Brixmor Operating Partnership LP
For the period ended Sep 27, 2026. Filed Sep 28, 2026.
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Sep 27, 2026 · Filed Sep 28, 2026
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Contents
Commitments and Guarantees
Operating Partnership Bridge Commitment Letter
The Operating Partnership intends to pay its share of the cash equity contribution to the JV Purchaser and other fees and expenses required to be paid in connection with the Slate Transaction from cash on hand and borrowings. The Operating Partnership has obtained a financing commitment for a $988 million senior 364-day bridge term loan facility (the “Bridge Facility”) pursuant to a commitment letter (the “Bridge Commitment Letter”) dated as of September 27, 2026, with Royal Bank of Canada (“RBC”). Pursuant to the Bridge Commitment Letter, subject to the terms and conditions set forth therein, RBC has committed to provide the full amount of the Bridge Facility. The funding of the Bridge Facility provided for in the Bridge Commitment Letter is contingent upon the satisfaction of customary conditions, including (i) execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Bridge Commitment Letter and (ii) consummation of the Arrangement in accordance with the Arrangement Agreement. The actual documentation governing the Bridge Facility has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the Bridge Commitment Letter.
Availability under the Bridge Facility will be reduced by the net cash proceeds from customary mandatory commitment reduction and prepayment events from issuances of equity, the incurrence of certain other debt or the sale of available assets, in each case subject to limited exceptions. The Operating Partnership expects to replace some or all of the Bridge Facility prior to the closing of the Slate Transaction with other permanent debt or equity financing. There can be no assurance that the permanent financing will be completed.
JV Purchaser Financing
The JV Purchaser has secured committed financing, consisting of (i) equity financing to be provided by each of the Operating Partnership and certain affiliates of Everview on the terms and subject to the conditions set forth in equity commitment letters (the “Equity Commitment Letters”), and (ii) debt financing to be provided by certain lenders on the terms and subject to the conditions set forth in debt commitment letters (collectively, the “Debt Commitment Letter”), the aggregate proceeds of which are expected to be sufficient for the JV Purchaser to pay the required amount, including the aggregate Consideration and all related fees and expenses. The closing of the Slate Transaction is not conditioned on the JV Purchaser obtaining the debt financing. The Debt Commitment Letter is subject to a limited number of customary conditions to the funding of the debt financing.
Limited Guarantees
In addition, each of the Operating Partnership and certain affiliates of Everview have entered into limited guarantees in favor of Slate (the “Slate Limited Guarantees”), pursuant to which they have guaranteed, on a several basis, certain payment obligations of the JV Purchaser under the Arrangement Agreement, including the Purchaser Termination Fee and certain other guaranteed obligations, subject to the terms and conditions of Slate Limited Guarantees.
Specific Performance
Under specified circumstances, including where all conditions to the JV Purchaser’s obligation to close have been satisfied and the JV Purchaser fails to consummate the closing, Slate is entitled to seek specific performance to cause the JV Purchaser to draw down and fund the equity financing under the Equity Commitment Letters and to consummate the Arrangement, subject to the terms and conditions set forth in the Arrangement Agreement. In no event may Slate receive both a grant of specific performance and the Purchaser Termination Fee. Slate does not have any right to require Brixmor or the Operating Partnership to fund Everview’s commitments under its Equity Commitment Letter in the event of a breach by Everview of its commitments under such Equity Commitment Letter.
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