Pricing Agreement

Pricing Agreement

Exhibit 1.2

Execution Copy

Pricing Agreement

July 16, 2012

WELLS FARGO SECURITIES, LLC

CITIGROUP GLOBAL MARKETS INC.

RBC CAPITAL MARKETS, LLC

 

c/o Wells Fargo Securities, LLC

301 S. College Street

Charlotte, North Carolina 28288

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street, 8th Floor

New York, New York 10281

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 July 16, 2012 (the “Underwriting Agreement”), between the Company on the one hand and Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and RBC Capital Markets, 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 Securities specified in Schedule II hereto (the “Designated Securities”). 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.

 

Ex. A-1


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 principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

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/ Dawn M. Becker
 

Name: Dawn M. Becker

Title: Executive Vice President-Chief

Operating Officer


Accepted as of the date hereof:

WELLS FARGO SECURITIES, LLC

CITIGROUP GLOBAL MARKETS INC.

RBC CAPITAL MARKETS, LLC

 

By: Wells Fargo Securities, LLC
By:    /s/ Carolyn Hurley
 

Name: Carolyn Hurley

Title: Director

By: Citigroup Global Markets Inc.
By:    /s/ Salvatore G. Takoushian
 

Name: Salvatore G. Takoushian

Title: Director

By:  RBC Capital Markets, LLC
By:    /s/ Scott G. Primrose
 

Name: Scott G. Primrose

Title: Authorized Signatory

For themselves and as Representatives of the Underwriters named in Schedule I to this Pricing Agreement.


SCHEDULE I

 

Underwriter

  

Principal Amount of

Notes

 

Wells Fargo Securities, LLC

   $ 72,500,000   

Citigroup Global Markets Inc.

     50,000,000   

RBC Capital Markets, LLC

     50,000,000   

PNC Capital Markets LLC

     17,500,000   

Capital One Southcoast, Inc.

     12,500,000   

Deutsche Bank Securities Inc.

     12,500,000   

Raymond James & Associates, Inc.

     12,500,000   

SunTrust Robinson Humphrey, Inc.

     12,500,000   

TD Securities (USA) LLC

     5,000,000   

U.S. Bancorp Investments, Inc.

     5,000,000   

Total

   $ 250,000,000   
  

 

 

 

 

Sch. I to Exhibit A


SCHEDULE II

Title of Designated Securities:

3.00% Notes due 2022 (the “Designated Securities”)

Aggregate principal amount:

$250,000,000

Price to Public:

98.743% of the principal amount of the Designated Securities, plus accrued interest from July 19, 2012

Purchase Price by Underwriters:

98.093% of the principal amount of the Designated Securities

Specified funds for payment of purchase price:

Wire transfer of immediately available funds

Indenture:

Indenture, dated as of September 1, 1998, between the Company and U.S. Bank National Association, successor to Wachovia Bank, National Association, successor to First Union National Bank, as Trustee

Maturity:

August 1, 2022

Interest Rate:

3.00% per year

Interest Payment Dates:

February 1 and August 1, beginning on February 1, 2013

Redemption Provisions:

The Designated Securities may be redeemed at any time at the Company’s option, in whole or in part, at redemption prices as described in the Prospectus Supplement


Sinking Fund Provisions:

None

Defeasance provisions:

The defeasance and covenant defeasance provisions of the Indenture apply to the Designated Securities

Applicable Time:

2:35 p.m. (Eastern time) on July 16, 2012 or such other time as agreed by the Company and the Representatives

Time of Delivery:

July 19, 2012

Closing Location:

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Underwriting Agreement Section 12 Notice Information:

Wells Fargo Securities, LLC

301 S. College Street

Charlotte, NC 28288

Attention: Transaction Management

Facsimile: (704) 383-9165

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attention: General Counsel

Facsimile: (212) 816-7912

RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street, 8th Floor

New York, NY 10281-8098

Attention: Transaction Management Group/Scott Primrose

Facsimile: (212) 658-6137