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BRIXMOR PROPERTY GROUP INC. FILES (8-K) Disclosing Changes in Control or Registrant, Other Events

August 22, 2014



Item 5.01 Change in Control of Registrant.

(b) Information required by Item 403(c) of Regulation S-K regarding arrangements known to the registrant which may at a subsequent date result in a change of control.

The information set forth under Item 8.01 below is incorporated by reference into this Item 5.01.

Item 8.01 Other Events.



On August 21, 2014, BRX Holdco LLC, an affiliate of the investment funds associated with or designated by The Blackstone Group L.P. that are the current majority owners of Brixmor Property Group Inc. (the "Company"), informed the Company as follows:

"BRX Holdco LLC's wholly-owned subsidiary, BRX Holdco II LLC (the "Borrower") has entered into (i) a Margin Loan Agreement dated as of August 21, 2014 (the "Loan Agreement") with the lenders party thereto (each, a "Lender") and the administrative agent party thereto and (ii) Pledge and Security Agreements of even date, in each case between one of the Lenders, as secured party (each, a "Secured Party" and, collectively, the "Secured Parties") and Borrower, as pledgor (the "Borrower Pledge Agreements"), and BRX Holdco LLC, BRX BREP VI.TE.1 Holdco A LLC, BRX BREP VI.TE.1 Holdco B LLC, BRX BREP VI.TE.2 Holdco A LLC, BRX BREP VI.TE.2 Holdco B LLC, BRX BREH VI Holdco A LLC, BRX BREH VI Holdco B LLC, BRX BREH VI-ESC Holdco A LLC, BRX BREH VI-ESC Holdco B LLC, BRX Throne REIT Holdco A LLC, BRX Throne REIT Holdco B LLC, BRX Throne REIT BREH VII Holdco A LLC, BRX Throne REIT BREH VII Holdco B LLC, BRX Throne REIT BREH VII-ESC Holdco A LLC and BRX Throne REIT BREH VII-ESC Holdco B LLC (each, a "Guarantor" and collectively, the "Guarantors") each entered into (i) with each Lender, a Pledge and Security Agreement (each, a "Guarantor Pledge Agreement" and, collectively with the Borrower Pledge Agreements, the "Pledge Agreements") and (ii) with the administrative agent and the Lenders, a Guarantee of even date of the Borrower's obligations under the Loan Agreement (each, a "Guarantee" and, collectively with the Loan Agreement and the Pledge Agreements, the "Loan Documents"). Each of the Borrower and the Guarantors is affiliated with The Blackstone Group L.P.

As of August 21, 2014, the Borrower has borrowed an aggregate of $900.0 million under the Loan Agreement. Subject to the satisfaction of certain conditions, the Borrower may borrow up to an additional $350.0 million if the existing or new lenders agree to provide such additional advances. Pursuant to the Pledge Agreements, to secure borrowings under the Loan Agreement, the Borrower and the Guarantors have collectively pledged approximately 137.4 million shares (collectively, the "Pledged Shares") of common stock, par value $0.01 per share ("Common Stock") of Brixmor Property Group Inc. (the "Company"). The Pledged Shares represented approximately 56.0% of the Company's issued and outstanding Common Stock as of August 1, 2014, or approximately 45.2% of the Company's issued and outstanding Common Stock as of August 1, 2014 assuming the exchange of all outstanding shares of common stock of BPG Subsidiary Inc. and common units of partnership interest in Brixmor Operating Partnership LP. In addition, affiliates of The Blackstone Group L.P. currently expect to pledge up to an additional approximately 3.5 million shares of Common Stock in the 20 business days following execution of the Loan Agreement and may pledge additional shares of Common Stock in the future, including shares issued in exchange for outstanding shares of common stock of BPG Subsidiary Inc. and common units of partnership interest in Brixmor Operating Partnership LP.

The Loan Agreement contains customary default provisions. In the event of a default under the Loan Agreement by the Borrower, the Secured Parties may foreclose upon any and all shares of Common Stock pledged to them and may seek recourse against the Borrower."

The Company did not independently verify or participate in the preparation of the foregoing disclosure. In addition, the Company is not a party to the Loan Documents and has no obligations thereunder, but has delivered letter agreements to each of the Lenders in which it has, among other things, agreed, subject to applicable law and stock exchange rules, not to take any actions that are intended to materially hinder or delay the exercise of any remedies by the Lenders under the Pledge Agreements.

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Source: Edgar Glimpses


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