EXHIBIT 1.2
EXECUTION COPY
RECKSON ASSOCIATES REALTY CORP.
(a Maryland corporation)
Common Stock
TERMS AGREEMENT
December 9, 2004
To: Reckson Associates Realty Corp.
225 Broadhollow Road
Melville, New York 11747
Ladies and Gentlemen:
We understand that Reckson Associates Realty Corp., a Maryland
corporation (the "Company"), proposes to issue and sell 4,500,000 shares of
its common stock, par value $0.01 per share (the "Common Stock" and/or the
"Initial Underwritten Securities"). Subject to the terms and conditions set
forth or incorporated by reference herein, Deutsche Bank Securities Inc. (the
"Underwriter") offers to purchase 4,500,000 shares of Initial Underwritten
Securities at the purchase price set forth below.
The Underwritten Securities shall have the following terms:
Title: Common Stock
Number of Initial Underwritten Securities: 4,500,000
Initial public offering price per share $32.96
Purchase price per share: $32.90
Selling Concession $0.05
Listing requirements: NYSE
Lock-up provisions: See attached lock-up agreement
Other terms and conditions: N/A
Closing date and location: December 14, 2004 at the office of
Sidley Austin Brown & Wood LLP at
787 Seventh Avenue, New York,
New York 10019
All of the provisions contained in the document attached as Annex I
hereto entitled "RECKSON ASSOCIATES REALTY CORP.--Common Stock, Warrants to
Purchase Common Stock, Preferred Stock, Depositary Shares and Warrants to
Purchase Preferred Stock -- Underwriting Agreement" are hereby incorporated by
reference in their entirety herein and shall
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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.
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Please accept this offer no later than 7 o'clock p.m. (New York City
time) on December 9, 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,
DEUTSCHE BANK SECURITIES INC.
By: /s/ Geoffrey S. Bedrosian
------------------------
Name: Geoffrey S. Bedrosian
Title: Authorized Signatory
By: /s/ Imran Ahmed
------------------------
Name: Imran Ahmed
Title: Authorized Signatory
Accepted:
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Michael Maturo
----------------------------
Name: Michael Maturo
Title: EVP, CFO and Treasurer
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Lock-Up Agreement
[Letterhead of officer or director of Reckson Associates Realty Corp.]
Reckson Associates Realty Corp.
Public Offering of Common Stock
December 14, 2004
Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York 10005
Ladies and Gentlemen:
This letter is being delivered to you in connection with the Terms
Agreement (the "Terms Agreement"), dated December 9, 2004, between Reckson
Associates Realty Corp., a Maryland corporation (the "Company"), and you,
relating to an underwritten public offering of Common Stock, $0.01 par value
(the "Common Stock"), of the Company.
In order to induce you to enter into the Terms Agreement, the
undersigned will not, without the prior written consent of Deutsche Bank
Securities Inc., offer, sell, contract to sell, pledge or otherwise dispose of
(or enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the
undersigned or any affiliate of the undersigned or any person in privity with
the undersigned or any affiliate of the undersigned), directly or indirectly,
including the filing (or participation in the filing) of a registration
statement with the Securities and Exchange Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder with respect to, any
shares of capital stock of the Company or any securities convertible into or
exercisable or exchangeable for such capital stock, or publicly announce an
intention to effect any such transaction, for a period of thirty days after
the date of the Terms Agreement, other than shares of Common Stock disposed of
as bona fide gifts approved by Deutsche Bank Securities Inc.
If for any reason the Terms Agreement shall be terminated prior to
the Closing Date (as defined in the Terms Agreement), the agreement set forth
above shall likewise be terminated.
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