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
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
has entered into (i) a Margin Loan Agreement dated as of August 21, 2014
"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
" 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
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
, BRX Throne REIT BREH VII Holdco B LLC
, BRX Throne REIT BREH VII-ESC Holdco
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
("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.
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.