Brixmor Property Group Inc. — Capital/Financing Update 2021

Sep 2, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 2, 2021

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

(Exact Name of Registrant as Specified in Charter)

Maryland	001-36160	45-2433192
Delaware	333-256637-01	80-0831163
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

450 Lexington Avenue

New York , New York 10017

(Address of Principal Executive Offices, and Zip Code)

( 212 ) 869-3000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instructions A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BRX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Brixmor Property Group Inc. Yes ☐ No ☑ Brixmor Operating Partnership LP Yes ☐ No ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Brixmor Property Group Inc. ☐ Brixmor Operating Partnership LP ☐

Item 8.01 Other Events

On September 2, 2021, Brixmor Property Group Inc. (the “Company”) announced that its operating partnership, Brixmor Operating Partnership LP (the “Operating Partnership”), completed the previously announced redemption of $500,000,000.00 aggregate principal amount of the Operating Partnership’s 3.250% Senior Notes due 2023 (the “Senior Notes”), representing all of the outstanding Senior Notes, on September 2, 2021. The Senior Notes were redeemed pursuant to the terms of an Indenture, dated as of January 21, 2015, between the Operating Partnership and The Bank of New York Mellon, as trustee, as supplemented by the Fourth Supplemental Indenture, dated as of August 24, 2016, by and between the Operating Partnership and the Trustee, at a price equal to 105.100% of the principal amount, plus accrued and unpaid interest up to, but excluding, September 2, 2021. In connection with the redemption, the Company will recognize a loss on extinguishment of debt of approximately $27.1 million, or $0.09 per diluted share, in the third quarter of 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: September 2, 2021
By:	/s/ Steven F. Siegel
Name:	Steven F. Siegel
Title:	Executive Vice President,
	General Counsel and Secretary
BRIXMOR OPERATING PARTNERSHIP LP
By:	Brixmor OP GP LLC, its general partner
By:	BPG Subsidiary LLC, its sole member
By:	/s/ Steven F. Siegel
Name:	Steven F. Siegel
Title:	Executive Vice President,
	General Counsel and Secretary