Exhibit 1.2
Pricing Agreement
September 25, 2017
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
UBS Securities LLC
Wells Fargo Securities, LLC
c/o
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
Ladies and Gentlemen:
Federal Realty Investment Trust, a Maryland real estate investment trust (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 25, 2017 (the “Underwriting Agreement”), between the Company on the one hand and Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, acting for themselves and as representatives of the Underwriters named in Schedule I hereto (collectively, the “Underwriters”), on the other hand, to issue and sell to the Underwriters the depositary shares, each such depositary share representing ownership of 1/1000 interest in a share of the Company’s 5.000% Series C Cumulative Redeemable Preferred Shares (the “Preferred Shares”) (the “Depositary Shares”), specified in Schedule II hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus and the General Disclosure Package in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined) and the General Disclosure Package (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the General Disclosure Package and the Prospectus, as amended or supplemented, relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.
A supplement to the Prospectus relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Time of Delivery and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the number of Depositary Shares set forth opposite the name of such Underwriter in Schedule I hereto.
In addition, subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company hereby grants an option to the Representatives to purchase up to the number of Option Depositary Shares (as defined in Schedule II hereto) specified in Schedule II hereto at the place and purchase price to the Representatives set forth in Schedule II hereto and at the Option Closing Time specified by the Representatives as provided below. The option hereby granted will expire at 11:59 p.m. (New York City time) on the 30th day after the date of this Pricing Agreement and may be exercised once, in whole or in part, upon notice by the Underwriter to the Company setting forth the number of Option Depositary Shares as to which the Representatives are then exercising the option and the Option Closing Time for such Option Depositary Shares. Any such Option Closing Time shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option nor in any event prior to the Time of Delivery. If the option is exercised as to all or any portion of the Option Depositary Shares, the Representatives will be obligated to purchase that number of Option Depositary Shares, and the Company shall be obligated to issue and sell such Option Depositary Shares to the Underwriter, subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated by reference herein.
The obligations of the Underwriters under this Pricing Agreement and the Underwriting Agreement incorporated herein are several and not joint.
This Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York
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If the foregoing is in accordance with your understanding, please sign and return this Pricing Agreement to us, and upon acceptance hereof by you, this Pricing Agreement and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between the Underwriters and the Company.
| Very truly yours, | ||
| FEDERAL REALTY INVESTMENT TRUST | ||
| By: | /s/ Daniel Guglielmone | |
Name: Daniel Guglielmone Title: Executive Vice President-Chief Financial Officer and Treasurer | ||
[Pricing Agreement Signature Page]
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC
| By: | Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| By: | /s/ Chris Porter | |
| Name: Chris Porter | ||
| Title: Managing Director, Investment Banking | ||
| By: | UBS Securities LLC | |
| By: | /s/ Christopher Forshner | |
| Name: Christopher Forshner | ||
| Title: Managing Director, UBS Securities LLC | ||
| By: | /s/ Prath Reddy | |
| Name: Prath Reddy | ||
| Title: Director, UBS Securities LLC | ||
| By: | Wells Fargo Securities, LLC | |
| By: | /s/ Carolyn Hurley | |
| Name: Carolyn Hurley | ||
| Title: Director | ||
For themselves and as Representatives of the Underwriters named in Schedule I to this Pricing Agreement.
[Pricing Agreement Signature Page]
SCHEDULE I
Underwriter | Number of Initial Depositary Shares | Number of Option Depositary Shares | ||||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | 1,440,000 | 96,000 | ||||||
UBS Securities LLC | 1,440,000 | 96,000 | ||||||
Wells Fargo Securities, LLC | 1,440,000 | 96,000 | ||||||
Raymond James & Associates, Inc. | 600,000 | 40,000 | ||||||
Citigroup Global Markets Inc. | 360,000 | 24,000 | ||||||
Jefferies LLC | 360,000 | 24,000 | ||||||
J.P. Morgan Securities LLC | 360,000 | 24,000 | ||||||
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Total | 6,000,000 | 400,000 | ||||||
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Sch. I to Exhibit A
SCHEDULE II
Title of Depositary Shares:
Depositary Shares, each representing 1/1000 of a 5.000% Series C Cumulative Redeemable Preferred Share of Beneficial Interest (the “Depositary Shares”)
Number of Depositary Shares:
6,400,000 depositary shares. The Depositary Shares consist of an aggregate of 6,000,000 Depositary Shares (the “Initial Depositary Shares”) that the Underwriters have agreed to purchase and that the Company has agreed to sell and an aggregate of up to 400,000 Depositary Shares (the “Option Depositary Shares”) that the Underwriters have the option to purchase from the Company, all subject to the terms and conditions set forth in this Pricing Agreement and the Underwriting Agreement incorporated by reference herein.
Price per Depositary Share:
$25.00
Purchase Price by Underwriters:
$24.2125 per depositary share sold to retail accounts and $24.5000 per depositary share sold to institutional accounts
Specified funds for payment of purchase price:
Wire transfer of immediately available funds
Maturity:
Perpetual (unless redeemed by the Issuer pursuant to its optional redemption right on or after September 29, 2022)
Dividend Rate:
5.000% of the $25,000.00 liquidation preference per year, or $1,250.00 per year, per Series C Preferred Share (equal to $1.250 per year per depositary share)
Interest Payment Dates:
January 15, April 15, July 15 and October 15, beginning on January 15, 2018
Redemption Provisions:
The Designated Securities are not redeemable until September 29, 2022. On or after September 29, 2022, the Designated Securities may be redeemed at redemption prices as described in the Prospectus Supplement and the Issuer Free Writing Prospectus
Sinking Fund Provisions:
None
Defeasance provisions:
None
Applicable Time:
4:50 p.m. (Eastern time) on September 25, 2017 or such other time as agreed by the Company and the Representatives
Time of Delivery:
September 29, 2017
Closing Location:
Sidley AustinLLP
787 Seventh Avenue
New York, New York 10019
Underwriting Agreement Section 12 Notice Information:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
50 Rockefeller Plaza
NY1-050-12-01
New York, New York 10020
Attention: Debt Capital Markets Transaction Management/Legal
Facsimile: (212) 901-7881
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Attention: Fixed Income Syndicate
Facsimile: (203) 719-0495
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
Attention: Transaction Management
Facsimile: (704) 410-0326
