VIA EDGAR
| June 23, 2014 |
| Re: | Acceleration Request for Brixmor Property Group Inc. |
Registration Statement on Form S-11 (File No. 333-196288)
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Sandra B. Hunter, Esq.
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Brixmor Property Group Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 12:00 p.m., Washington, D.C. time, on June 25, 2014, or as soon as practicable thereafter.We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.
Call me at (212) 455-3986 with any questions.
Very truly yours,
/s/ Joshua Ford Bonnie
Joshua Ford Bonnie |
June 23, 2014
VIA EDGAR
| Re: | Brixmor Property Group Inc. |
Registration Statement on Form S-11
File No. 333-196288
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Sandra B. Hunter, Esq.
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Brixmor Property Group Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 12:00 p.m., Washington, D.C. time, on June 25, 2014, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.
The Company acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature Page Follows]
| Very truly yours, | ||||
| BRIXMOR PROPERTY GROUP INC. | ||||
| By: | /s/ Michael V. Pappagallo | |||
| Name: | Michael V. Pappagallo | |||
| Title: | President and Chief Financial Officer | |||
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park, New York, NY 10036
Citigroup Global Markets Inc.
388 Greenwich Street, New York, NY 10013
J.P. Morgan Securities LLC
383 Madison Avenue, New York, NY 10179
Wells Fargo Securities, LLC
375 Park Avenue, New York, NY 10152
June 23, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Sandra B. Hunter, Esq. |
| Re: | Brixmor Property Group Inc. |
Registration Statement on Form S-11 (File No. 333-196288)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Brixmor Property Group Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 12:00 P.M., Washington D.C. Time, on June 25, 2014 or as soon thereafter as practicable.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act:
| (i) | Distribution of the preliminary prospectuses commenced on June 23, 2014. |
| (ii) | Approximately 7,050 copies of the preliminary prospectus were distributed to prospective underwriters, institutional investors, dealers and others. |
[Signature Page Follows]
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES LLC
WELLS FARGO SECURITIES, LLC
As Representatives of the Underwriters
| By: | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |||
| By: | /s/ Michele A.H. Allong | |||
| Name: | Michele A. H. Allong | |||
| Title: | Vice President, Authorized Signatory | |||
| By: | CITIGROUP GLOBAL MARKETS INC. | |||
| By: | /s/ Meghan Baivier | |||
| Name: | Meghan Baivier | |||
| Title: | Vice President | |||
| By: | J.P. MORGAN SECURITIES LLC | |||
| By: | /s/ Karin Ross | |||
| Name: | Karin Ross | |||
| Title: | Executive Director | |||
| By: | WELLS FARGO SECURITIES, LLC | |||
| By: | /s/ David Herman | |||
| Name: | David Herman | |||
| Title: | Director | |||
[Signature Page to Acceleration Request]
