UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 17, 2014
Brixmor Property Group Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
Maryland
 
001-36160
 
45-2433192
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
420 Lexington Avenue
New York, New York 10170
(Address of Principal Executive Offices) (Zip Code)
(212) 869-3000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01
Entry into Material Definitive Agreements
On October 15, 2014, Brixmor Property Group Inc. announced that Brixmor LLC (the “Company”), an indirect subsidiary of Brixmor Property Group Inc., had received the requisite consents from holders of the Company’s outstanding 7.97% Notes due 2026, 7.65% Notes due 2026, 7.68% Notes due 2026, 6.90% Notes due 2028 (both series) and 7.50% Notes due 2029 (collectively, the “Notes”), to adopt proposed amendments (the “Amendments”) to the indentures (“Indentures”) governing the Notes pursuant to the Company’s previously announced consent solicitations (the “Consent Solicitations”), which were made in conjunction with the Company’s previously announced tender offers (the “Offers”) for such Notes. The Offers and Consent Solicitations were made in accordance with the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated September 18, 2014, and in the related Letter of Transmittal and Consent.
On October 16, 2014, following the receipt of the requisite consents with respect to the Notes, the Company and U.S. Bank Trust National Association, as trustee, executed supplemental indentures (the “Supplemental Indentures”) with respect to the Indentures containing the Amendments. The Amendments provide for the elimination of substantially all of the restrictive covenants and certain of the events of default contained in such Indenture relating to the Notes issued thereunder.
The foregoing description of the Supplemental Indentures is not complete and is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached as Exhibit 4.1 and Exhibit 4.2 hereto and is incorporated herein by reference.
A copy of the press release, dated October 15, 2014, announcing the receipt of requisite consents pursuant to the Consent Solicitations by Brixmor LLC is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 8.01.
Other Events.
On October 17, 2014, Brixmor Property Group Inc. announced the expiration of the previously announced Offers by the Company to purchase for cash any and all of the Company’s outstanding Notes.

As of 11:59 p.m., New York City time, on October 16, 2014, the expiration time for the Offers and Consent Solicitations, the following principal amounts of Notes had been validly tendered and not validly withdrawn pursuant to the Offers: $2,168,000 aggregate principal amount of the 7.97% Notes due 2026 (CUSIP No. 64806QAA2), $3,538,000 aggregate principal amount of 7.65% Notes due 2026 (CUSIP No. 64806QAD6), $4,387,000 aggregate principal amount of 7.68% Notes due 2026 (CUSIP No. 64806QAG9), $8,422,000 aggregate principal amount of 6.90% Notes due 2028 (CUSIP No. 64806QAK0), $13,187,000 aggregate principal amount of 6.90% Notes due 2028 (CUSIP No. 64806QAL8) and $18,502,000 aggregate principal amount of 7.50% Notes due 2029 (CUSIP No. 64805EAB8).

The Company has accepted for purchase and payment all of the tendered Notes. Payment for the purchased Notes is expected to be made on October 17, 2014.

A copy of the press release, dated October 17, 2014, announcing the expiration of the Offers and the Consent Solicitations by Brixmor LLC is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01      Financial Statements and Exhibits
(d)     Exhibits
Exhibit No.
 
Description
4.1
  
Supplemental Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust National Association, relating to Brixmor LLC’s 7.97% Notes due 2026, 7.65% Notes due 2026, 7.68% Notes due 2026 and both series of 6.90% Notes due 2028.
 
 
 
4.2
  
Supplemental Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust National Association, relating to Brixmor LLC’s 7.50% Notes due 2029.
 
 
 
99.1
  
Press Release, dated October 15, 2014, announcing the receipt of requisite consents pursuant to the Consent Solicitations by Brixmor LLC.
 
 
 
99.2
  
Press Release, dated October 17, 2014, announcing the expiration of Offers and Consent Solicitations by Brixmor LLC.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
BRIXMOR PROPERTY GROUP INC.
 
 
By:
/s/Steven F. Siegel
Name:
Steven F. Siegel
Title:
Executive Vice President and
 
General Counsel
Date: October 17, 2014




EXHIBIT INDEX

Exhibit No.
 
Description
4.1
  
Supplemental Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust National Association, relating to Brixmor LLC’s 7.97% Notes due 2026, 7.65% Notes due 2026, 7.68% Notes due 2026 and both series of 6.90% Notes due 2028.
 
 
 
4.2
  
Supplemental Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust National Association, relating to Brixmor LLC’s 7.50% Notes due 2029.
 
 
 
99.1
  
Press Release, dated October 15, 2014, announcing the receipt of requisite consents pursuant to the Consent Solicitations by Brixmor LLC.
 
 
 
99.2
  
Press Release, dated October 17, 2014, announcing the expiration of Offers and Consent Solicitations by Brixmor LLC.
 
 
 


Exhibit 4.1










BRIXMOR LLC


and


U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee


                           


SUPPLEMENTAL INDENTURE TO INDENTURE,
DATED AS OF MARCH 29, 1995




Dated as of October 16, 2014



                          
















SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of October 16, 2014, between BRIXMOR LLC, a Maryland limited liability company (formerly known as Centro NP LLC, the successor to New Plan Excel Realty Trust, Inc.) (the “ Company ”), and U.S. BANK TRUST NATIONAL ASSOCIATION (the successor trustee to The First National Bank of Boston), as trustee (the “ Trustee ”), to the indenture, dated as of March 29, 1995, between the Company and the Trustee (as amended and supplemented prior to the date hereof, the “ Indenture ”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture.
WHEREAS , the Company and the Trustee have heretofore executed and delivered the Indenture providing for the issuance of, inter alia, the Company’s 7.97% notes due 2026, 7.65% notes due 2026, 7.68% notes due 2026 and two series of 6.90% notes due 2028 (collectively, the “ Notes ”);
WHEREAS , the Company has issued the Notes pursuant to the Indenture and there is currently outstanding under the Indenture $46,952,000 in aggregate principal amount of the Notes;
WHEREAS , the Company desires to amend the Indenture and the Notes as set forth herein;
WHEREAS , Section 902 of the Indenture permits amendment of the Indenture and the Notes as provided in Section 2 and Section 3 hereof by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes;
WHEREAS , the Company has commenced, pursuant to the Offer to Purchase and Consent Solicitation Statement of the Company, dated September 18, 2014 (the “ Offer to Purchase ”) and the related Letter of Transmittal and Consent, an offer to purchase all of the outstanding Notes (the “ Offer ”) and a solicitation to obtain (i) the written consent of the Holders to the amendments to the Indenture and the Notes set forth in Section 2 and Section 3 hereof and (ii) the direction of the Holders to the Trustee to execute and deliver this Supplemental Indenture (collectively, the “ Consent ”);
WHEREAS , the Company has provided evidence to the Trustee that the Holders of at least a majority in aggregate principal amount of the Notes currently outstanding have provided written consents to the execution and delivery by the Trustee of this Supplemental Indenture in accordance with the provisions of the Indenture;
WHEREAS , the Company has delivered to the Trustee the Officers’ Certificate as well as the Opinion of Counsel provided for in the Indenture relating to the execution and delivery of this Supplemental Indenture; and
WHEREAS , all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company have been done.



- 2 -

NOW, THEREFORE , in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1.      COMPANY REPRESENTATIONS AND WARRANTIES . The Company hereby represents, warrants, and certifies to the Trustee that the Holders of at least a majority in aggregate principal amount of the Notes currently outstanding have provided Consents and execution of this Supplemental Indenture is authorized and permitted by the Indenture.
2.      AMENDMENTS TO THE INDENTURE .
(a)      The Indenture is hereby amended by (i) deleting the text of Sections 501(4), 501(5), 703, 1004, 1005, 1006, 1007, 1008, 1009, 1404(c), 1404(d), 1404(e) and 1404(f) of the Indenture in their entireties and replacing them with the words “Intentionally Omitted,” and (ii) deleting all references to such sections and clauses in their entirety, including without limitation all references, direct or indirect, thereto in Section 501, “Events of Default.”
(b)      The Indenture is hereby amended by deleting the words “or any Significant Subsidiary” from the text of Sections 501(6) and 501(7).

(c)      The Indenture is hereby amended by deleting those definitions from the Indenture for which all references to such definitions will be eliminated as a result of the provisions of Section 2(a) of this Supplemental Indenture.

3.      AMENDMENTS TO THE NOTES.
The Notes are deemed to be amended by the insertion of the following text on the reverse of the Note:
“Notwithstanding anything to the contrary contained herein, the terms of the Indenture and this Note have been amended and the following provisions of the Indenture, are no longer applicable to this Note: clauses (4) and (5) of Section 501, all references to any Significant Subsidiaries in clauses (6) and (7) of Section 501, Section 703,      Section 1004, Section 1005,      Section 1006,      Section 1007,      Section 1008,      Section 1009 and clauses (c), (d), (e) and (f) of Section 1404.”
4.      MISCELLANEOUS .

(a)      Ratification of Agreement . As supplemented by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except as provided for in this Supplemental Indenture, all of the terms, provisions and conditions of the Indenture and the Notes shall remain in full force and effect. The Consent of the Holders of the Notes to this Supplemental Indenture shall not constitute an amendment or waiver of any provision of the Indenture except to the extent expressly set forth herein, and shall not be construed as a waiver or consent to any further or future action on the part of the Company .




- 3 -

(b)      Counterparts . This Supplemental Indenture may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Each signed copy will be an original, but all of them together represent the same agreement.
(c)      Governing Law . This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
(d)      Effectiveness . This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto. The amendments set forth in Section 2 and Section 3 hereof will become operative upon the Company’s acceptance and payment of all Notes validly tendered and not validly withdrawn pursuant to the Offer to Purchase.
(e)      Trustee . The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Supplemental Indenture. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.
(f)      Trust Indenture Act Controls . If any provision of this Supplemental Indenture limits, qualifies, or conflicts with another provision of this Supplemental Indenture or the Indenture that is required to be included by the Trust Indenture Act of 1939, as amended, as in force at the date this Supplemental Indenture is executed, the provision required by said Act shall control.
(g)      Headings . The section headings herein are for convenience only and shall not affect the construction thereof.
(h)      Severability . In case any provision in this Supplemental Indenture or the Securities shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
[signature page follows]















- 4 -

IN WITNESS WHEREOF, each of the undersigned has caused this Supplemental Indenture to be duly executed as of the date first above written.

 
BRIXMOR LLC
 
 
 
 
By:
/s/ Michael Pappagallo
 
Name:
Michael Pappagallo
 
Title:
President and Chief Financial Officer
 
 
 
 
 
 
 
U.S. BANK TRUST NATIONAL ASSOCIATION,
 
as Trustee
 
 
 
 
By:
/s/ Jean Clarke
 
Name:
Jean Clarke
 
Title:
Vice President























       
[Signature Page to Supplemental Indenture (1995 Indenture)]




- 5 -
Exhibit 4.2









BRIXMOR LLC


and


U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee


                           


SUPPLEMENTAL INDENTURE TO INDENTURE,
DATED AS OF FEBRUARY 3, 1999




Dated as of October 16, 2014




                          














SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of October 16, 2014, between BRIXMOR LLC, a Maryland limited liability company (formerly known as Centro NP LLC, the successor to New Plan Excel Realty Trust, Inc.) (the “ Company ”), and U.S. BANK TRUST NATIONAL ASSOCIATION (the successor trustee to State Street Bank and Trust Company), as trustee (the “ Trustee ”), to the indenture, dated as of February 3, 1999, between the Company and the Trustee (as amended and supplemented prior to the date hereof, the “ Indenture ”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Indenture.
WHEREAS , the Company and the Trustee have heretofore executed and delivered the Indenture providing for the issuance of, inter alia, the Company’s 7.50% notes due 2029 (the “ Notes ”);
WHEREAS , the Company has issued the Notes pursuant to the Indenture and there is currently outstanding under the Indenture $21,705,000 in aggregate principal amount of the Notes;
WHEREAS , the Company desires to amend the Indenture and the Notes as set forth herein;
WHEREAS , Section 902 of the Indenture permits amendment of the Indenture and the Notes as provided in Section 2 and Section 3 hereof by the Company and the Trustee with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes;
WHEREAS , the Company has commenced, pursuant to the Offer to Purchase and Consent Solicitation Statement of the Company, dated September 18, 2014 (the “ Offer to Purchase ”) and the related Letter of Transmittal and Consent, an offer to purchase all of the outstanding Notes (the “ Offer ”) and a solicitation to obtain (i) the written consent of the Holders to the amendments to the Indenture and the Notes set forth in Section 2 and Section 3 hereof and (ii) the direction of the Holders to the Trustee to execute and deliver this Supplemental Indenture (collectively, the “ Consent ”);
WHEREAS , the Company has provided evidence to the Trustee that the Holders of at least a majority in aggregate principal amount of the Notes currently outstanding have provided written consents to the execution and delivery by the Trustee of this Supplemental Indenture in accordance with the provisions of the Indenture;
WHEREAS , the Company has delivered to the Trustee the Officers’ Certificate as well as the Opinion of Counsel provided for in the Indenture relating to the execution and delivery of this Supplemental Indenture; and
WHEREAS , all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company have been done.
NOW, THEREFORE , in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:



- 2 -

1.      COMPANY REPRESENTATIONS AND WARRANTIES . The Company hereby represents, warrants, and certifies to the Trustee that the Holders of at least a majority in aggregate principal amount of the Notes currently outstanding have provided Consents and execution of this Supplemental Indenture is authorized and permitted by the Indenture.
2.      AMENDMENTS TO THE INDENTURE .
(a)      The Indenture is hereby amended by (i) deleting the text of Sections 501(4), 501(5), 703, 1004, 1005, 1006, 1007, 1008, 1009, 1404(c), 1404(d), 1404(e) and 1404(f) of the Indenture in their entireties and replacing them with the words “Intentionally Omitted,” and (ii) deleting all references to such sections and clauses in their entirety, including without limitation all references, direct or indirect, thereto in Section 501, “Events of Default.”
(b)      The Indenture is hereby amended by deleting the words “, any Significant Subsidiary” from the text of Sections 501(6) and 501(7).

(c)      The Indenture is hereby amended by deleting those definitions from the Indenture for which all references to such definitions will be eliminated as a result of the provisions of Section 2(a) of this Supplemental Indenture.

3.      AMENDMENTS TO THE NOTES.
The Notes are deemed to be amended by the insertion of the following text on the reverse of the Note:
“Notwithstanding anything to the contrary contained herein, the terms of the Indenture and this Note have been amended and the following provisions of the Indenture, are no longer applicable to this Note: clauses (4) and (5) of Section 501, all references to any Significant Subsidiaries in clauses (6) and (7) of Section 501, Section 703,      Section 1004, Section 1005,      Section 1006,      Section 1007,      Section 1008,      Section 1009 and clauses (c), (d), (e) and (f) of Section 1404.”
4.      MISCELLANEOUS .

(a)      Ratification of Agreement . As supplemented by this Supplemental Indenture, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except as provided for in this Supplemental Indenture, all of the terms, provisions and conditions of the Indenture and the Notes shall remain in full force and effect. The Consent of the Holders of the Notes to this Supplemental Indenture shall not constitute an amendment or waiver of any provision of the Indenture except to the extent expressly set forth herein, and shall not be construed as a waiver or consent to any further or future action on the part of the Company .

(b)      Counterparts . This Supplemental Indenture may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Each signed copy will be an original, but all of them together represent the same agreement.



- 3 -

(c)      Governing Law . This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
(d)      Effectiveness . This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto. The amendments set forth in Section 2 and Section 3 hereof will become operative upon the Company’s acceptance and payment of all Notes validly tendered and not validly withdrawn pursuant to the Offer to Purchase.
(e)      Trustee . The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Supplemental Indenture. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.
(f)      Trust Indenture Act Controls . If any provision of this Supplemental Indenture limits, qualifies, or conflicts with another provision of this Supplemental Indenture or the Indenture that is required to be included by the Trust Indenture Act of 1939, as amended, as in force at the date this Supplemental Indenture is executed, the provision required by said Act shall control.
(g)      Headings . The section headings herein are for convenience only and shall not affect the construction thereof.
(h)      Severability . In case any provision in this Supplemental Indenture or the Securities shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
[signature page follows]













- 4 -

IN WITNESS WHEREOF, each of the undersigned has caused this Supplemental Indenture to be duly executed as of the date first above written.

 
BRIXMOR LLC
 
 
 
 
By:
/s/ Michael Pappagallo
 
Name:
Michael Pappagallo
 
Title:
President and Chief Financial Officer
 
 
 
 
 
 
 
U.S. BANK TRUST NATIONAL ASSOCIATION,
 
as Trustee
 
 
 
 
By:
/s/ Jean Clarke
 
Name:
Jean Clarke
 
Title:
Vice President





















       
[Signature Page to Supplemental Indenture (1999 Indenture)]




- 5 -
Exhibit 99.1
420 Lexington Avenue New York, NY 10170 800.468.7526





FOR IMMEDIATE RELEASE

CONTACT:
Stacy Slater                             
Senior Vice President, Investor Relations             
800.468.7526                             
stacy.slater@brixmor.com

BRIXMOR PROPERTY GROUP ANNOUNCES RECEIPT OF REQUISITE CONSENTS
PURSUANT TO CONSENT SOLICITATIONS FOR CERTAIN OF ITS OUTSTANDING DEBT SECURITIES BY BRIXMOR LLC

NEW YORK, October 15, 2014 - Brixmor Property Group Inc. (NYSE: BRX) today announced that Brixmor LLC (the “Company”), an indirect subsidiary of Brixmor Property Group Inc., has received the requisite consents from holders of the Company’s 7.97% Notes due 2026, 7.65% Notes due 2026, 7.68% Notes due 2026 and 6.90% Notes due 2028 (both series) and 7.50% Notes due 2029 (collectively, the “Notes”) to adopt the proposed amendments to the indentures governing the Notes pursuant to the Company’s previously announced consent solicitations (the “Consent Solicitations”), which are being made in conjunction with tender offers (the “Offers”) for such Notes.

As a result of the receipt of the requisite consents with respect to the Notes, consents delivered pursuant to the Consent Solicitations for such Notes are no longer revocable and tenders of such Notes pursuant to the related Offers may no longer be withdrawn.

It is expected that the Company and U.S. Bank Trust National Association will execute a supplemental indenture with respect to each Indenture providing for the proposed amendments with respect to such Indenture promptly. While each supplemental indenture will be effective upon its execution and delivery, the proposed amendments with respect to the Indentures will not become operative until the acceptance and payment on the payment date for Notes purchased pursuant to the Offers for the Notes affected by such supplemental indenture.

Each Consent Solicitation and Offer will expire at 11:59 p.m., New York City time, on October 16, 2014, unless extended or earlier terminated (the “Expiration Time”). Holders of Notes may tender their Notes and deliver related consents at any time prior to the Expiration Time.

Wells Fargo Securities, LLC is acting as the Dealer Manager for the Offers and Solicitation Agent for the Consent Solicitations. The Depositary and Information Agent for the Offers and Consent Solicitations is Global Bondholder Services Corporation. Questions regarding the Offers and Consent Solicitations should be directed to Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). Any questions regarding procedures for tendering Notes and Consents or any request for copies of the Offer to Purchase and Letter of Transmittal should be directed to Global Bondholder Services Corporation at (866) 470-3900 (toll-free) or (212) 430-3774 (banks and brokers).

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The Offers and the Consent Solicitations are being made only pursuant to the Offer to Purchase and Letter


420 Lexington Avenue New York, NY 10170 800.468.7526


of Transmittal. Noteholders and investors should read carefully the Offer to Purchase and Letter of Transmittal because they contain important information, including the various terms of and conditions to the Offers and the Consent Solicitations. None of the Company, Brixmor Property Group Inc., the Dealer Manager and Solicitation Agent, the Information Agent, the Depositary or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offers or deliver their consents in the Consent Solicitations.

Safe Harbor Language
This news release, the Offer to Purchase and the documents incorporated by reference therein contain forward-looking statements, which reflect the Company’s current views with respect to, among other things, the Offers and the Consent Solicitations. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “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. The forward-looking statements speak only as of the date of the applicable document, and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.


###



Exhibit 99.2
420 Lexington Avenue New York, NY 10170 800.468.7526


FOR IMMEDIATE RELEASE

CONTACT:
Stacy Slater                             
Senior Vice President, Investor Relations             
800.468.7526                             
stacy.slater@brixmor.com

BRIXMOR PROPERTY GROUP ANNOUNCES EXPIRATION OF TENDER OFFERS AND CONSENT SOLICITATIONS FOR CERTAIN OF OUTSTANDING DEBT SECURITIES BY BRIXMOR LLC

NEW YORK, OCTOBER 17, 2014 - Brixmor Property Group Inc. (NYSE: BRX) today announced the expiration of the previously announced tender offers (the “Offers”) by Brixmor LLC (the “Company”), an indirect subsidiary of Brixmor Property Group Inc., to purchase for cash any and all of the Company’s outstanding notes (the “Notes”) listed in the table below on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated September 18, 2014 (the “Offer to Purchase”), and in the related Letter of Transmittal and Consent (the “Letter of Transmittal”). In conjunction with the Offers, the Company solicited (the “Consent Solicitations”) consents with respect to proposed amendments to the indentures pursuant to which the Notes were issued and to the Notes themselves. As previously announced, the requisite consents to approve the proposed amendments were obtained and the Company and the Trustee have executed and delivered supplemental indentures containing the proposed amendments, which amendments will become operative upon the payment for Notes purchased pursuant to the Offers.

The following principal amounts of Notes were tendered pursuant to the Offers as of 11:59 p.m., New York City time, on October 16, 2014, the expiration time for the Offers and Consent Solicitations:

CUSIP Nos.
Description of Notes
Maturity Date
Principal Amount Outstanding Prior to Offers
Principal Amount Tendered and Accepted Pursuant to Offers
1995 Indenture Notes
64806QAA2
7.97% Notes due 2026
August 14, 2026
$2,862,000
$2,168,000
64806QAD6
7.65% Notes due 2026
November 2, 2026
$9,638,000
$3,538,000
64806QAG9
7.68% Notes due 2026
November 2, 2026
$5,135,000
$4,387,000
64806QAK0
6.90% Notes due 2028
February 15, 2028
$10,644,000
$8,422,000
64806QAL8
6.90% Notes due 2028
February 15, 2028
$18,673,000
$13,187,000
1999 Indenture Notes
64805EAB8
7.50% Notes due 2029
July 30, 2029
$21,705,000
$18,502,000

The Company has accepted for purchase all of the tendered Notes and expects to pay for such Notes later today.

Wells Fargo Securities, LLC has acted as the Dealer Manager for the Offers and Solicitation Agent for the Consent Solicitations. The Depositary and Information Agent for the Offers and Consent Solicitations has been Global Bondholder Services Corporation. Questions regarding the Offers and Consent Solicitations should be directed to Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect).



420 Lexington Avenue New York, NY 10170 800.468.7526


This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The Offers and the Consent Solicitations have been made only pursuant to the Offer to Purchase and Letter of Transmittal.

Safe Harbor Language
This news release, the Offer to Purchase and the documents incorporated by reference therein contain forward-looking statements, which reflect the Company’s current views with respect to, among other things, the Offers and the Consent Solicitations. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “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. The forward-looking statements speak only as of the date of the applicable document, and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.


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