Exhibit 1.2
TANGER PROPERTIES LIMITED PARTNERSHIP
(a North Carolina limited partnership)
9 1/8% Notes due 2008
TERMS AGREEMENT
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Dated: February 9, 2001
To: TANGER PROPERTIES LIMITED PARTNERSHIP
3200 Northline Avenue, Suite 360
Greensboro, North Carolina 27408
Attention: Chairman of the Board of Directors
Dear Ladies and Gentlemen:
We understand that Tanger Properties Limited Partnership (a North Carolina
limited partnership), proposes to issue and sell $100,000,000 aggregate
principal amount of its 9 1/8% Senior Notes due 2008 (the "Underwritten
Securities") to be unconditionally guaranteed as to payment of principal thereof
and interest thereon by Tanger Factory Outlet Centers, Inc., a North Carolina
corporation (the "Company"). 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
principal amount of Initial Underwritten Securities set forth below opposite
their respective names at the purchase price set forth below.
Principal Amount
of Initial
Underwriter Underwritten Securities
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated $ 90,000,000
Banc of America Securities LLC $ 10,000,000
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Total $100,000,000
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The Underwritten Securities shall have the following terms:
Title of Securities: 9% Senior Notes due 2008
Currency: U.S. Dollars
Principal amount to be issued: $100,000,000
Current Ratings: Ba2/BB+
Interest rate or formula: 9%
Regular Record Dates: 15 days prior to applicable Interest Payment Date
Interest Payment Dates: Payable semi-annually in arrears on each February 15
and August 15, commencing August 15, 2001
Stated Maturity Date: February 15, 2008
Redemption and/or repayment provisions: None
Sinking fund requirements: None
Number of Option Securities, if any, that may be purchased by the
Underwriters: None
Initial public offering price: 99.366%, plus accrued interest, if any, from
February 15, 2001
Purchase price: 97.366%, plus accrued interest, if any, from February 15, 2001
(payable in same funds) Form: Book-entry-only form through the facilities of The
Depository Trust Company Additional co-managers, if any: Banc of America
Securities LLC Other terms:
APPOINTMENT OF QUALIFIED INDEPENDENT UNDERWRITER. The Operating
Partnership hereby confirms its engagement of Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), and Merrill Lynch hereby confirms its
agreement with the Operating Partnership to render services as, a "qualified
independent underwriter" within the meaning of Rule 2720 of the Conduct Rules of
the National Association of Securities Dealers, Inc. (the "NASD") with respect
to the offering. Merrill Lynch, solely in its capacity as qualified independent
underwriter and not otherwise, is referred to herein as the "Independent
Underwriter."
Closing date and location: February 15, 2001, 9 a.m., Brown & Wood LLP, New
York, New York
All the provisions contained in the document attached as Annex A hereto
entitled "Tanger Properties Limited Partnership - 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 7:00 o'clock P.M. (New York City
time) on February 9, 2001 by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
BANC OF AMERICA SECURITIES LLC
By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By /s/ John Timoney
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Authorized Signatory
Accepted:
TANGER PROPERTIES LIMITED PARTNERSHIP
By: Tanger GP Trust
(its general partner)
By /s/ Steven B. Tanger
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