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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): October 28, 2025
Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact
Name of Registrant as Specified in Charter)
Maryland
Delaware |
001-36160
333-256637-01 |
45-2433192
80-0831163 |
(State
or Other Jurisdiction
of
Incorporation) |
(Commission
File
Number) |
(IRS Employer
Identification
No.) |
100 Park 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 x | Brixmor
Operating Partnership LP Yes ¨ No
x |
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 ¨ |
Common Stock Repurchase Program
On October 28, 2025, Brixmor Property Group Inc.
(the “Company”) announced that its Board of Directors (the “Board”) authorized a new share repurchase program
(the “Common Stock Repurchase Program”) for up to $400 million of shares of the Company’s common stock, $0.01 par value
per share (“Common Stock”). The Common Stock Repurchase Program replaces the Company’s existing $400 million repurchase
program, which was to expire on November 1, 2025. The Common Stock Repurchase Program is scheduled to expire on October 28, 2028, unless
suspended or extended by the Board. Repurchases may be made at management’s discretion from time to time in the open market, in
privately negotiated transactions or by other means (including through Rule 10b5-1 trading plans or one or more accelerated stock repurchase
programs), subject to compliance with existing debt agreements. Depending on market conditions and other factors, these repurchases may
be commenced or suspended without prior notice.
Equity Distribution Agreements
On October 28, 2025, the Company and Brixmor
Operating Partnership LP (the “Operating Partnership”) entered into separate Equity Distribution Agreements (each, an
“Equity Distribution Agreement,” and collectively, the “Equity Distribution Agreements”) with each of BMO
Capital Markets Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Jefferies
LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, Samuel A. Ramirez & Company, Inc., Scotia
Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents (in such
capacity, each a “Sales Agent” and together, the “Sales Agents”), principals and/or (except (i) in the case
of Samuel A. Ramirez & Company, Inc. and (ii) in the case of BTIG, LLC, for which Nomura Securities International, Inc. acts
through BTIG, LLC as agent) forward sellers (in such capacity, each, a “Forward Seller” and collectively, the
“Forward Sellers”), and each of Bank of Montreal, The Bank of New York Mellon, Bank of America, N.A., Citibank, N.A.,
Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Nomura Global Financial Products, Inc., Royal
Bank of Canada, The Bank of Nova Scotia, The Toronto Dominion Bank, Truist Bank and Wells Fargo Bank, National Association as
forward purchasers (in such capacity, each a “Forward Purchaser,” and together, the “Forward Purchasers”),
pursuant to which the Company may sell, from time to time, up to an aggregate gross sales price of $400 million of Common Stock,
through the Sales Agents or the Forward Sellers, as applicable, or directly to the Sales Agents as principals for their own
accounts. Unless otherwise expressly stated or the context otherwise requires, references herein to the “related” or
“relevant” Forward Purchaser means, with respect to any Sales Agent, the affiliate or agent of such Sales Agent or
Forward Seller that is acting as Forward Purchaser or, if applicable, such Sales Agent acting in its capacity as Forward
Purchaser.
The Common Stock sold in the offering will be issued
pursuant to a prospectus supplement filed with the Securities and Exchange Commission on October 28, 2025, and the accompanying base prospectus
dated October 28, 2025 forming part of the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-291119).
Subject to the terms and conditions of the Equity
Distribution Agreements, the Sales Agents, whether acting as the Company’s sales agents or as Forward Sellers, will use their commercially
reasonable efforts, consistent with their normal trading and sales practices and applicable law and regulations, to sell the Common Stock
that may be designated by the Company (if acting as the Company’s sales agents) and the Common Stock borrowed by the relevant Forward
Purchasers pursuant to the Equity Distribution Agreements (if acting as Forward Sellers), in each case on the terms and subject to the
conditions of the Equity Distribution Agreements. Sales, if any, of the Common Stock made through the Sales Agents, as the Company’s
sales agents, or as Forward Sellers pursuant to the Equity Distribution Agreements, may be made in “at the market” offerings
(as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”)), by means of ordinary brokers’
transactions on the New York Stock Exchange or sales made to or through market makers at market prices prevailing at the time of sale,
in privately negotiated transactions or any other method permitted by applicable law, which may include block trades, as the Company and
any Sales Agent or Forward Seller may agree. The Company also may sell Common Stock to any Sales Agent as principal for its own account.
If the Company sells Common Stock to any Sales Agent as principal, it will enter into a separate terms agreement setting forth the terms
of such transaction.
The Company or any Sales Agent may at any
time suspend an offering of Common Stock pursuant to the terms of the Equity Distribution Agreements. The offering of Common Stock
pursuant to the Equity Distribution Agreements will terminate upon the earliest of (i) the sale of shares of Common Stock subject to
the Equity Distribution Agreements (including shares of Common Stock sold by the Company to or through the Sales Agents and borrowed
shares of Common Stock sold by the Forward Sellers) and any terms agreement having an aggregate gross sales price of $400 million,
(ii) with respect to the Equity Distribution Agreements or terms agreement, the termination of the Equity Distribution Agreements by us, the Sales
Agents, the Forward Sellers or the Forward Purchasers as permitted therein and (iii) October 28, 2028, the third anniversary of the
Equity Distribution Agreements unless extended by the Company and the respective Sales Agent, the Forward Seller, and the Forward
Purchaser.
The Company and the Operating Partnership made
certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the registration statement
in the Equity Distribution Agreements and also agreed to indemnify the Sales Agents, Forward Sellers and Forward Purchasers against certain
liabilities, including liabilities under the Securities Act.
The Equity Distribution Agreements provide that,
in addition to issuance and sale of Common Stock through the Sales Agents, the Company also may enter into one or more letter agreements
(each, a “Forward Contract”) with each of the Forward Purchasers in a form attached as Exhibit G to the Equity Distribution
Agreements. Under the terms of any Forward Contract, the relevant Forward Purchaser will, at the Company’s request from time to
time pursuant to mutually agreed instructions and a supplemental confirmation (together with the applicable Forward Contract, a “Forward
Sale Agreement”), borrow from third parties and, through the relevant Sales Agent, sell a number of shares of Common Stock equal
to the number of shares underlying the particular Forward Sale Agreement. The Company will not initially receive any proceeds from any
sale of Common Stock borrowed by a Forward Purchaser and sold through a Forward Seller. The Company expects to fully physically settle
each Forward Sale Agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity
date of such Forward Sale Agreement, in which case the Company expects to receive aggregate cash proceeds at settlement equal to the number
of shares of the Company’s Common Stock underlying such Forward Sale Agreement multiplied by the then-applicable forward sale price
per share. Although the Company expects to settle any Forward Sale Agreements by the physical delivery of shares of Common Stock in exchange
for cash proceeds, the Forward Sale Agreements will allow the Company to cash or net-share settle all or a portion of its obligations.
If the Company elects to cash settle any Forward Sale Agreement, the Company may not receive any proceeds and the Company may owe cash
to the relevant Forward Purchaser. If the Company elects to net-share settle any Forward Sale Agreement, the Company will not receive
any cash proceeds, and the Company may owe shares of Common Stock to the relevant Forward Purchaser.
The Company intends to use the net proceeds from
this offering for general corporate purposes. Pending application of cash proceeds, the Company will invest the net proceeds from this
offering in interest-bearing accounts and short-term, interest-bearing securities in a manner that is consistent with its intention to
qualify for taxation as a real estate investment trust.
The Company will pay each Sales Agent a
commission of up to 2.0% of the gross sales price of the Common Stock sold through it pursuant to the Equity Distribution
Agreements. The compensation to each Sales Agent acting as a Forward Seller (or pursuant to an agentic relationship thereby) will be
a reduction to the initial forward price under the related Forward Contract of up to 2.0% of the actual sale prices of all borrowed
Common Stock sold through such Sales Agent, acting as Forward Seller.
A copy of the form of Equity Distribution Agreement,
including the form of Forward Contract, is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein
by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.
| Item 9.01 | Financial
Statements and Exhibits |
(d) The following exhibits are attached to this Current Report on Form
8-K:
| 1.1 |
Form of Equity Distribution Agreement, dated October 28, 2025, by and among Brixmor Property Group Inc., Brixmor Operating Partnership LP and each sales agent and its respective forward seller and forward purchaser |
| 5.1 |
Opinion of Hogan Lovells US LLP |
| 5.2 |
Opinion of Hogan Lovells US LLP |
| 23.1 |
Consent of Hogan Lovells US LLP (included in Exhibit 5.1) |
| 23.2 |
Consent of Hogan Lovells US LLP (included in Exhibit 5.2) |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 29, 2025 |
BRIXMOR PROPERTY GROUP INC. |
| |
|
|
| |
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 |
