipient (or vice-versa) shall be considered a Termination; and (ii) if a Participant’s undergoes a Termination of employment, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be an Affiliate of the Company (by reason of sale, divestiture, spin-off, or other similar transaction), unless a Participant’s employment or service is transferred to another entity that would constitute a Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction.

(i) No Rights as a Stockholder . Except as otherwise specifically provided in the Plan or any Award agreement, no person shall be entitled to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been issued or delivered to that person.

(j) Government and Other Regulations .

(i) The obligation of the Company to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act

any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the Federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter- dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on certificates representing shares of Common Stock or other securities of the Company or any Affiliate delivered under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of the Company or any Affiliate delivered under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.

(ii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

(k) No Section 83(b) Elections Without Consent of Company . Except with respect to OP Units, no election under Section 83(b) of the Code or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award agreement or by action of the Committee in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock or OP Units under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify the Company of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.

(l) Payments to Persons Other Than Participants . If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(m) Nonexclusivity of the Plan . Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

(n) No Trust or Fund Created . Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(o) Reliance on Reports . Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.

(p) Relationship to Other Benefits . No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

(q) Governing Law . The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof.

(r) Severability . If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(s) Obligations Binding on Successors . The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

(t) 409A of the Code .

(i) Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of this Plan comply with Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan or any other plan maintained by the Company (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as separate payments.

(ii) Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

(iii) Unless otherwise provided by the Committee, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the

ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.

(u) Clawback/Forfeiture . Notwithstanding anything to the contrary contained herein, an Award agreement may provide that the Committee may in its sole discretion cancel such Award if the Participant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after Termination, has engaged in or engages in any Detrimental Activity. The Committee may also provide in an Award agreement that if the Participant otherwise has engaged in or engages in any Detrimental Activity, the Participant will forfeit any gain realized on the vesting or exercise of such Award, and must repay the gain to the Company. The Committee may also provide in an Award agreement that if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

(v) Expenses; Gender; Titles and Headings . The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

Exhibit 10.26

BRIXMOR PROPERTY GROUP INC.

RESTRICTED STOCK GRANT AND ACKNOWLEDGMENT

(Replacement Award for BRE Retail Holdco L.P. Units)

THIS RESTRICTED STOCK GRANT AND ACKNOWLEDGEMENT (the “ Agreement ”), is made effective as of the date set forth on the signature page (the “ Signature Page ”) attached hereto (the “ Date of Grant ”), between Brixmor Property Group Inc. (together with its successors and assigns, the “ Company ”), the participant identified on the Signature Page attached hereto (the “ Participant ”) and BRE Retail Holdco L.P., a Delaware limited partnership (the “ Partnership ”).

R E C I T A L S :

WHEREAS, the Participant holds a number of Class A-2 Units (the “ Class A-2 Units ”) and/or Class B Units (the “ Class B Units ” and, together with the Class A-2 Units, if any, the “ Units ”) of the Partnership specified on the signature page hereto, which Units were issued pursuant to one or more Management Subscription Agreements (collectively, the “ Subscription Agreements ”);

WHEREAS, all of the Participant’s Units are being cancelled and the Participant is to receive cash and shares (“ Shares ”) of common stock, par value $0.01, of the Company (“ Common Stock ”) in redemption of the Units (the “ Redemption ”), effective prior to or substantially concurrent with the consummation of the initial public offering of the Common Stock (the “ Redemption Date ”);

WHEREAS, the Company has adopted the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan (the “ Plan ”), the terms of which Plan are incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and

WHEREAS, as of the Redemption Date, the Units will be cancelled and will cease to be issued and outstanding and the Participant shall receive Shares with an equivalent value based on the IPO Price (as defined below), as described herein and otherwise subject to the terms hereof and the Plan;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. The Shares .

(a) Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement and effective as of the Redemption Date, the Company and the Partnership will cause the Units to be cancelled and the Participant to receive, in redemption of such cancellation, (i) a cash payment (the “ Cash Payment ”) in the amount specified on the Signature Page hereto and (ii) the number of vested Shares (“ Vested Shares ”) and unvested Shares (the “ Unvested Restricted Shares ”) to be specified by the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) on the Signature Page hereto (the Vested Shares and Unvested Restricted Shares collectively, the “ Restricted Shares ”).

Brixmor Property Group Inc.

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(b) The number of Restricted Shares shall be calculated by the Committee in its sole discretion, such that (x) the intrinsic value of all such Units (calculated based on the price at which Common Stock is sold in the Company’s initial public offering (the “ IPO ”, such price, the “ IPO Price ”), the number of such Shares held by the Partnership prior to the Redemption and the relative rights and priorities applicable to the Units under the Partnership’ organizational documents immediately prior to the Redemption) is equal to (y) the sum of (i) the Cash Payment plus (ii) the intrinsic value of all such Shares using the IPO Price, in each case as calculated by the Committee. Any fractional Vested Shares or Unvested Restricted Shares will be canceled for no consideration.

(c) The Vested Shares shall not be subject to any forfeiture restrictions. The Unvested Restricted Shares shall vest and become nonforfeitable Vested Shares in accordance with Schedule I attached hereto.

(d) If Participant’s employment with the Company and its subsidiaries is terminated at any time, all Unvested Restricted Shares shall automatically and immediately be forfeited and canceled (after giving effect to any acceleration of vesting or other terms set forth in Schedule I attached hereto).

2. Prior Agreements; Restrictive Covenants .

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performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Notwithstanding the foregoing and Appendix A, the provisions of Section 1.1 of Appendix A shall not apply to the Participant if Participant’s principal place of employment when the Units were obtained is located in the State of California. For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates. For purposes of this Agreement, “ Restrictive Covenant Violation ” means Participant’s breach of any of the Restrictive Covenants or any similar provision applicable to Participant.

(b) Repayment of Proceeds . In the event of a Restrictive Covenant Violation or the Company discovers after a termination of employment that grounds for a termination of employment with Cause existed at the time thereof, then Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days’ of the Company’s request to Participant therefor, an amount equal to the excess, if any, of (i) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of, (A) prior to the Redemption Date, the Units, and (B) the Shares issued hereunder (plus the Cash Payment) over (ii) the aggregate Cost of such Shares. For purposes of this Agreement, “ Cost ” means, in respect of any Share, the amount paid by Participant for the Units that were exchanged for such Share, as proportionately adjusted for all subsequent distributions on the Shares and other recapitalizations and less the amount of any distributions made with respect to (x) prior to the Redemption Date, the Unit or (y) the Share pursuant to the Company’s organizational documents; provided that Cost may not be less than zero. Any reference in this Agreement to grounds existing for a termination of employment with Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to finding of or termination with, Cause.

(c) Class B Units . Participant acknowledges and agrees that references to the value of Class B Units in the Partnership in Participant’s employment agreement with the Company (or any affiliate) shall hereafter be deemed to be a reference to the value of the Shares (and the Cash Payment) (plus the shares and cash payment received in respect of BPG Subsidiary Inc. on terms substantially similar to those set forth herein) received hereunder for purposes of calculating the value of any severance or similar amounts payable upon a termination of employment.

3. Book Entry; Certificates . The Company shall recognize the Participant’s ownership of Shares through uncertificated book entry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificates shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of (x) the vesting of Unvested Restricted Shares pursuant to this Agreement and (y) the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the Shares shall be delivered to the Participant or to the Participant’s legal guardian or representative along with the stock powers relating thereto. No certificates shall be issued for fractional Shares. To the extent required by the

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Company, the Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Shares that have not previously vested. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

4. Rights as a Stockholder . The Participant shall be the record owner of the Shares until or unless such Shares are forfeited pursuant to the terms of this Agreement, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights with respect to the Restricted Shares and rights to dividends or other distributions; provided that the Shares shall be subject to the limitations on transfer and encumbrance set forth in Section 7.

5. Legend . To the extent applicable, all book entries (or certificates, if any) representing the Shares delivered to the Participant as contemplated by Section 3 above shall be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Company may cause notations to be made next to the book entries (or a legend or legends put on certificates, if any) to make appropriate reference to such restrictions. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of the restrictions set forth in Sections 1 and 7 hereof.

6. No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Shares hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or engagement of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.

7. Assignment Restrictions; Lock-up .

(a) The Unvested Restricted Shares may not, at any time prior to becoming vested pursuant to the terms of this Agreement, be Assigned and any such purported Assignment shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an Assignment. In addition, until the earliest of (i) the occurrence of a Change of Control and (ii) the date that is six (6) months from the closing date of the IPO with respect to Shares issued in connection with the cancellation of Class B Units, no holder of Shares may Assign any such Shares which are Vested Shares, except in an Exempt Employee Assignment. Participant further hereby agrees that Participant shall, without further action on the part of Participant, be bound by the provisions of the lock-up letter executed by the executive officers of the Company to the same extent as if Participant had directly executed such lock-up letter himself or herself. Such lock-up letter will provide that Participant shall not, subject to specified exceptions, not to dispose of or hedge any shares of common stock of the Company or securities convertible into or exchangeable for shares of common stock of the Company during the period from the date of the final prospectus relating to the IPO and continuing through the date 180 days after the date of such prospectus, except with the prior written consent of the representatives of the underwriters. The 180-day restricted period described in the preceding sentence will be

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automatically extended if: (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

(b) “ Assign ” or “ Assignment ” shall mean (in either the noun or the verb form, including with respect to the verb form, all conjugations thereof within their correlative meanings) with respect to any security, the gift, sale, assignment, transfer, pledge, hypothecation or other disposition (whether for or without consideration, whether directly or indirectly, and whether voluntary, involuntary or by operation of law) of such security or any interest therein.

(c) “ Exempt Employee Assignment ” shall mean an Assignment of Vested Shares (i) pursuant to an exercise of tag-along rights or registration rights under any applicable registration rights agreement, (ii) in connection with a Change of Control transaction, (iii) to the Company or one of its Affiliates, (iv) upon the death of the holder pursuant to the applicable laws of descent and distribution, (v) if expressly permitted by Section 7(a) herein, (vi) solely to or among the Participant’s Family Group (as defined below) or (vii) incidental to the exercise, conversion or exchange of the Shares in accordance with their terms, any combination of the Shares, or any recapitalization, reorganization, or reclassification of, or any merger or consolidation involving, the Company. “ Family Group ” means with respect to any individual, such individual’s spouse and descendants (whether natural or adopted) and any trust, partnership, limited liability company or similar vehicle established and maintained solely for the benefit of (or the sole members or partners of which are) such individual, such individual’s spouse and/or such individual’s descendants.

8. Withholding . The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Shares, their grant or vesting or any payment or transfer with respect to the Shares at the minimum applicable statutory rates, and to take such action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.

9. Securities Laws; Cooperation . Upon the vesting of any Unvested Restricted Shares, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws, the Plan or with this Agreement. Participant further agrees to cooperate with the Company in taking any action reasonably necessary or advisable to consummate the transactions contemplated by this Agreement.

10. Notices . Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for such Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

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11. Choice of Law; Jurisdiction; Venue . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (or, if the Company or its successor hereunder ceases to be organized in Delaware, then the internal laws of the state or other jurisdiction of incorporation) applicable to contracts made and performed wholly within the State of Delaware (or such other jurisdiction described above), without giving effect to the conflict of laws provisions thereof (except that the provisions of Appendix A shall be governed by the law of the state where Participant is principally employed by the Company or its subsidiaries or, if the Participant and the Company or its subsidiaries are party to an employment agreement, the law of the state that governs such an employment agreement). Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of New York or the State of Delaware, and each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold Shares pursuant to an Exempt Employee Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New York, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.

12. Shares Subject to Plan; Amendment . By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Shares granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of the participant hereunder without the consent of the Participant. Notwithstanding anything in this Agreement or the Plan to the contrary, the Company may amend and update the number of Shares in the Equity Schedule set forth on the Signature Page hereto prior to or following the effective date of the IPO based on the IPO Price.

13. Other Awards . Subject to Section 2, this Agreement, together with any other equity grants received in connection with the Redemption and the IPO, are in replacement of, and supersede in all respects, the Units.

14. Partnership . Participant agrees and acknowledges that, upon consummation of the Redemption, the Participant will (i) hold no Units, (ii) no longer be a Limited Partner of the Partnership and (iii) have no surviving rights under the governing documents of any the Partnership.

[ Signatures on next page. ]

IN WITNESS WHEREOF, the Participant acknowledges and accepts the terms of this Agreement which shall be effective as of the date set forth below and countersignature by the Company.


Participant


Name:

Dated:

[ Signature Page - Replacement Award for Units of BRE Retail Holdco L.P. ]

Agreement acknowledged and confirmed:


BRE RETAIL HOLDCO L.P.		BRIXMOR PROPERTY GROUP INC.

By:		By:
Name:		Name:
Title:	Authorized Signatory	Title:	Authorized Signatory

Equity Schedule

Name: [Name]

Date of Acquisition of Units: [Original Grant Date]


Class A-2 Units and Class B Units			Shares ¹
Class of Units	Number of Vested Units	Number of Unvested Units	Number of Vested Shares	Number of Unvested Restricted Shares
Class A-2 Units		N/A		N/A
Class B Units scheduled to vest on June 28, 2014	0		0
Class B Units scheduled to vest on June 28, 2016	0		0
“Performance-Based” Class B Units expected to vest on IPO		0		0
Other “Performance-Based” Class B Units	0		0
Total Units/Shares

Cash Payment : $[ ]

¹	The Committee shall specify the number of Shares promptly following the pricing of the IPO.

Brixmor Property Group Inc.

Schedule I-1

Schedule I

Vesting Terms

(a) Immediately Vested Shares . 25% of the Restricted Shares issued hereunder in respect of Class B Units will be fully vested on the Date of Grant.

(b) Time-Based Vesting Shares . A percentage of the Restricted Shares granted hereunder shall become Vested Shares as follows:

(i) 25% of the Restricted Shares issued hereunder in respect of Class B Units will become Vested Shares on June 28, 2014, subject to the Participant’s continuous employment with or provision of services to the Company and its Subsidiaries through such date; and

(ii) an additional 25% of the Restricted Shares issued hereunder in respect of Class B Units will become Vested Shares on June 28, 2016, subject to the Participant’s continuous employment with or provision of services to the Company and its Subsidiaries through such date;

(c) Performance-Based Vesting Shares . Notwithstanding the foregoing, all Unvested Restricted Shares will become Vested Shares if the Participant is continuously employed through the date that the Sponsor (and its Affiliates that have an economic equity interest in the Company (“ Economic Affiliates ”)) shall have received, in respect of the aggregate Class A Units of the Partnership and Blackstone Retail Transaction II Holdco L.P. (“ Holdings ”) held from time to time by such Sponsor and its Economic Affiliates and the Shares and Brixmor Subsidiary Shares received in respect thereof (collectively, the “ Sponsor Equity ”), cash resulting in a 15% Internal Rate of Return in respect of such Sponsor Equity, measured prior to any taxes payable on such cash.

(d) Qualifying Terminations of Employment .

(i) If the Participant’s employment with the Company and its Subsidiaries is terminated as a result of a Qualifying Termination, then each Sponsor and its Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the value of the Sponsor Equity immediately prior to the applicable Termination Date (as determined in good faith by the Board, but valuing the Sponsor Equity using the 30-day volume-weighted average price following the Termination Date).

(ii) If a Qualifying Termination occurs within six months prior to either of June 28, 2014 or June 28, 2016, then a number of Unvested Restricted Shares shall immediately become Vested Shares equal to the number that would have vested on such date had the Participant remained continuously employed for an additional six months.

Brixmor Property Group Inc.

Schedule I-2

another business owned and controlled (as the time of the combination) by a third party that is not an Affiliate of the Sponsor and the Company’s collective business operations and assets do not constitute more than 50% of the net assets of the combined businesses (measured as of the most recently available completed fiscal quarter prior to the transaction), then each Sponsor and its Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the value of the Sponsor Equity immediately prior to the applicable Termination Date (as determined in good faith by the Board).

(e) Definitions . For the purposes of this Agreement:

(i) “ Cause ” shall have the meaning set forth in any employment or consulting agreement between the Participant and the Company or an Affiliate in effect at the time of such termination, or in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), (A) the Participant’s continued failure substantially to perform the Participant’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following written notice by the Company to the Participant of such failure, (B) dishonesty in the performance of the Participant’s duties, (C) an act or acts on the Participant’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (D) the Participant’s willful malfeasance or willful misconduct in connection with the Participant’s duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its Affiliates or (E) the Participant’s breach of any provision of Appendix A to this Agreement or any similar provision applicable to the Participant in any other agreement between the Participant and the Company or its Affiliates.

(ii) “ Internal Rate of Return ” shall mean the annualized effective compounded return rate which is earned on the aggregate amount invested by such Sponsor and its Economic Affiliates from time to time in respect of their respective Sponsor Equity (with all contributions and distributions measured from the actual date of such contribution or distribution, as opposed to the first or last date of any fiscal period).

(iii) “ Qualifying Termination ” shall mean a Termination (x) by the Company without Cause or while Participant has a Disability (as defined in the Plan), (y) if the Participant’s written employment agreement with the Company (or any affiliate) includes a definition of “good reason” or “constructive termination,” by the Participant for “good reason” or “constructive termination” (as defined in such written employment agreement) or (z) resulting from the Participant’s death.

(iv) “ Sponsor ” shall mean Blackstone Real Estate Partners VI L.P.

(f) Miscellaneous .

(i) If a Sponsor or its Economic Affiliates distributes Sponsor Equity held by them and/or the assets of the Company and its subsidiaries to the limited partners of the Sponsor’s investment funds, then such Sponsor and its Economic Affiliates shall be

Brixmor Property Group Inc.

Schedule I-3

deemed to have received “cash” for purposes of this Schedule I in an amount equal to the value of their respective Sponsor Equity and/or, if applicable, the other assets distributed to such limited partners on the date(s) of such distribution (as determined in good faith by the Board).

(ii) If the Company sells all or substantially all of its assets for cash in a sale, merger or similar transaction to a third party not affiliated with Sponsor or Holdings, but the Partnership or Holdings, as applicable, does not distribute such cash to the Sponsor or Holdings’ limited partners, as applicable, within 10 days of such transaction, then such Sponsor and its respective Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the actual cash received by the Partnership on the date of the transaction.

Appendix A

Restrictive Covenants

1.	Non-Competition; Non-Solicitation . Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:

1.1 Non-Competition .

(a) During Participant’s Employment and, for a period of two years following the date Participant ceases to be employed by the Company (the “Restricted Period”), Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, own, manage, operate, control, consult with, be employed by or otherwise provide services to, or participate in the ownership, management, operation or control of, any person or entity involved in the Business (as defined herein) within 25 miles of any location where the Company and its subsidiaries and, to the extent engaged materially in the Business, their respective Affiliates (including The Blackstone Group L.P. and its Affiliates) (collectively, the “Restricted Group”) engages in the Business (any such person or entity, a “Competitor”). For purposes of this Appendix A, “Business” shall mean the business of owning and operating retail shopping centers.

(b) Notwithstanding the foregoing, Participant’s ownership solely as an investor of two percent (2%) or less of the outstanding securities of any class of any publicly-traded securities of any company shall not, by itself, be considered to be competition with the Company or any of its Subsidiaries.

(c) The period of time during which the provisions of this Section 1.1 shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

1.2 Non-Solicitation . During Participant’s employment and the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person:

(a) solicit or encourage any employee of the Company or its Subsidiaries to leave the employment of the Company or its Subsidiaries, or hire any such employee who was engaged in the Business and employed by the Restricted Group as of the date of Participant’s termination of employment with the Company or who left such employment of the Restricted Group coincident with, or within one year prior to, the date of Participant’s termination of employment with the Company; or

(b) intentionally encourage any material consultant engaged in the Business and retained by the Restricted Group to cease working with the Restricted Group.

(c) Notwithstanding anything to the contrary, the provisions of Section 1 hereof shall survive the termination of Participant’s employment except that, the provisions of Section 1.1 shall expire at the end of Participant’s employment if (i) at the end of Participant’s employment, the Sponsor and its Affiliates no longer beneficially own any equity interest in the Company or (ii) Participant’s employment is terminated by the Company for Cause). The provisions of Section 1.1 hereof shall not apply if Participant’s principal place of employment on the is in the State of California.

1.3 It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that any restriction contained in this Section 1 is an unenforceable restriction against Participant, the provisions of this Appendix A shall not be rendered void but shall be deemed amended to apply with such deletion or modification as such court may judicially determine or indicate to make the Appendix A valid and enforceable. The restrictions contained in this Section 1 shall be construed as separate and individual restrictions and shall each be capable of being reduced in application or severed without prejudice to the other restrictions contained in this Section 1 or to the remaining provisions of this Appendix A.

2.	Confidentiality; Intellectual Property .

2.1 Confidentiality .

(a) Participant will not at any time (whether during or after Participant’s employment with the Company), disclose, divulge, reveal, communicate, share, transfer or provide access to any Confidential Information that he may obtain during his employment by the Company to any other Person, except (A) in connection with performing his duties for the Company or its Subsidiaries, (B) to the Company or its Subsidiaries, or to any authorized (or apparently authorized) agent or representative of any of them, (C) when required to do so by law or regulation or by a court, governmental agency, legislative body, arbitrator or other person with apparent jurisdiction to order him to communicate, divulge or make accessible any such confidential information, (D) in the course of any proceeding to defend the Participant’s rights, or (E) in confidence to any attorney or other professional advisor for the purposes of securing professional advice. For purposes of this Appendix A, “Confidential Information” shall mean any proprietary or confidential information of the Company and its Subsidiaries, and includes, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals; provided , however, that the term Confidential Information shall not include any document, record, data, compilation or other information that is known or generally available to the public, or within any trade or industry of the Company or any of its Affiliates, other than as a result of Participant’s violation of this Section 2.1, or not otherwise considered confidential by persons within such trade or industry.

(b) Except as required by law, Participant will not disclose to anyone, other than Participant’s family (it being understood that, in this Appendix A, the term “family” refers to Participant, Participant’s spouse, minor children, parents and spouse’s parents) and legal, financial or other professional advisors, the existence or contents of this Appendix A; provided that Participant may disclose to any prospective future employer the provisions of Sections 1.1 and 2.1 of this Appendix A; provided they agree to maintain the confidentiality of such terms. This Section 2.1(b) shall terminate if the Company publicly discloses a copy of this Appendix A (or, if the Company publicly discloses summaries or excerpts of this Appendix A, to the extent so disclosed).

(c) Upon termination of Participant’s employment with the Company for any reason, Participant shall (A) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its Subsidiaries or Affiliates; and (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the Business of the Company and its Subsidiaries, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

2.2 Intellectual Property .

(a) If Participant creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, at any time during Participant’s employment by the Company and within the scope of such employment and with the use of any the Company resources (“Company Works”), Participant shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(b) Participant shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

(c) Participant shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Participant shall comply with all relevant policies and guidelines of the Company that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest.

(d) The provisions of Section 2 hereof shall survive the termination of Participant’s employment for any reason (except as otherwise set forth in Section 2.1(b) hereof).

Exhibit 10.27

BPG SUBSIDIARY INC.

RESTRICTED STOCK GRANT AND ACKNOWLEDGMENT

(Replacement Award for Blackstone Retail Transaction II Holdco L.P. Units)

THIS RESTRICTED STOCK GRANT AND ACKNOWLEDGEMENT (the “ Agreement ”), is made effective as of the date set forth on the signature page (the “ Signature Page ”) attached hereto (the “ Date of Grant ”), between BPG Subsidiary Inc., a Delaware corporation (together with its successors and assigns, the “ Company ”), the participant identified on the Signature Page attached hereto (the “ Participant ”) and Blackstone Retail Transaction II Holdco L.P., a Delaware limited partnership (the “ Partnership ”).

R E C I T A L S :

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. The Shares .

(a) Subject to the terms and conditions set forth in this Agreement and effective as of the Redemption Date, the Company and the Partnership will cause the Units to be cancelled and the Participant to receive, in redemption of such cancellation, (i) a cash payment (the “ Cash Payment ”) in the amount specified on the Signature Page hereto and (ii) the number of vested Shares (“ Vested Shares ”) and unvested Shares (the “ Unvested Restricted Shares ”) to be specified by the Compensation Committee (the “ Committee ”) of the Board of Directors of Brixmor on the Signature Page hereto (the Vested Shares and Unvested Restricted Shares collectively, the “ Restricted Shares ”).

BPG Subsidiary Inc.

Page 2

(b) The number of Restricted Shares shall be calculated by the Committee in its sole discretion, such that (x) the intrinsic value of all such Units (calculated based on the price at which common stock is sold in Brixmor’s initial public offering (the “ IPO ”, such price, the “ IPO Price ”), the exchange rights described herein, the number of such Shares held by the Partnership prior to the Redemption and the relative rights and priorities applicable to the Units under the Partnership’ organizational documents immediately prior to the Redemption) is equal to (y) the sum of (i) the Cash Payment plus (ii) the intrinsic value of all such Shares using the IPO Price and the exchange rights described herein, in each case as calculated by the Committee. Any fractional Vested Shares or Unvested Restricted Shares will be canceled for no consideration.

(d) If Participant’s employment with Brixmor and its subsidiaries is terminated at any time, all Unvested Restricted Shares shall automatically and immediately be forfeited and canceled (after giving effect to any acceleration of vesting or other terms set forth in Schedule I attached hereto).

(e) Within 10 days after the Redemption Date, the Participant shall provide the Company with a copy of a completed election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder in the form of Exhibit A attached hereto. The Participant shall timely (within 30 days) file (via certified mail, return receipt requested) such election with the Internal Revenue Service, and thereafter shall certify to the Company that the Participant has made such timely filing and furnish a copy of such filing to the Company. The Participant should consult his or her tax advisor regarding the consequences of a Section 83(b) election, as well as the receipt, vesting, holding and sale of the Restricted Shares. Participant agrees to properly execute and provide to the Company in a timely manner any tax documentation that may be reasonably required by Company, including any tax forms relating to a “consent dividend” (as defined in Section 565 of the Code) or a power of attorney relating to such consent dividends.

(f) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and accordingly, may not be sold or transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption therefrom. By executing this Agreement, Participant shall be deemed to have also executed and become a party to, as a “Holder”, the Exchange Agreement attached as Exhibit B (the “ Exchange Agreement ”), pursuant to which Shares will be exchangeable into shares of common stock of Brixmor (“ Brixmor Shares ”) from time to time (in accordance with the terms of the Exchange Agreement). Moreover, the Company hereby agrees to cause Brixmor to use commercially reasonable efforts to file and cause to become effective a registration statement with the Securities and Exchange Commission that will permit Participant (subject to any limitations to which Participant may be subject as an “affiliate” of Brixmor) to freely resell any Brixmor Shares received upon any exchange under the Exchange Agreement.

BPG Subsidiary Inc.

Page 3

2. Prior Agreements; Restrictive Covenants .

(a) Restrictive Covenants . Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees, in his capacity as an investor and equity holder in the Company, to the provisions of Appendix A to this Agreement (the “ Restrictive Covenants ”). Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Appendix A would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Partnership and the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Notwithstanding the foregoing and Appendix A, the provisions of Section 1.1 of Appendix A shall not apply to the Participant if Participant’s principal place of employment when the Units were obtained is located in the State of California. For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company or any of its Affiliates. For purposes of this Agreement, “ Restrictive Covenant Violation ” means Participant’s breach of any of the Restrictive Covenants or any similar provision applicable to Participant.

(c) Class B Units . Participant acknowledges and agrees that references to the value of Class B Units in the Partnership in Participant’s employment agreement with Brixmor (or any affiliate) shall hereafter be deemed to be a reference to the value of the Shares (and the Cash Payment) (plus the shares and cash payment received in respect of Brixmor on terms substantially similar to those set forth herein) received hereunder for purposes of calculating the value of any severance or similar amounts payable upon a termination of employment.

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Page 4

Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of (x) the vesting of Unvested Restricted Shares pursuant to this Agreement and (y) the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the Shares shall be delivered to the Participant or to the Participant’s legal guardian or representative along with the stock powers relating thereto. No certificates shall be issued for fractional Shares. To the extent required by the Company, the Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Shares that have not previously vested. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

6. No Right to Continued Employment . Neither this Agreement nor the Participant’s receipt of the Shares hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or engagement of such Participant, free from any liability or claim under this Agreement, except as otherwise expressly provided herein.

7. Assignment Restrictions; Lock-up .

(a) The Shares may not, at any time be Assigned (and any such purported Assignment shall be void and unenforceable against the Company or any Affiliate), except that (i) Vested Shares may, subject to the following provisions, be exchanged for Brixmor Shares pursuant to the Exchange Agreement and (ii) Shares may be Assigned in an Exempt Employee Assignment.

(b) In addition to the restrictions in Section 7(a), the Unvested Restricted Shares may not, at any time prior to becoming vested pursuant to the terms of this Agreement, be exchanged; provided that the designation of a beneficiary shall not constitute an Assignment. In addition, until the earliest of (i) the occurrence of a Change of Control and (ii) the date that is 12 months from the closing date of the IPO with respect to Shares issued in connection with the cancellation of Class B Units, no holder of Shares may exchange any such Shares which are Vested Shares.

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Page 5

(c) Participant further hereby agrees that Participant shall, without further action on the part of Participant, be bound by the provisions of the lock-up letter executed by the executive officers of the Company to the same extent as if Participant had directly executed such lock-up letter himself or herself. Such lock-up letter will provide that Participant shall not, subject to specified exceptions, not to dispose of or hedge any shares of common stock of the Brixmor or securities convertible into or exchangeable for shares of common stock of the Brixmor (including the Shares) during the period from the date of the final prospectus relating to the IPO and continuing through the date 180 days after the date of such prospectus, except with the prior written consent of the representatives of the underwriters. The 180-day restricted period described in the preceding sentence will be automatically extended if: (1) during the last 17 days of the 180-day restricted period, Brixmor issues an earnings release or material news or a material event relating to Brixmor occurs; or (2) prior to the expiration of the 180-day restricted period, Brixmor announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

(d) “ Assign ” or “ Assignment ” shall mean (in either the noun or the verb form, including with respect to the verb form, all conjugations thereof within their correlative meanings) with respect to any security, the gift, sale, assignment, transfer, pledge, hypothecation or other disposition (whether for or without consideration, whether directly or indirectly, and whether voluntary, involuntary or by operation of law) of such security or any interest therein.

(e) “ Exempt Employee Assignment ” shall mean an Assignment of Vested Shares (i) pursuant to an exercise of tag-along rights or registration rights under any applicable registration rights agreement, (ii) in connection with a Change of Control transaction, (iii) to the Company or one of its Affiliates, (iv) upon the death of the holder pursuant to the applicable laws of descent and distribution, (v) if expressly permitted by Section 7(a) herein, (vi) solely to or among the Participant’s Family Group (as defined below) or (vii) incidental to the exercise, conversion or exchange of the Shares in accordance with their terms, any combination of the Shares, or any recapitalization, reorganization, or reclassification of, or any merger or consolidation involving, the Company. “ Family Group ” means with respect to any individual, such individual’s spouse and descendants (whether natural or adopted) and any trust, partnership, limited liability company or similar vehicle established and maintained solely for the benefit of (or the sole members or partners of which are) such individual, such individual’s spouse and/or such individual’s descendants.

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9. Securities Laws; Cooperation . Upon the vesting of any Unvested Restricted Shares, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement. Participant further agrees to cooperate with the Company in taking any action reasonably necessary or advisable to consummate the transactions contemplated by this Agreement.

12. Amendment . By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan (the “ Brixmor Plan ”). The Shares granted hereunder are not issued pursuant to the Plan, but shall be subject to all the terms and conditions set forth in the Plan as though such terms applied to capital stock of the Company instead of capital stock of Brixmor. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference mutatis mutandis . In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of the participant hereunder without the consent of the

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Participant. Notwithstanding anything in this Agreement or the Plan to the contrary, the Company may amend and update the number of Shares in the Equity Schedule set forth on the Signature Page hereto prior to or following the effective date of the IPO based on the IPO Price.

[ Signatures on next page. ]

IN WITNESS WHEREOF, the Participant acknowledges and accepts the terms of this Agreement which shall be effective as of the date set forth below and countersignature by the Company.


Participant


Name:

Dated:

[ Signature Page - Replacement Award for Units of Blackstone Retail Transaction Holdco L.P. ]

Agreement acknowledged and confirmed:


BLACKSTONE RETAIL TRANSACTION II HOLDCO L.P.		BPG SUBSIDIARY INC.

By:		By:
Name:		Name:
Title:	Authorized Signatory	Title:	Authorized Signatory

Equity Schedule

Name: [Name]

Date of Acquisition of Units: [Original Grant Date]


Class A-2 Units and Class B Units			Shares ¹
Class of Units	Number of Vested Units	Number of Unvested Units	Number of Vested Shares	Number of Unvested Restricted Shares
Class A-2 Units		N/A		N/A
Class B Units scheduled to vest on June 28, 2014	0		0
Class B Units scheduled to vest on June 28, 2016	0		0
“Performance-Based” Class B Units expected to vest on IPO		0		0
Other “Performance-Based” Class B Units	0		0
Total Units/Shares

Cash Payment : $[ ]

¹	The Committee shall specify the number of Shares promptly following the pricing of the IPO.

Schedule I-1

Schedule I

Vesting Terms

(a) Immediately Vested Shares . 25% of the Restricted Shares issued hereunder in respect of Class B Units will be fully vested on the Date of Grant.

(b) Time-Based Vesting Shares . A percentage of the Restricted Shares granted hereunder shall become Vested Shares as follows:

(i) 25% of the Restricted Shares issued hereunder in respect of Class B Units will become Vested Shares on June 28, 2014, subject to the Participant’s continuous employment with or provision of services to Brixmor and its Subsidiaries through such date; and

(c) Performance-Based Vesting Shares . Notwithstanding the foregoing, all Unvested Restricted Shares will become Vested Shares if the Participant is continuously employed through the date that the Sponsor (and its Affiliates that have an economic equity interest in Brixmor (“ Economic Affiliates ”)) shall have received, in respect of the aggregate Class A Units of the Partnership and BRE Retail Holdco L.P. (“ Holdings ”) held from time to time by such Sponsor and its Economic Affiliates and the Brixmor Shares and Shares received in respect thereof (collectively, the “ Sponsor Equity ”), cash resulting in a 15% Internal Rate of Return in respect of such Sponsor Equity, measured prior to any taxes payable on such cash.

(d) Qualifying Terminations of Employment .

(i) If the Participant’s employment with Brixmor and its Subsidiaries is terminated as a result of a Qualifying Termination, then each Sponsor and its Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the value of the Sponsor Equity immediately prior to the applicable Termination Date (as determined in good faith by the Board, but valuing the Sponsor Equity using the 30-day volume-weighted average price following the Termination Date).

(iii) If a Qualifying Termination occurs within two years following a transaction (a “ Combination Transaction ”) in which all or substantially all of the business operations and assets of Brixmor have been combined (through any form of transaction, including a merger, a stock transfer, joint venture or a sale of assets) with the business and assets of another business owned and controlled (as the time of the combination) by a third party that is not an Affiliate of the Sponsor and Brixmor’s collective business operations and assets

Schedule I-2

do not constitute more than 50% of the net assets of the combined businesses (measured as of the most recently available completed fiscal quarter prior to the transaction), then each Sponsor and its Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the value of the Sponsor Equity immediately prior to the applicable Termination Date (as determined in good faith by the Board).

(e) Definitions . For the purposes of this Agreement:

(i) “ Cause ” shall have the meaning set forth in any employment or consulting agreement between the Participant and Brixmor or an Affiliate in effect at the time of such termination, or in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), (A) the Participant’s continued failure substantially to perform the Participant’s duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 10 days following written notice by Brixmor to the Participant of such failure, (B) dishonesty in the performance of the Participant’s duties, (C) an act or acts on the Participant’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (D) the Participant’s willful malfeasance or willful misconduct in connection with the Participant’s duties or any act or omission which is injurious to the financial condition or business reputation of Brixmor or any of its Affiliates or (E) the Participant’s breach of any provision of Appendix A to this Agreement or any similar provision applicable to the Participant in any other agreement between the Participant and Brixmor or its Affiliates.

(iii) “ Qualifying Termination ” shall mean a Termination (x) by Brixmor without Cause or while Participant has a Disability (as defined in the Plan), (y) if the Participant’s written employment agreement with Brixmor (or any affiliate) includes a definition of “good reason” or “constructive termination,” by the Participant for “good reason” or “constructive termination” (as defined in such written employment agreement) or (z) resulting from the Participant’s death.

(iv) “ Sponsor ” shall mean Blackstone Real Estate Partners VI L.P.

(f) Miscellaneous .

(i) If a Sponsor or its Economic Affiliates distributes Sponsor Equity held by them and/or the assets of Brixmor or the Company to the limited partners of the Sponsor’s investment funds, then such Sponsor and its Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the value of their respective Sponsor Equity and/or, if applicable, the other assets distributed to such limited partners on the date(s) of such distribution (as determined in good faith by the Board).

Schedule I-3

(ii) If Brixmor sells all or substantially all of its assets for cash in a sale, merger or similar transaction to a third party not affiliated with Sponsor or the Partnership, but the Partnership or Holdings, as applicable, does not distribute such cash to the Sponsor or the Partnership’s limited partners, as applicable, within 10 days of such transaction, then such Sponsor and its respective Economic Affiliates shall be deemed to have received “cash” for purposes of this Schedule I in an amount equal to the actual cash received by the Partnership on the date of the transaction.

Appendix A

Restrictive Covenants

1.	Non-Competition; Non-Solicitation . Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:

1.1 Non-Competition .

1.2 Non-Solicitation . During Participant’s employment and the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person:

(b) intentionally encourage any material consultant engaged in the Business and retained by the Restricted Group to cease working with the Restricted Group.

2.	Confidentiality; Intellectual Property .

2.1 Confidentiality .

2.2 Intellectual Property .

(d) The provisions of Section 2 hereof shall survive the termination of Participant’s employment for any reason (except as otherwise set forth in Section 2.1(b) hereof).

Exhibit 10.28

RELEASE AND WAIVER OF CLAIMS

This Release and Waiver of Claims (“ Release” ) is entered into and delivered to Brixmor Property Group Inc. (the “ Company” ) as of the 4th day of September, 2013 (the “ Effective Date ”), by Tiffanie Fisher (the “ Executive” ). The Executive and the Company agree as follows:

1. The employment relationship between the Executive and the Company (and its subsidiaries and affiliates), and the Employment Agreement between the Executive and the Company (now known as BPG Subsidiary Inc.), dated November 1, 2011 (as amended)(the “Employment Agreement”), each terminated effective July 31, 2013(the “ Resignation Date” ) pursuant to Section 5 of the Employment Agreement as a result of the Executive’s execution and delivery to the Company of Executive’s voluntary resignation by letter dated April 2, 2013.

2. In consideration of the payment to the Executive of (i) $342,052.00 representing the Second Payment (as defined in the Employment Agreement) and (ii) $1,381,153.15 (the “ Severance Amount ”) (the Second Payment and the Severance Amount being referred to together as the “ Separation Payment ”), which Separation Payment shall be subject to applicable withholdings and shall be payable in a lump sum on September 13, 2013 (the “ Payment Date ”) provided Executive executes and delivers this Release to the Company on or prior to September 4, 2013 (and does not revoke this Release prior to September 12, 2013), the sufficiency of which the Executive hereby acknowledges, the Executive, on behalf of herself and her agents, representatives, attorneys, administrators, heirs, executors and assigns (collectively, the “ Employee Releasing Parties ”), hereby releases, waives and forever discharges the Company Released Parties (as defined below), from all claims, charges, causes of action, obligations, expenses, damages of any kind (including attorneys fees and costs actually incurred) or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this Release, arising from or relating to the Employment Agreement, Executive’s employment and resignation and/or termination from employment with the Company or otherwise, including without limitation a release of any rights or claims the Executive may have under Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (“ ADEA’ ’); the Older Workers Benefit Protection Act; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993; Section 1981 of the Civil Rights Act of 1866; Section 1985(3) of the Civil Rights Act of 1871; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; any other federal, state or local laws against discrimination; and any other federal, state, or local statute, regulation or common law relating to employment, wages, hours, or any other terms and conditions of employment. This includes a release by the Executive of any and all claims or rights arising under contract (whether written or oral, express or implied) (including the Employment Agreement), covenant, public policy, tort or otherwise. For purposes hereof, “ Company Released Parties ” shall mean the Company and any of its past or present employees, agents, insurers, attorneys, administrators, officials, directors, shareholders, divisions, parents, members, subsidiaries, affiliates, predecessors, successors, employee benefit plans, and the sponsors, fiduciaries, or administrators of the Company’s employee benefit plans.

Executive acknowledges that upon payment of the Separation Payment, Executive shall have been paid in full for all wages and other pay earned and accrued by her through the Resignation Date and that no other wages, bonuses, vacation pay, benefits, reimbursable expenses or other payments or compensation of any kind whatsoever are owed to Executive. Executive further acknowledges,

understands and agrees that except for the Separation Payment, she is not eligible to receive and will not receive any other separation or severance compensation or benefits from the Company in connection with her employment (including the Employment Agreement), the resignation from her employment or her executing this Agreement.

3. The Executive acknowledges that the Executive is waiving and releasing rights that the Executive may have under the ADEA and other federal, state and local statutes, contract and the common law and that this Release is knowing and voluntary. The Executive and the Company agree that this Release does not apply to any rights or claims that may arise after the date of execution by Executive of this Release. The Executive acknowledges that the consideration given for this Release is in addition to anything of value to which the Executive is already entitled. The Executive further acknowledges that the Executive has been advised by this writing that: (i) the Executive should consult with an attorney prior to executing this Release; (ii) the Executive has up to twenty-one (21) days within which to consider this Release, although the Executive may, at the Executive’s discretion, sign and return this Release at an earlier time, in which case the Executive waives all rights to the balance of this twenty-one (21) day review period; and (iii) for a period of seven (7) days following the execution of this Release, the Executive may revoke this Release in a writing delivered to the General Counsel of the Company, and this Release shall not become effective or enforceable until such revocation period has expired.

4. This Release does not release the Company Released Parties from (i) the obligation to make the Separation Payment as herein required, (ii) any rights Executive has to indemnification by the Company and to directors and officers liability insurance coverage (including advancement of expenses as applicable), or (iii) any vested rights the Executive has under the Company’s employee pension benefit and group healthcare benefit plans as a result of Executive’s actual service with the Company.

5. The Executive represents and warrants that she has not filed any action, complaint, charge, grievance, arbitration or similar proceeding against the Company Released Parties.

6. This Release is not an admission by the Company Released Parties or the Employee Releasing Parties of any wrongdoing, liability or violation of law.

7. The Executive and the Company shall each continue to be bound by Sections 6, 7, 8, 9(a), 9(b) and 9(j) of the Employment Agreement, as applicable.

8. This Release shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws.

9. Each of the sections contained in this Release shall be enforceable independently of every other section in this Release, and the invalidity or unenforceability of any section shall not invalidate or render unenforceable any other section contained in this Release.

10. The Executive acknowledges that the Executive has carefully read and understands this Release, that the Executive has the right to consult an attorney with respect to its provisions and that this Release has been entered into knowingly and voluntarily. The Executive acknowledges that no representation, statement, promise, inducement, threat or suggestion has been made by any of the Company Released Parties to influence the Executive to sign this Release except for the payment of the Separation Payment as provided herein.

Executive and the Company have each executed this Release on the day and year written below.

EXECUTIVE

/s/ Tiffanie Fisher

Name: Tiffanie Fisher

Dated: September 4, 2013

COMPANY:

Brixmor Property Group Inc.

/s/ Steven F. Siegel

Name: Steven F. Siegel

Title: Executive Vice President

Dated: September 4, 2013

Exhibit 10.29

EXCHANGE AGREEMENT

EXCHANGE AGREEMENT (this “ Agreement ”), dated as of [ ], 2013 among Brixmor Property Group Inc., a Maryland corporation, BPG Subsidiary Inc., a Delaware corporation, and the Holders (as defined herein).

WHEREAS, BPG Subsidiary (as defined herein) and the Holders (as defined herein) desire to provide for the exchange of shares of BPG Subsidiary Common Stock (as defined herein) for cash or shares of Parent Common Stock (as defined herein), on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

SECTION 1.1. Definitions

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Agreement ” has the meaning set forth in the preamble of this Agreement.

“ BPG Subsidiary ” means BPG Subsidiary Inc., a Delaware corporation, and any successor thereto.

“ BPG Subsidiary Common Stock ” means the common stock, par value $0.01 per share, of BPG Subsidiary.

“ Cash Amount ” means the amount of cash per share of Parent Common Stock equal to the Value of such share of Parent Common Stock on the Exchange Date.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Election of Exchange ” means a written election of Exchange in respect of the shares of BPG Subsidiary Common Stock to be Exchanged substantially in the form of Exhibit A hereto.

“ Exchange ” has the meaning set forth in Section 2.1(a) of this Agreement.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Date ” has the meaning set forth in Section 2.1(b) of this Agreement.

“ Exchange Rate ” means the number of shares of Parent Common Stock for which a share of BPG Subsidiary Common Stock is entitled to be Exchanged. On the date of this Agreement, the Exchange Rate shall be 1, subject to adjustment pursuant to Section 2.2 of this Agreement.

“ Financial Sponsor Holder ” means the affiliate of The Blackstone Group L.P. identified as the Financial Sponsor Holder on the signature pages hereto and Permitted Transferees thereof.

“ Holders ” means holders of BPG Subsidiary Common Stock (excluding Parent) from time to time thereto.

“ Parent ” means Brixmor Property Group Inc., a Maryland corporation, and any successor thereto.

“ Parent Common Stock ” means the common stock, par value $0.01 per share, of Parent.

“ Publicly Traded ” means listed or admitted to trading on the New York Stock Exchange or another national securities exchange or designated for quotation on the NASDAQ National Market, or any successor to any of the foregoing.

“ Securities Act ” has the meaning set forth in Section 2.1(d) of this Agreement.

“ Value ” means, with respect to any outstanding share of Parent Common Stock that is Publicly Traded, the volume weighted average price per share on the date of receipt of the Election of Exchange. If the shares of Parent Common Stock are not Publicly Traded, the Value of a share of Parent Common Stock means the amount that a holder of a share of Parent Common Stock would receive if each of the assets of Parent were to be sold for its fair market value on the date of delivery of the Election of Exchange, Parent were to pay all of its outstanding liabilities, and the remaining proceeds were to be distributed to the holders of Parent’s equity. Such Value shall be determined by Parent, acting in good faith and based upon a commercially reasonable estimate of the amount that would be realized by Parent if each asset of Parent (and each asset of each partnership, limited liability company, trust, joint venture or other entity in which Parent owns a direct or indirect interest) were sold to an unrelated purchaser in an arms’ length transaction where neither the purchaser nor the seller were under economic compulsion to enter into the transaction (without regard to any discount in value as a result of Parent’s minority interest in any property or any illiquidity of Parent’s interest in any property).

ARTICLE II

SECTION 2.1. Exchange of BPG Subsidiary Common Stock .

(a) From and after the first anniversary of the closing of the initial public offering of Parent Common Stock, each Holder shall be entitled at any time and from time to time, upon the terms and subject to the conditions hereof, to surrender shares of BPG Subsidiary Common Stock to BPG Subsidiary in exchange for the delivery to such Holder of, in the sole and absolute discretion of BPG Subsidiary, either (i) a number of shares of Parent Common Stock that is equal to the product of the number of shares of BPG Subsidiary Common Stock surrendered multiplied by the Exchange Rate or (ii) pursuant to Section 2.5, the Cash Amount (such exchange, an “ Exchange ”); provided, however, that the Financial Sponsor Holder may elect such exchange at any time.

(b) The Holders shall exercise their right to Exchange shares of BPG Subsidiary Common Stock as set forth in Section 2.1(a) above by delivering to BPG Subsidiary

an Election of Exchange no later than 12:00 p.m. (New York City time) on such date, duly executed by such Holder or its duly authorized attorney, in each case delivered at the principal executive offices of BPG Subsidiary. As promptly as practicable following the delivery of such Election of Exchange, but in no event later than three business days after receipt of the Election of Exchange, BPG Subsidiary shall deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Parent Common Stock or, if there is no then-acting registrar and transfer agent of the Parent Common Stock, at the principal executive offices of Parent, the number of shares of Parent Common Stock deliverable upon such Exchange, registered in the name of such Holder or its designee, or the Cash Amount, as applicable (such date of delivery of Parent Common Stock or the Cash Amount, the “ Exchange Date ”). To the extent such Holder’s shares are uncertificated, BPG Subsidiary will instead cause the then-acting registrar and transfer agent to record the transfer on Parent’s books. To the extent the Parent Common Stock is settled through the facilities of The Depository Trust Company and the exchanging Holder is permitted to hold such shares of Parent Common Stock through The Depository Trust Company, BPG Subsidiary will, subject to Section 2.1(c) below, upon the written instruction of such Holder, use commercially reasonable efforts to deliver the shares of Parent Common Stock deliverable to such Holder, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by the Holder. Parent shall take such actions as may be required to ensure the performance by BPG Subsidiary of its obligations under this Section 2.1(b) and the foregoing Section 2.1(a), including the issuance and sale of shares of Parent Common Stock to or for the account of BPG Subsidiary in exchange for the delivery to Parent of a number of shares of BPG Subsidiary Common Stock that is equal to the number of shares of BPG Subsidiary Common Stock surrendered by such Holder.

(c) BPG Subsidiary, on the one hand, and each exchanging Holder, on the other hand, shall bear their own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that BPG Subsidiary shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided, however, that if any shares of Parent Common Stock are to be delivered in a name other than that of the exchanging Holder, then such Holder or the person in whose name such Parent Common Stock is to be delivered shall pay to BPG Subsidiary the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of BPG Subsidiary that such tax has been paid or is not payable.

(d) Notwithstanding Section 2.6, BPG Subsidiary shall not be required to effect an Exchange (including pursuant to Section 2.6) if such Exchange would result in any violation of the restrictions on ownership and transfer of Parent’s stock set forth in Parent’s charter; provided that, for the avoidance of doubt, in such event, BPG Subsidiary shall not be prohibited from delivering cash pursuant to an Exchange in accordance with this Agreement.

SECTION 2.2. Adjustment . The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the BPG Subsidiary Common Stock that is not accompanied by an identical subdivision or combination of the Parent Common Stock; or (ii) any

subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Parent Common Stock that is not accompanied by an identical subdivision or combination of the BPG Subsidiary Common Stock. Any adjustment to the Exchange Rate shall become effective immediately after the effective date of the event retroactive to the record date, if any, for the event giving rise thereto, it being intended that (i) adjustments to the Exchange Rate are to be made to avoid unintended dilution or anti-dilution as a result of transactions in which shares of Parent Common Stock are issued, redeemed or exchanged without a corresponding issuance, redemption or exchange of shares of BPG Subsidiary Common Stock, and (ii) if an Exchange Date shall fall between the record date and the effective date of any event of the type described above, that the Exchange Rate applicable to such Exchange shall be adjusted to take into account such event. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Parent Common Stock is converted or changed into another security, securities or other property, then upon any subsequent Exchange, each Holder shall be entitled to receive the amount of such security, securities or other property that such Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For purposes of the foregoing, if the transaction causes Parent Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the amount and kind of security, securities or other property into which the shares of BPG Subsidiary Common Stock will be exchangeable will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Parent Common Stock that affirmatively make such an election. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which outstanding Parent Common Stock is converted or changed into another security, securities or other property, this Section 2.2 shall continue to be applicable, mutatis mutandis , with respect to such security or other property. This Agreement shall apply to the shares of BPG Subsidiary Common Stock held by the Holders as of the date hereof, as well as any shares of BPG Subsidiary Common Stock hereafter acquired by any Holder. This Agreement shall apply to, mutatis mutandis , and all references to “BPG Subsidiary Common Stock” shall be deemed to include, any security, securities or other property of BPG Subsidiary which may be issued in respect of, in exchange for, or in substitution of shares of BPG Subsidiary Common Stock by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. In the event that adjustments are made to the Adjustment Factor (as defined in the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP (the “ OP LPA ”) pursuant to the OP LPA, BPG Subsidiary, in its sole discretion, and without duplication of any adjustments described above, may make similar adjustments to the Exchange Rate.

SECTION 2.3. Parent Common Stock to be Issued .

(a) Parent shall at all times during the period under which shares of Parent Common Stock may be required to be delivered under this Agreement, reserve and keep available out of its authorized but unissued Parent Common Stock, solely for the purpose of issuance upon an Exchange, such number of shares of Parent Common Stock as shall be deliverable upon any such Exchange in the event BPG Subsidiary determines to deliver shares of Parent Common Stock to be issued by Parent as contemplated in Section 2.1(b) in connection with such Exchange; provided that nothing contained herein shall be construed to preclude BPG Subsidiary from satisfying its obligations in respect of the Exchange by delivery of shares of Parent Common Stock which are held in the treasury of BPG Subsidiary or any of its subsidiaries, by delivery of purchased shares of Parent Common Stock (which may or may not be held in the treasury of any subsidiary of Parent), or by delivery of the Cash Amount. BPG Subsidiary and Parent covenant that all Parent Common Stock issued in connection with an Exchange will, upon issuance, be validly issued, fully paid and non-assessable.

(b) BPG Subsidiary and Parent covenant that, to the extent that a registration statement under the Securities Act is effective and available for any shares of Parent Common Stock that are delivered with respect to any Exchange, shares that have been registered under the Securities Act shall be delivered in respect of such Exchange. In the event that any Exchange for shares of Parent Common Stock in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the Holder, Parent and BPG Subsidiary shall use commercially reasonable efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements. Parent and BPG Subsidiary shall use commercially reasonable efforts to list the Parent Common Stock to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Parent Common Stock may be listed or traded at the time of such delivery.

SECTION 2.4. Record Date . No Exchange pursuant to this Article II shall impair the right of any Holder to receive any dividends or distributions payable on the shares of BPG Subsidiary Common Stock so Exchanged in respect of a record date that occurs prior to the Exchange Date for such Exchange. For the avoidance of doubt, a Holder shall not be entitled to receive, in respect of a single record date, distributions or dividends both on shares of BPG Subsidiary Common Stock Exchanged by such Holder and on shares of Parent Common Stock received by such Holder in such Exchange.

SECTION 2.5. Exchange for Cash Amount . Notwithstanding anything to the contrary in this Article II, by delivery of an Election of Exchange pursuant to Section 2.1(a), the Holder shall be deemed to have offered to sell its shares of BPG Subsidiary Common Stock described in the Election of Exchange to BPG Subsidiary, and BPG Subsidiary may, in its sole and absolute discretion, by means of delivery of a notice to such effect by 9:30 a.m. (New York City time) on the day immediately following the delivery of such Election of Exchange, elect to purchase directly and acquire such shares of BPG Subsidiary Common Stock on the Exchange Date by paying to such Holder the Cash Amount, whereupon BPG Subsidiary shall acquire the shares of BPG Subsidiary Common Stock offered for Exchange by such Holder. As promptly as practicable following the delivery of notice, BPG Subsidiary shall deposit or cause to be deposited the Cash Amount in the account of such exchanging Holder specified in its Election of

Exchange. In the event that BPG Subsidiary does not deliver such notice of such election to pay the Cash Amount by 9:30 a.m. (New York City time) on the day immediately following the delivery of such Election of Exchange, it shall be deemed to have elected to settle the Exchange with shares of Parent Common Stock.

SECTION 2.6. Exchange Via Merger of BPG Subsidiary . Parent agrees that, from and after the first anniversary of the closing of the initial public offering of Parent Common Stock, upon written request by Holders holding a majority of the outstanding shares of BPG Subsidiary Common Stock held by all Holders, and subject to compliance with applicable law, it shall, as promptly as practicable following delivery of such request but subject to Section 2.1(d),effect an Exchange by causing BPG Subsidiary to merge with and into Parent or a wholly-owned subsidiary of Parent, with the Holders of all outstanding shares of BPG Subsidiary Common Stock to receive, in the sole and absolute discretion of BPG Subsidiary, either (i) a number of shares of Parent Common Stock that is equal to the product of the number of shares of BPG Subsidiary Common Stock held by the Holders multiplied by the Exchange Rate or (ii) pursuant to Section 2.5, the Cash Amount. By executing this Agreement, each Holder hereby grants to BPG Subsidiary, and each officer thereof individually, with full power of substitution and resubstitution, an irrevocable proxy to vote, consent or otherwise act with respect to all of the Holder’s shares of BPG Subsidiary Common Stock, as fully, to the same extent and with the same effect as such Holder might or could do under any applicable laws governing the rights and powers of stockholders of a Delaware corporation and directs that such proxy shall be voted in connection with such matters as are the subject of a vote or consent in favor of such merger of BPG Subsidiary with and into Parent and to otherwise take any action necessary to effect such merger. Each such Holder hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocable.

ARTICLE III

SECTION 3.1. Addresses and Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 3.1):

(a)

If to Parent, to:

Brixmor Property Group Inc.

420 Lexington Avenue, Seventh Floor

New York, New York 10170

Attention: General Counsel

(b)

If to BPG Subsidiary, to:

BPG Subsidiary Inc.

420 Lexington Avenue, Seventh Floor

New York, New York 10170

Attention: General Counsel

(c)

If to the Financial Sponsor Holder, to:

Blackstone Retail Transaction II Holdco L.P.

c/o BREA VI L.L.C.

345 Park Avenue

New York, New York 10154

Attention: A.J. Agarwal

(d)

If to the other Holders:

c/o Brixmor Property Group Inc.

420 Lexington Avenue, Seventh Floor

New York, New York 10170

Attention: General Counsel

SECTION 3.2. Further Action . The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

SECTION 3.3. Additional Financial Sponsor Holders . To the extent the Financial Sponsor Holder validly transfers any or all of its BPG Subsidiary Common Stock to another person in a transaction in accordance with, and not in contravention of, any agreement or agreements with Parent or any of its subsidiaries to which the transferring Financial Sponsor Holder may be party, then such transferee (each, a “ Permitted Transferee ”) shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such Permitted Transferee shall become a Financial Sponsor Holder hereunder.

SECTION 3.4. Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

SECTION 3.5. Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

SECTION 3.6. Amendment . The provisions of this Agreement may be amended by the affirmative vote or written consent of Holders holding at least a majority of the outstanding voting power of BPG Subsidiary Common Stock held by all Holders; provided, however, that no amendment may materially and adversely affect the rights of a Holder other

than on a pro rata basis with other Holders without the consent of such Holder (or if there is more than one such Holder that is so affected, without the consent of a majority of such affected Holders in accordance with their holdings of BPG Subsidiary Common Stock).

SECTION 3.7. Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

SECTION 3.8. Submission to Jurisdiction; Waiver of Jury Trial . In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each party unconditionally accepts the exclusive jurisdiction and venue of any United States District Court located in the State of Delaware, or of the Court of Chancery of the State of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 3.1. EACH OF THE PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

SECTION 3.9. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or by e-mail delivery of a “.pdf” format data file) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy, by e-mail delivery of a “.pdf” format data file or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 3.9.

SECTION 3.10. Specific Performance . The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to specific performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

SECTION 3.11. Applicable Law . This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.

SECTION 3.12. Independent Nature of BPG Subsidiary Common Stock Holders’ Rights and Obligations . The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. The decision of each Holder to enter into to this Agreement has been made by such Holder independently of any other Holder. Nothing contained herein, and no action taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.


Parent :

BRIXMOR PROPERTY GROUP INC.

By:
		Name:
		Title:

BPG Subsidiary :

BPG SUBSIDIARY INC.

By:
		Name:
		Title:

Financial Sponsor Holder :

BLACKSTONE RETAIL TRANSACTION II HOLDCO L.P.

By:		BLACKSTONE REAL ESTATE ASSOCIATES VI L.P., its General Partner

By:		BREA VI L.L.C., its General Partner

By:
		Name:
		Title:

Other Holders :

EXHIBIT A

[FORM OF]

ELECTION OF EXCHANGE

BPG Subsidiary Inc.

420 Lexington Avenue, Seventh Floor

New York, New York 10170

Reference is hereby made to the Exchange Agreement, dated as of [ ], 2013 (the “ Exchange Agreement ”), among Brixmor Property Group Inc., a Maryland corporation, BPG Subsidiary Inc., a Delaware corporation, and the Holders. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

The undersigned Holder hereby transfers to BPG Subsidiary the number of shares of BPG Subsidiary Common Stock set forth below in Exchange for cash or shares of Parent Common Stock to be issued in its name as set forth below (or in the name of a designee as may be set forth below), pursuant to the terms and conditions of the Exchange Agreement.


Legal Name of Holder:


Address:


Number of shares of BPG Common Stock to be exchanged:

Account information for deposit of Cash Amount, if applicable:


Bank Name:


ABA No.:


Account No.:


Account Name:

The undersigned hereby represents and warrants that (i) the undersigned has full legal capacity to execute and deliver this Election of Exchange and to perform the undersigned’s obligations hereunder; (ii) this Election of Exchange has been duly executed and delivered by the undersigned; (iii) the shares of BPG Subsidiary Common Stock subject to this Election of Exchange will be transferred to BPG Subsidiary free and clear of any Lien; and (iv) no consent, approval, authorization, order, registration or qualification of any third party or with any court or governmental agency or body having jurisdiction over the undersigned or the shares of BPG Subsidiary Common Stock subject to this Election of Exchange is required to be obtained by the undersigned for the transfer of such shares of BPG Subsidiary Common Stock to BPG Subsidiary or the issuance of shares of Parent Common Stock to the undersigned.

The undersigned hereby irrevocably constitutes and appoints each officer of Parent and of BPG Subsidiary as the attorney of the undersigned, with full power of substitution and resubstitution in the premises, to do any and all things and to take any and all actions that may be

necessary to exchange the shares of BPG Subsidiary Common Stock subject to this Election of Exchange on the books of BPG Subsidiary for cash or shares of Parent Common Stock on the books of Parent.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Election of Exchange to be executed and delivered by the undersigned or by its duly authorized attorney.

Name:


Dated:

EXHIBIT B

[FORM OF]

JOINDER AGREEMENT

This Joinder Agreement (“ Joinder Agreement ”) is a joinder to the Exchange Agreement, dated as of [ ], 2013 (the “ Exchange Agreement ”), among Brixmor Property Group Inc., a Maryland corporation, BPG Subsidiary Inc., a Delaware corporation, and the Holders. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement. This Joinder Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware. In the event of any conflict between this Joinder Agreement and the Exchange Agreement, the terms of this Joinder Agreement shall control.

The undersigned hereby joins and enters into the Exchange Agreement having acquired shares of BPG Subsidiary Common Stock. By signing and returning this Joinder Agreement to Parent and BPG Subsidiary, the undersigned accepts and agrees to be bound by and subject to all of the terms and conditions of and agreements of Holder contained in the Exchange Agreement, with all attendant rights, duties and obligations of a Holder thereunder. The parties to the Exchange Agreement shall treat the execution and delivery hereof by the undersigned as the execution and delivery of the Exchange Agreement by the undersigned and, upon receipt of this Joinder Agreement by Parent and BPG Subsidiary, the signature of the undersigned set forth below shall constitute a counterpart signature to the signature page of the Exchange Agreement.


Name:


Address for Notices:						With copies to:







Attention:

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 23, 2013, in Amendment No. 2 to the Registration Statement No. 333-190602 (Form S-11) filed with the Securities and Exchange Commission on September 23, 2013, and related Prospectus of Brixmor Property Group, Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

New York, New York

September 23, 2013

Exhibit 23.5

The undersigned hereby consents to being named in the registration statement on Form S-11 and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act (the “Registration Statement”) of Brixmor Property Group Inc. (the “Company”) as an individual to become a director of the Company and to the inclusion of his or her biographical and other information in the Registration Statement. The undersigned also hereby consents to being named in any registration statement on Form S-8 filed by the Company that incorporates by reference the prospectus forming part of the Registration Statement.

In witness whereof, this consent is signed and dated as of the date set forth below.


Date: September 23, 2013				/s/ Michael Berman
				Michael Berman

Exhibit 23.6

In witness whereof, this consent is signed and dated as of the date set forth below.


Date: September 23, 2013				/s/ Anthony W. Deering
				Anthony W. Deering