Filed Pursuant to Rule 433
Free Writing Prospectus
Registration No. 333-268091-01
January 9, 2024
BRIXMOR OPERATING PARTNERSHIP LP
Pricing Term Sheet
$400,000,000 5.500% Senior Notes due 2034
This pricing term sheet supplements, and should be read in conjunction with, the preliminary prospectus supplement, dated January 9, 2024, of Brixmor Operating Partnership LP (“we,” “our,” or “us”) and the accompanying prospectus, dated November 1, 2022, and the documents incorporated and deemed to be incorporated by reference therein.
| Issuer: | Brixmor Operating Partnership LP |
| Expected Ratings (Moody’s / S&P / Fitch)*: | Baa3 / BBB / BBB |
| Security Type: | SEC Registered, Senior Unsecured Notes |
| Pricing Date: | January 9, 2024 |
| Settlement Date: | January 12, 2024 (T+3) |
| Maturity Date: | February 15, 2034 |
| Interest Payment Dates: | February 15 and August 15, commencing August 15, 2024 |
| Principal Amount: | $400,000,000 |
| Public Offering Price: | 99.816% of the Principal Amount |
Net Proceeds to the Issuer, Before Expenses and Accrued and Unpaid Interest: | $396,664,000 |
| Benchmark Treasury: | 4.500% due November 15, 2033 |
| Benchmark Treasury Price / Yield: | 103-27 / 4.023% |
| Spread to Benchmark Treasury: | +150 basis points |
| Yield to Maturity: | 5.523% |
| Coupon: | 5.500% |
| Optional Redemption Provisions: | |
| Make-whole call: | Make-whole call at T + 25 basis points |
| Par Call: | On or after November 15, 2033 (three months prior to the maturity date) |
| CUSIP / ISIN: | 11120V AM5 / US11120VAM54 |
| Issuer: | Brixmor Operating Partnership LP |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC |
| | J.P. Morgan Securities LLC |
| | PNC Capital Markets LLC |
| | BMO Capital Markets Corp. |
| | BNY Mellon Capital Markets, LLC |
| | BofA Securities, Inc. |
| | Citigroup Global Markets Inc. |
| | Mizuho Securities USA LLC |
| | RBC Capital Markets, LLC |
| | Scotia Capital (USA) Inc. |
| | Truist Securities, Inc. |
| | U.S. Bancorp Investments, Inc. |
| Senior Co-Managers: | Regions Securities LLC |
| | TD Securities (USA) LLC |
| Co-Manager: | Samuel A. Ramirez & Company, Inc. |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Brixmor Operating Partnership LP has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer or Brixmor Property Group Inc. has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request them from Wells Fargo Securities, LLC by calling toll-free at 1-800-645-3751 or emailing to wfscustomerservice@wellsfargo.com, J.P. Morgan Securities LLC by calling collect at 1-212-834-4533 or PNC Capital Markets LLC by calling toll-free at 1-855-881-0697.
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the pricing date will be required, by virtue of the fact that the Notes initially will settle in three business days (T+3), to specify alternative settlement arrangements to prevent a failed settlement.
