Exhibit 1.2
RECKSON OPERATING PARTNERSHIP, L.P.
(a Delaware limited partnership)
Debt Securities
TERMS AGREEMENT
August 10, 2004
To: Reckson Operating Partnership, L.P.
c/o Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, New York 11747
Ladies and Gentlemen:
We understand that Reckson Operating Partnership, L.P. (the "Operating
Partnership") proposes to issue and sell $150,000,000 in aggregate principal
amount of its 5.875% Notes due August 15, 2014 (the "Notes"). Subject to the
terms and conditions set forth or incorporated by reference herein, the
underwriters named below (the "Underwriters") offer to purchase, severally and
not jointly, the respective aggregate principal amount of Notes set forth
below opposite their names at the purchase price set forth below.
Aggregate Principal
Underwriter Amount Of Notes
----------- ---------------
Citigroup Global Markets Inc. $44,000,000
J.P. Morgan Securities Inc. $44,000,000
UBS Securities LLC $44,000,000
BNY Capital Markets, Inc. $3,000,000
Deutsche Bank Securities Inc. $3,000,000
McDonald Investments Inc. $3,000,000
PNC Capital Markets, Inc. $3,000,000
Scotia Capital (USA) Inc. $3,000,000
Wachovia Capital Markets, LLC $3,000,000
Total: $150,000,000
============
The Notes shall have the following terms:
Title: 5.875% Notes due 2014
Rank: The Notes will be unsecured obligations
and will rank equally with each other and
with all of our other unsecured senior
indebtedness, except that the Notes will
be effectively subordinated to all of our
secured debt and to all liabilities of our
subsidiaries.
Ratings Ba1 by Moody's Investors Service
BBB- by Standard & Poor's
Aggregate Principal Amount: $150,000,000
Aggregate Principal Amount of
Option Notes: N/A
Initial public offering price: 99.151% of the
principal amount, plus accrued interest or
amortized original issue discount amount,
if any, from the date of issuance.
Purchase price: 98.501% of the principal amount,
plus accrued interest or amortized
original issue discount amount, if any,
from the date of issuance (payable in same
day funds).
Interest rate: The interest rate for the Notes is 5.875%.
Interest Payment Dates: Interest on the Notes is payable
semi-annually in arrears on February 15
and August 15 of each year, commencing
February 15, 2005.
Maturity Dates: The Notes will mature on August 15, 2014.
Redemption provisions: The Notes are redeemable at any time at
the option of the Operating Partnership,
in whole or in part, at a redemption price
equal to the sum of (i) the principal
amount of the Notes being redeemed, (ii)
unpaid interest accrued thereon to the
redemption date and (iii) the Make-Whole
Amount, if any, with respect to such
Notes.
Sinking Fund requirements: N/A
Conversion provisions: N/A
Other terms and conditions: N/A
Closing date and location: August 13, 2004 at the offices of Sidley
Austin Brown & Wood LLP, 787 Seventh
Avenue, New York, New York 10019.
All of the provisions contained in the document attached as Annex I
hereto entitled "RECKSON OPERATING PARTNERSHIP, L.P. -- Debt Securities --
UNDERWRITING AGREEMENT" are hereby incorporated by reference in their entirety
herein and shall be deemed to be a part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Terms defined
in such document are used herein as therein defined.
Please accept this offer no later than 5 o'clock p.m. (New York City
time) on August 10, 2004 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
J.P. MORGAN SECURITIES INC.
By: /s/ Carl Mehldau
-----------------------------
Name: Carl Mehldau
Title: Vice President
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Mark Chu
------------------------------
Name: Mark Chu
Title: Vice President
UBS SECURITIES LLC
By: /s/ Christopher Forshner
-----------------------------
Name: Christopher Forshner
Title: Managing Director
------------------------------
/s/ Ryan Donovan
Acting on behalf of themselves and as Representatives for the other named
Underwriters.
Accepted:
RECKSON OPERATING PARTNERSHIP, L.P.
By: RECKSON ASSOCIATES REALTY CORP., its sole general partner
By: /s/ Michael Maturo
------------------------------------
Name: Michael Maturo
Title: Executive Vice President and
Chief Financial Officer