Brixmor Property Group Inc
For the period ended Dec 31, 2024. Filed Feb 10, 2025.
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FY2024 · Filed Feb 10, 2025
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Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibit and Financial Statement Schedules
(a) Documents filed as part of this report
| 1 | CONSOLIDATED STATEMENTS | |
| Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | F-2 | |
| Brixmor Property Group Inc.: | ||
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | F-8 | |
| Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 | F-9 | |
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 | F-10 | |
| Consolidated Statement of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022 | F-11 | |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 | F-12 | |
| Brixmor Operating Partnership LP: | ||
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | F-13 | |
| Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 | F-14 | |
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 | F-15 | |
| Consolidated Statement of Changes in Capital for the Years Ended December 31, 2024, 2023 and 2022 | F-16 | |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 | F-17 | |
| Notes to Consolidated Financial Statements | F-18 | |
| 2 | CONSOLIDATED FINANCIAL STATEMENT SCHEDULES | |
| Schedule II – Valuation and Qualifying Accounts | F-43 | |
| Schedule III – Real Estate and Accumulated Depreciation | F-44 | |
| All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. |
(b)Exhibits. The following documents are filed as exhibits to this report:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · File No. · Date ofFiling · ExhibitNumber · FiledHerewith | |||||
| 3.1 | Articles of Incorporation of Brixmor Property Group Inc., dated as of November 4, 2013 | 8-K | 001-36160 | 11/4/2013 | 3.1 |
| 3.2 | Third Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of July 24, 2024 | 8-K | 001-36160 | 7/24/2024 | 3.1 |
| 3.3 | Amended and Restated Certificate of Limited Partnership of Brixmor Operating Partnership LP | 10-K | 001-36160 | 3/12/2014 | 10.7 |
| 3.4 | Second Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of October 28, 2019, by and among Brixmor OP GP LLC, as General Partner, BPG Subsidiary Inc., as Limited Partner, BPG Sub LLC, as Limited Partner, and the other limited partners from time to time party thereto | 10-Q | 001-36160 | 10/28/2019 | 3.1 |
| 4.1 | Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee (the “2015 Indenture”) | 8-K | 001-36160 | 1/21/2015 | 4.1 |
| 4.2 | First Supplemental Indenture to the 2015 Indenture, dated January 21, 2015, among Brixmor Operating Partnership LP, as issuer, and Brixmor OP GP LLC and BPG Subsidiary Inc., as possible future guarantors, and The Bank of New York Mellon, as trustee | 8-K | 001-36160 | 1/21/2015 | 4.2 |
| 4.3 | Third Supplemental Indenture to the 2015 Indenture, dated June 13, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 00-36160 | 6/13/2016 | 4.2 |
| 4.4 | Fifth Supplemental Indenture to the 2015 Indenture, dated March 8, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 00-36160 | 3/8/2017 | 4.2 |
| 4.5 | Eighth Supplemental Indenture to the 2015 Indenture, dated May 10, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 00-36160 | 5/10/2019 | 4.2 |
| 4.6 | Amendment No. 1 to the Eighth Supplemental Indenture to the 2015 Indenture, dated May 10, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 00-36160 | 8/15/2019 | 4.3 |
| 4.7 | Ninth Supplemental Indenture to the 2015 Indenture, dated June 10, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 001-36160 | 6/10/2020 | 4.2 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · File No. · Date ofFiling · ExhibitNumber · FiledHerewith | |||||
| 4.8 | Amendment No. 1 to the Ninth Supplemental Indenture to the 2015 Indenture, dated August 20, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 001-36160 | 8/20/2020 | 4.3 |
| 4.9 | Tenth Supplemental Indenture to the 2015 Indenture, dated March 5, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 001-36160 | 3/5/2021 | 4.2 |
| 4.10 | Eleventh Supplemental Indenture to the 2015 Indenture, dated August 16, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 001-36160 | 8/16/2021 | 4.2 |
| 4.11 | Twelfth Supplemental Indenture to the 2015 Indenture, dated January 12, 2024, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 001-36160 | 1/12/2024 | 4.2 |
| 4.12 | Thirteenth Supplemental Indenture to the 2015 Indenture, dated May 28, 2024, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee | 8-K | 001-36160 | 5/28/2024 | 4.2 |
| 4.13 | Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”) | S-3 | 33-61383 | 7/28/1995 | 4.2 |
| 4.14 | First Supplemental Indenture to the 1995 Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company | 10-Q | 001-12244 | 11/12/1999 | 10.2 |
| 4.15 | Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust Company, National Association | 10-Q | 001-12244 | 8/9/2007 | 4.2 |
| 4.16 | Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro NP LLC and U.S. Bank Trust Company, National Association | S-11 | 333-190002 | 8/23/2013 | 4.4 |
| 4.17 | Supplemental Indenture to the 1995 Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust Company, National Association | 8-K | 001-36160 | 10/17/2014 | 4.1 |
| 4.18 | Indenture, dated as of February 3, 1999, among the New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and State Street Bank and Trust Company, as Trustee (the “1999 Indenture”) | 8-K | 001-12244 | 2/3/1999 | 4.1 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Date ofFiling | ExhibitNumber | FiledHerewith |
| 4.19 | Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC, New Plan Realty Trust, LLC and U.S. Bank Trust National Association | 10-Q | 001-12244 | 8/9/2007 | 4.3 | |
| 4.20 | Description of Registered Securities | 10-K | 001-36160 | 2/7/2022 | 4.22 | |
| 10.1* | 2022 Omnibus Incentive Plan | 8-K | 001-36160 | 4/29/2022 | 10.1 | |
| 10.2* | Form of Director and Officer Indemnification Agreement | S-11 | 333-190002 | 8/23/2013 | 10.19 | |
| 10.3* | Form of Director Restricted Stock Award Agreement | 10-K | 001-36160 | 2/13/2023 | 10.3 | |
| 10.4* | Form of Brixmor Property Group Inc. Restricted Stock Unit Agreement (TRSUs, PRSUs, and OPRSUs) | — | — | — | — | x |
| 10.5* | Employment Agreement, dated April 12, 2016, by and between Brixmor Property Group Inc. and James M. Taylor | 10-Q | 001-36160 | 7/25/2016 | 10.1 | |
| 10.6* | First Amendment to Employment Agreement, dated February 2, 2021, by and between Brixmor Property Group Inc. and James M. Taylor | 8-K | 001-36160 | 2/4/2021 | 10.1 | |
| 10.7* | Employment Agreement, dated May 11, 2016, by and between Brixmor Property Group Inc. and Mark T. Horgan | 10-K | 001-36160 | 2/13/2017 | 10.22 | |
| 10.8* | First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Mark T. Horgan | 8-K | 001-36160 | 3/8/2019 | 10.2 | |
| 10.9* | Second Amendment to Employment Agreement, dated February 1, 2022, by and between Brixmor Property Group Inc. and Mark T. Horgan | 8-K | 001-36160 | 2/4/2022 | 10.2 | |
| 10.10* | Third Amendment to Employment Agreement, dated February 5, 2025, by and between Brixmor Property Group Inc. and Mark T. Horgan | 8-K | 001-36160 | 2/7/2025 | 10.1 | |
| 10.11* | Employment Agreement, dated November 1, 2011, by and between Brixmor Property Group Inc. and Steven F. Siegel | S-11 | 333-190002 | 8/23/2013 | 10.23 | |
| 10.12* | First Amendment to Employment Agreement, dated February 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel | 10-Q | 001-36160 | 4/29/2019 | 10.3 | |
| 10.13* | Second Amendment to Employment Agreement, dated April 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel | 10-Q | 001-36160 | 4/29/2019 | 10.4 | |
| 10.14* | Employment Agreement, dated July 24, 2024, by and between Brixmor Property Group Inc. and Steven T. Gallagher | 8-K | 001-36160 | 7/24/2024 | 10.2 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Date ofFiling | ExhibitNumber | FiledHerewith |
| 10.15* | Amended and Restated Employment Agreement, dated July 24, 2024, by and between Brixmor Property Group Inc. and Brian T. Finnegan | 8-K | 001-36160 | 7/24/2024 | 10.1 | |
| 10.16 | Third Amended and Restated Revolving Credit Agreement, dated as of April 28, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto | 10-Q | 001-36160 | 5/2/2022 | 10.1 | |
| 10.17 | Amended and Restated Term Loan Agreement, dated as of April 28, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto | 10-Q | 001-36160 | 5/2/2022 | 10.2 | |
| 10.18 | Amendment No. 1 to Amended and Restated Term Loan Agreement, dated as of July 7, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto | 10-K | 001-36160 | 2/13/2023 | 10.19 | |
| 19.1 | Policies and Procedures for Trading in Securities of Brixmor Property Group Inc. by Directors, Executive Officers, and Access Employees | — | — | — | — | x |
| 21.1 | Subsidiaries of the Brixmor Property Group Inc. | — | — | — | — | x |
| 21.1 | Subsidiaries of the Brixmor Operating Partnership LP | — | — | — | — | x |
| 23.1 | Consent of Deloitte & Touche LLP for Brixmor Property Group Inc. | — | — | — | — | x |
| 23.2 | Consent of Deloitte & Touche LLP for Brixmor Operating Partnership LP | — | — | — | — | x |
| 31.1 | Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x |
| 31.2 | Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x |
| 31.3 | Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Date ofFiling | ExhibitNumber | FiledHerewith |
| 31.4 | Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x |
| 32.1 | Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x |
| 32.2 | Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | x |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | 10-K | 001-36160 | 2/12/2024 | 97.1 | |
| 99.1 | Property List | — | — | — | — | x |
| 101.INS | XBRL Instance Document | — | — | — | — | x |
| 101.SCH | XBRL Taxonomy Extension Schema Document | — | — | — | — | x |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | — | — | — | — | x |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | — | — | — | — | x |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | — | — | — | — | x |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | — | — | — | — | x |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) | x | ||||
- Indicates management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.