10-K 1 bpginc1231201310-k.htm 10-K Brixmor Property Group Inc. 12.31.2013 10-K





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
S
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to_____
Commission File Number: 001-36160
Brixmor Property Group Inc.
(Exact name of registrant as specified in its charter)
Maryland
 
45-2433192
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

420 Lexington Avenue, New York, New York 10170
(Address of principal executive offices) (Zip code)

212-869-3000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.01 per share.
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No S

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No S

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
£
 
Accelerated filer
£
Non-accelerated filer
S
 
Smaller reporting company
£
(Do not check if a smaller reporting company)
 
 
 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2013, was $0.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

229,689,960 common shares outstanding as of March 1, 2014

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant's Annual Meeting of Stockholders to be held on June 12, 2014 will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SEC not later than 120 days after the registrant's fiscal year ended December 31, 2013.




TABLE OF CONTENTS

Item No.
 
Page
Part I
1.
Business
1A.
Risk Factors
1B.
Unresolved Staff Comments
2.
Properties
3.
Legal Proceedings
4.
Mine Safety Disclosures
Part II
5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6.
Selected Financial Data
7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
7A.
Quantitative and Qualitative Disclosures about Market Risk
8
Financial Statements and Supplementary Data
9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A.
Controls and Procedures
9B
Other Information
Part III
10.
Directors, Executive Officers, and Corporate Governance
11.
Executive Compensation
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13.
Certain Relationships and Related Transactions, and Director Independence
14.
Principal Accounting Fees and Services
Part IV
15.
Exhibits and Financial Statement Schedules


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Forward-Looking Statements


This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in this report, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward-looking statements speak only as of the date of this report, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Unless otherwise stated or indicated by context, all references to “we,” “us,” “our,” “ours,” “Brixmor” or the “Company” in this Annual Report refer to Brixmor Property Group Inc. and its consolidated subsidiaries.

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PART I


Item 1.     Business
Brixmor Property Group Inc. is an internally-managed real estate investment trust ("REIT") that owns and operates the largest wholly owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. Our portfolio as of December 31, 2013 was comprised of 558  shopping centers (“Total Portfolio”), including 522 shopping centers in our IPO Portfolio (see below) and 36 Non-Core Properties (see below).  In our IPO Portfolio, 521 of the shopping centers are 100% owned (“Consolidated Portfolio”). Our IPO Portfolio has approximately 87 million sq.ft. of gross leasable area ("GLA"). This high quality national portfolio is well diversified by geography, tenancy and retail format, with 70% of our shopping centers anchored by market-leading grocers. Our four largest tenants by annualized base rent (“ABR”) are The Kroger Co., TJX Companies, Wal-Mart Stores, Inc. and Publix Supermarkets, Inc. Our community and neighborhood shopping centers provide a mix of necessity and value-oriented retailers and are primarily located in the top 50 Metropolitan Statistical Areas (“MSAs"), surrounded by dense populations in established trade areas. Our company is led by a proven management team that is supported by a fully-integrated, scalable retail real estate operating platform. At December 31, 2013, our IPO Portfolio was 92.4% leased as compared to 91.3% at December 31, 2012.
On November 4, 2013 we completed an initial public offering (“IPO”) in which we sold approximately 47.4 million shares of our common stock, at an initial public offering price of $20.00 per share. We received net proceeds from the sale of shares in the IPO of approximately $893.9 million, after deducting $54.9 million in underwriting discounts, expenses and transaction costs. Of the total proceeds received, $824.7 million was used to pay down amounts outstanding under our unsecured credit facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Initial Public Offering and IPO Property Transfers.”
In connection with the IPO, we acquired interests in 43 properties (the “Acquired Properties”) from certain investment funds affiliated with The Blackstone Group L.P. (together with such affiliated funds, “Blackstone”) in exchange for 15,877,791 common units of partnership interest (the “OP Units”) in Brixmor Operating Partnership LP (the “Operating Partnership”) having a value equivalent to the value of the Acquired Properties. In connection with the acquisition of the Acquired Properties, we repaid $66.6 million of indebtedness to Blackstone attributable to certain of the Acquired Properties with a portion of the net proceeds of the IPO.
Also in connection with the IPO, the Company created a separate series of interest in the Operating Partnership that allocates to certain funds affiliated with The Blackstone Group L.P. and Centerbridge Partners, L.P. (owners of the Operating Partnership prior to the IPO) (the “pre-IPO owners”) all of the economic consequences of ownership of the Operating Partnership’s interest in 47 properties that the Operating Partnership historically held in its portfolio (the “Non-Core Properties”).  During 2013. the Company disposed of 11 of the Non-Core Properties. As of December 31, 2013 the Company owned a 100% interest in 33 of the Non-Core Properties and a 20% interest in three of the Non-Core Properties.  On January 15, 2014, the Operating Partnership caused all but one of the Non-Core Properties to be transferred to the pre-IPO owners.  It is expected that the Operating Partnership will transfer the one remaining Non-Core Property and redeem the separate series of interest in the Operating Partnership. The consolidated financial statements of the Company for the years ended December 31, 2013 and December 31, 2012 do not reflect the transfer of the 47 Non-Core Properties.
We refer to the acquisition of the Acquired Properties and the distribution of the Non-Core Properties as the "IPO Property Transfers" and to the properties that we owned immediately following the IPO Property Transfers as our "IPO Portfolio". Unless the context requires otherwise, when describing our portfolio of properties throughout this Form 10-K, we are referring to our IPO Portfolio.





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Our Shopping Centers
The following table provides summary information regarding our IPO Portfolio as of December 31, 2013.
Number of shopping centers
522
Gross leasable area (sq. ft.)
86.8 million
Percent grocery-anchored shopping centers (1)
70%
Average shopping center GLA (sq. ft.)
166,300
Occupancy
92%
Average ABR/SF
$11.93
Percent of ABR in top 50 U.S. MSAs
65%
Average effective age (2)
14 years
Percent of grocer anchors that are #1 or #2 in their respective markets (3)
77%
Average sales per square foot of GLA (“PSF”) of reporting grocers (4)
$525
Average population density (5)
183,000
Average household income (5)
$79,000

(1) Based on total number of shopping centers.
(2) Effective age is calculated based on the year of the most recent redevelopment of the shopping center or based on year built if no redevelopment has occurred.
(3) References to grocer anchors that are #1 or #2 are based on a combination of industry sources and management estimates of market share in these grocers’ respective markets and include all grocers identified by management as “specialty” grocers. Grocers that operate within a market under a shared banner but are owned by different parent companies and grocers that operate within a market under different banners but share a parent company are grouped as a single grocer.
(4) Year ended December 31, 2012.
(5) Demographics based on five-mile radius and weighted by ABR. Based on U.S. Census data provided by Synergos Technologies, Inc.
Business Objectives and Strategies
Our primary objective is to maximize total returns to our stockholders through a combination of growth and value-creation at the asset level supported by stable cash flows. We seek to achieve this through ownership of a large high quality, diversified portfolio of primarily grocery-anchored community and neighborhood shopping centers and by creating meaningful net operating income ("NOI") growth from this portfolio (see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Same Property NOI" - for information regarding our use of NOI, which is a non-GAAP measure). The major drivers of this growth will be a combination of occupancy increases across both our anchor and small shop space, positive rent spreads from below-market in-place rents and significant near-term lease rollover, through annual contractual rent increases across the portfolio and the realization of embedded anchor space repositioning / redevelopment opportunities. Our key strategies to achieve these objectives are summarized as follows and detailed below:
Leveraging our operating expertise to proactively lease and manage our assets
Achieving occupancy increases across both anchor and small shop space
Capitalizing on below-market expiring leases
Pursuing value-creating anchor space repositioning / redevelopment opportunities
Preserving portfolio diversification
Maintaining a flexible capital structure positioned for growth

Leveraging our Operating Expertise to Proactively Lease and Manage our Assets. We proactively manage our shopping centers with an emphasis on driving high occupancy rates with a solid base of nationally and regionally recognized tenants that generate substantial daily traffic. We also seek opportunities to refurbish, renovate and redevelop existing shopping centers, as appropriate, including expanding or repositioning existing tenants.

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We direct our leasing efforts at the corporate level through our national accounts team and at the regional level through our field network. We believe this strategy enables us to provide our national and regional retailers with a centralized, single point of contact, facilitates reviews of our entire shopping center portfolio and provides for standardized lease templates that streamline the lease execution process, while also accounting for market-specific trends.
Achieving Occupancy Increases Across Both Anchor and Small Shop Space. During 2013 we experienced strong leasing momentum in our IPO Portfolio and executed 787 new leases for an aggregate of approximately 3.4 million sq. ft., including 70 new anchor leases for spaces of at least 10,000 sq. ft., of which 31 were new leases for spaces of at least 20,000 sq. ft. As a result, our occupancy increased to 92.4% at December 31, 2013 from 91.3% at December 31, 2012 and the occupancy for spaces of at least 10,000 sq. ft. increased to 97.1% at December 31, 2013 from 96.1% at December 31, 2012. We believe that there is additional opportunity for further occupancy gains in our portfolio and that such improvement in anchor occupancy will drive strong new and renewal lease spreads and enable us to lease additional small shop space.
Capitalizing on Below-Market Expiring Leases. Our focus is to unlock opportunity and create value at the asset level and increase cash flow by increasing rental rates through the renewal of expiring leases or re-leasing of space to new tenants with limited downtime. As part of our targeted leasing strategy, we constantly seek to maximize rental rates and improve the tenant quality and credit profile of our portfolio. We believe our above average lease expiration schedule, as compared to our historic annual expirations, with below-market expiring rents will enable us to renew leases or sign new leases at higher rates. During 2013 in our IPO Portfolio, we experienced new lease rent spreads of 29.5% and blended lease spreads of 9.8%. We believe that this performance will continue given our future expiration schedule of 8.7% of our leased GLA due to expire in 2014, 15.2% in 2015 and 14.8% in 2016, with an average expiring ABR/SF of $11.13 compared to an average ABR/SF of $12.38 for new and renewal leases signed during 2013, with an average ABR/SF of $13.69 for new leases and $11.90 for renewal leases. This represents a significant near-term opportunity to mark a substantial percentage of the portfolio to market.
Pursuing Value-Creating Anchor Space Repositioning / Redevelopment Opportunities. We evaluate our IPO Portfolio on an ongoing basis to identify value-creating anchor space repositioning / redevelopment opportunities. These efforts are tenant-driven and focus on renovating, re-tenanting and repositioning assets and generally present higher risk-adjusted returns than new developments. Potential new projects include value-creation opportunities that have been previously identified within our portfolio, as well as new opportunities created by the lack of meaningful community and neighborhood shopping center development in the United States. We may occasionally seek to acquire non-owned anchor spaces and land parcels at, or adjacent, to our shopping centers in order to facilitate redevelopment projects. In addition, as we own a vast majority of our anchor spaces greater than 35,000 sq. ft., we have important operational control in the positioning of our shopping centers in the event an anchor ceases to operate and flexibility in working with new and existing anchor tenants as they seek to expand or reposition their stores.
During 2013, we completed 26 anchor space repositioning / redevelopment projects in our IPO Portfolio, with average targeted NOI yields of 18%. The aggregate cost of these projects was approximately $88.9 million. We expect average targeted NOI yields of 13% and an aggregate cost of $88.7 million for our 19 currently active anchor space repositioning / redevelopment projects.
As a result of the historically low number of new shopping center developments in the United States, redevelopment opportunities are critical in allowing us to meet space requirements for new store growth and accommodate the evolving prototypes of our retailers. We expect to maintain our current pace of anchor space repositioning / redevelopment projects over the foreseeable future. We believe such projects are critical to the success of our company, as it provides incremental growth in NOI, drives small shop leasing, improves the value and quality of our shopping centers and increases consumer traffic. We intend to fund these efforts through cash from operations.
Preserving Portfolio Diversification. We seek to achieve diversification by the geographic distribution of our shopping centers and the breadth of our tenant base and tenant business lines. We believe this diversification serves to insulate us from macro-economic cycles and reduces our exposure to any single market or retailer.
The shopping centers in our IPO Portfolio are strategically located across 38 states and throughout more than 170 MSAs, with 64.6% of our ABR derived from shopping centers located in the top 50 MSAs with no one MSA accounting for more than 6.6% of our ABR, in each case as of December 31, 2013.

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In total, we have approximately 5,600 diverse national, regional and local retailers with approximately 9,730 leases in our IPO Portfolio. As a result, our 10 largest tenants accounted for only 18.1% of our ABR, and our two largest tenants, Kroger and TJX Companies, together accounted for only 6.6% of our ABR as of December 31, 2013. Our largest shopping center represents only 1.5% of our ABR as of December 31, 2013.
Maintaining a Flexible Capital Structure Positioned for Growth. The capital structure resulting from our IPO and related transactions provides us with financial flexibility and capacity to fund our current growth capital needs, as well as future opportunities. In 2013, we completed a $2.75 billion unsecured credit facility with a lending group comprised of top-tier financial institutions under which we had $1.1 billion of undrawn capacity as of December 31, 2013. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Our Liquidity and Capital Resources.”
We believe we have strong access to multiple forms of capital, including unsecured corporate level debt, preferred equity and additional credit facilities, which will provide us with a competitive advantage over smaller, more highly leveraged or privately-held shopping center companies.
We intend to continue to enhance our financial and operating flexibility through ongoing commitment to ladder and extend the duration of our debt, further expand our unencumbered asset pool, and to pursue an investment grade credit rating with the major credit rating agencies.
The strategies discussed above are periodically reviewed by our Board of Directors and while it does not have any present intention to amend or revise its strategy, the Board of Directors may do so at anytime without a vote of the Company’s shareholders.
Competition
We face considerable competition in the leasing of real estate, which is a highly competitive market. We compete with a number of other companies in providing leases to prospective tenants and in re-leasing space to current tenants upon expiration of their respective leases. We believe that the principal competitive factors in attracting tenants in our market areas are location, co-tenants and physical conditions of our shopping centers. In this regard, we proactively manage and, where and when appropriate, redevelop and upgrade, our shopping centers, with an emphasis on maintaining high occupancy rates with a strong base of nationally and regionally recognized anchor tenants that generate substantial daily traffic. In addition, we believe that the breadth of our national portfolio of shopping centers, and the local knowledge and market intelligence derived from our regional operating team, as well as the close relationships we have established with certain major, national and regional retailers, allow us to maintain a competitive position.
Environmental Exposure
We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances or petroleum product releases at a property and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances released on or in our property or disposed of by us or our tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances. As is common with community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site gasoline retailing facilities. These operations could potentially result in environmental contamination at the properties. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral.
We are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline retailing facilities). There may also be asbestos-containing materials at some of our properties. While we do not expect the environmental conditions at our properties, for which exposure has been mitigated through insurance coverage specific to environmental conditions, considered as a whole, to have a material adverse effect on us, there can be no

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assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our portfolio.
Employees
As of December 31, 2013, we had approximately 456 employees. Four of our employees are covered by a collective bargaining agreement, and we consider our employee relations to be good.
Financial Information about Industry Segments
Our principal business is the ownership and operation of community and neighborhood shopping centers. We do not distinguish or group our operations on a geographical basis when measuring performance. Accordingly, we believe we have a single reportable segment for disclosure purposes in accordance with GAAP. In the opinion of our management, no material part of our and our subsidiaries’ business is dependent upon a single tenant, the loss of any one of which would have a material adverse effect on us, and no single tenant accounts for 5% or more of our consolidated revenues. During 2013, no single shopping center and no one tenant accounted for more than 5% of our consolidated assets or consolidated revenues.
REIT Qualification
We made a tax election to be treated as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2011 and expect to continue to operate so as to qualify as a REIT. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on net taxable income that we distribute annually to our stockholders. In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the real estate qualification of sources of our income, the composition and values of our assets, the amounts we distribute to our stockholders and the diversity of ownership of our stock. In order to comply with REIT requirements, we may need to forego otherwise attractive opportunities and limit our expansion opportunities and the manner in which we conduct our operations. See “Risk Factors-Risks Related to our REIT Status and Certain Other Tax Items.”
Corporate Headquarters
Brixmor Property Group Inc., a Maryland corporation, was incorporated in Delaware on May 27, 2011, changed its name to Brixmor Property Group Inc. on June 17, 2013 and changed its jurisdiction of incorporation to Maryland on November 4, 2013. Our principal executive offices are located at 420 Lexington Avenue, New York, New York 10170, and our telephone number is (212) 869-3000.
Our website address is www.brixmor.com. Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K. We make available free of charge on our website or provide a link on our website to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC. To access these filings, go to the “Financial Information” portion of our “Investors” page on our website, and then click on “SEC Filings.” You may also read and copy any document we file at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. Call the SEC at 1-800-SEC-0330 for further information on the public reference room. In addition, these reports and the other documents we file with the SEC are available at a website maintained by the SEC at htttp:\\www.sec.gov.
From time to time, we may use our website as a channel of distribution of material information. Financial and other material information regarding our company is routinely posted on and accessible at www.brixmor.com. In addition, you may automatically receive e-mail alerts and other information about our company by enrolling your e-mail address by visiting “Email Alerts” under the “Information Request” section of the “Investors” portion of our website at http:\\www.brixmor.com.

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Item 1A. Risk Factors

Risks Related to Our Properties and Our Business

Adverse global, national and regional economic, market and real estate conditions may adversely affect our performance.

Properties in our portfolio consist of community and neighborhood shopping centers. Our performance is, therefore, subject to risks associated with owning and operating these types of real estate assets, including: (1) changes in national, regional and local economic climates; (2) local conditions, including an oversupply of space in, or a reduction on demand for, properties similar to those in our portfolio; (3) the attractiveness of properties in our portfolio to tenants; (4) the financial stability of tenants, including the ability of tenants to pay rent; (5) competition from other available properties; (6) changes in market rental rates; (7) changes in demographics (including number of households and average household income) surrounding our properties; (8) the need to periodically fund the costs to repair, renovate and re-lease space; (9) changes in operating costs, including costs for maintenance, utilities, insurance and real estate taxes; (10) earthquakes, tornadoes, hurricanes and other natural disasters, civil unrest, terrorist acts or acts of war, which may result in uninsured or underinsured losses; (11) the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; and (12) changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.
Additionally, because properties in our portfolio consist of shopping centers, our performance is linked to general economic conditions in the market for retail space. The market for retail space has been and may continue to be adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the consolidation in the retail sector, the excess amount of retail space in certain markets and increasing consumer purchases via the internet. To the extent that any of these conditions worsen, they are likely to affect market rents and overall demand for retail space. In addition, we may face challenges in property management and maintenance or incur increased operating costs, such as real estate taxes, insurance and utilities, which may make properties unattractive to tenants. The loss of rental revenues from a number of our tenants and our inability to replace such tenants may adversely affect our profitability and ability to meet our debt and other financial obligations.

We face considerable competition in the leasing market and may be unable to renew leases or re-lease space as leases expire. Consequently, we may be required to make rent or other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants, which could adversely affect our financial condition and results of operations.

We compete with a number of other companies in providing leases to prospective tenants and in re-leasing space to current tenants upon expiration of their respective leases. If our tenants decide not to renew or extend their leases upon expiration, we may not be able to re-lease the space. Even if the tenants do renew or we can re-lease the space, the terms of renewal or re-leasing, including the cost of required renovations or concessions to tenants, may be less favorable or more costly than current lease terms or than expectations for the space. As of December 31, 2013, leases are scheduled to expire on a total of approximately 8.7% of leased GLA at our properties in our IPO Portfolio during 2014. We may be unable to promptly renew the leases or re-lease this space, or the rental rates upon renewal or re-leasing may be significantly lower than expected rates, which could adversely affect our financial condition and results of operations.

We face considerable competition for the tenancy of our lessees and the business of retail shoppers.

There are numerous shopping venues that compete with our properties in attracting retailers to lease space and shoppers to patronize their properties. In addition, tenants at our properties face continued competition from retailers at regional malls, outlet malls and other shopping centers, catalog companies and internet sales. In order to maintain our attractiveness to retailers and shoppers, we are required to reinvest in our properties in the form of capital improvements. If we fail to reinvest in and redevelop our properties so as to maintain their attractiveness to retailers and shoppers, our revenue and profitability may suffer. If retailers or shoppers perceive that shopping at other venues, online or by phone is more convenient, cost-effective or otherwise more attractive, our revenues and profitability may also suffer.



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Our performance depends on the collection of rent from the tenants at the properties in our portfolio, those tenants’ financial condition and the ability of those tenants to maintain their leases.

A substantial portion of our income is derived from rental income from real property. As a result, our performance depends on the collection of rent from tenants at the properties in our portfolio. Our income would be negatively affected if a significant number of the tenants at the properties in our portfolio or any major tenants, among other things: (1) decline to extend or renew leases upon expiration; (2) renew leases at lower rates; (3) fail to make rental payments when due; (4) experience a downturn in their business; or (5) become bankrupt or insolvent.
Any of these actions could result in the termination of the tenant’s lease and our loss of rental income. In addition, under certain lease agreements, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other tenants in such shopping centers. In these events, we cannot be certain that any tenant whose lease expires will renew or that we will be able to re-lease space on economically advantageous terms. The loss of rental revenues from a number of tenants and difficulty replacing such tenants, particularly in the case of a substantial tenant with leases in multiple locations, may adversely affect our profitability and our ability to meet debt and other financial obligations.

We may be unable to collect balances due from tenants that file for bankruptcy protection.

If a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre-bankruptcy amounts owed by that party. In addition, a tenant that files for bankruptcy protection may terminate its lease with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term, which could adversely affect our financial condition and results of operations.

Real estate property investments are illiquid, and it may not be possible to dispose of assets when appropriate or on favorable terms.

Real estate property investments generally cannot be disposed of quickly, and a return of capital and realization of gains, if any, from an investment generally occur upon the disposition or refinancing of the underlying property. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties, and we cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure our stockholders that we will have funds available to correct such defects or to make such improvements and, therefore, we may be unable to sell the property or may have to sell it at a reduced cost. As a result of these real estate market characteristics, we may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices or within any desired period of time. The ability to sell assets in our portfolio may also be restricted by certain covenants in our debt agreements and the credit agreement governing our Unsecured Credit Facility. As a result, we may be required to dispose of assets on less than favorable terms, if at all, and we may be unable to vary our portfolio in response to economic or other conditions, which could adversely affect our financial position.

Our expenses may remain constant or increase, even if income from our properties decreases, causing our financial condition and results of operations to be adversely affected.

Costs associated with our business, such as mortgage payments, real estate and personal property taxes, insurance, utilities and corporate expenses, are relatively inflexible and generally do not decrease, and may increase, when a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause our revenues to decrease. If we are unable to decrease our operating costs when our revenue declines, our financial condition, results of operations and ability to make distributions to our stockholders may be adversely affected. In addition, inflationary price increases could result in increased operating costs for us and our tenants and, to the extent we are unable to pass along those price increases or are unable to recover operating expenses from tenants, our operating expenses may increase, which could adversely affect our financial condition, results of operations and ability to make distributions to our stockholders. Conversely, deflation can result in a decline in general price levels caused by a decreased in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand.



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Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.

We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance existing indebtedness on our properties as necessary or the terms of the refinancing may be less favorable to us than the terms of existing debt; (3) required debt payments are not reduced if the economic performance of any property declines; (4) debt service obligations could reduce funds available for distribution to our stockholders and funds available for capital investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; and (6) the risk that necessary capital expenditures for purposes such as re-leasing space cannot be financed on favorable terms. The aggregate principal amount of our existing indebtedness that will mature in 2014 is $328.0 million as of December 31, 2013. It is expected that this maturity will be primarily addressed through borrowings under the Unsecured Credit Facility and other unsecured borrowings. If a property is mortgaged to secure payment of indebtedness and we cannot make the mortgage payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property. Any of these risks could place strains on our cash flows, reduce our ability to grow and adversely affect our results of operations.

We utilize a significant amount of indebtedness in the operation of our business.

As of December 31, 2013, we had approximately $6.1 billion aggregate principal amount of indebtedness outstanding. Our leverage could have important consequences to us. For example, it could (1) result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross default or cross-acceleration provisions, other debt; (2) result in the loss of assets, including our shopping centers, due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds; (3) materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all; (4) require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes; (5) increase our vulnerability to an economic downturn; (6) limit our ability to withstand competitive pressures; or (7) reduce our flexibility to respond to changing business and economic conditions.
If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

 
We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations.

We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us. Our inability to obtain financing could have negative effects on our business. Among other things, we could have great difficulty acquiring, re-developing or maintaining our properties, which would materially and adversely affect our business strategy and portfolio, and may result in our (1) liquidity being adversely affected; (2) inability to repay or refinance our indebtedness on or before its maturity; (3) making higher interest and principal payments or selling some of our assets on terms unfavorable to us to service our indebtedness; or (4) issuing additional capital stock, which could further dilute the ownership of our existing stockholders.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our Unsecured Credit Facility bear interest at variable rates and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows will correspondingly decrease. Assuming all capacity under our Unsecured Credit Facility was fully drawn, each quarter point change in interest rates would result in a $3.1 million change in annual interest expense on our indebtedness under our new Unsecured Credit Facility. We have entered into interest rate swaps that involve the exchange of floating for fixed rate interest

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payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

As of December 31, 2013, mortgage debt outstanding was approximately $3.9 billion, excluding the impact of unamortized premiums. If a property or group of properties is mortgaged to secure payment of debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on the property, resulting in a loss of our investment. Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss. Also, certain of the mortgages contain customary negative covenants which, among other things, limit our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases or materially modify existing leases with respect to the property.

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

Our debt agreements contain financial and/or operating covenants, including, among other things, certain coverage ratios, as well as limitations on the ability to incur secured and unsecured debt. These covenants may limit our operational flexibility and acquisition and disposition activities. Moreover, if any of the covenants in these debt agreements are breached and not cured within the applicable cure period, we could be required to repay the debt immediately, even in the absence of a payment default. As a result, a default under applicable debt covenants could have an adverse effect on our financial condition or results of operations.

Current and future redevelopment or real estate property acquisitions may not yield expected returns.

We are involved in several redevelopment projects and may invest in additional redevelopment projects and property acquisitions in the future. Redevelopment and property acquisitions are subject to a number of risks, including: (1) abandonment of redevelopment or acquisition activities after expending resources to determine feasibility; (2) construction and/or lease-up delays; (3) cost overruns, including construction costs that exceed original estimates; (4) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; (5) inability to operate successfully in new markets where new properties are located; (6) inability to successfully integrate new properties into existing operations; (7) difficulty obtaining financing on acceptable terms or paying operating expenses and debt service costs associated with redevelopment properties prior to sufficient occupancy; (8) delays or failures to obtain necessary zoning, occupancy, land use and other governmental permits; (9) exposure to fluctuations in the general economy due to the significant time lag between commencement and completion of redevelopment projects; and (10) changes in zoning and land use laws. If any of these events occur, overall project costs may significantly exceed initial cost estimates, which could result in reduced returns or losses from such investments. In addition, we may not have sufficient liquidity to fund such projects, and delays in the completion of a redevelopment project may provide various tenants the right to withdraw from a property.

An uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in our portfolio.

We carry comprehensive liability, fire, extended coverage, rental loss and acts of terrorism insurance with policy specifications and insured limits customarily carried for similar properties. There are, however, certain types of losses, such as from hurricanes, tornadoes, floods, terrorism, wars or earthquakes, which may be uninsurable, or the cost of insuring against such losses may not be economically justifiable. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property, on the premises, due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial

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deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our operating results and financial condition.

Environmental conditions that exist at some of our properties could result in significant unexpected costs.

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances or petroleum product releases at a property and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances released on or in our property or disposed of by us or our tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances. As is common with community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site gasoline retailing facilities. These operations could potentially result in environmental contamination at the properties. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral.
We are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline retailing facilities). There may also be asbestos-containing materials at some of our properties. While we do not expect the environmental conditions at our properties, considered as a whole, to have a material adverse effect on us, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our portfolio.
Further information relating to recognition of remediation obligation in accordance with GAAP is provided in the consolidated financial statements and notes thereto included in this report.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that adversely affect our cash flows.

All of the properties in our portfolio are required to comply with the Americans with Disabilities Act (“ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in imposition of fines by the United States government or an award of damages to private litigants, or both. Although we believe the properties in our portfolio substantially comply with present requirements of the ADA, we have not conducted an audit or investigation of all of our properties to determine our compliance. While the tenants to whom our properties are leased are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. As a result, we could be required to expend funds to comply with the provisions of the ADA, which could adversely affect our results of operations and financial condition. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to the properties. We may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate the properties subject to, those requirements. The resulting expenditures and restrictions could have a material adverse effect on our ability to meet our financial obligations.

We have experienced losses in the past, and we may experience similar losses in the future.

For each of the years ended December 31, 2013 and 2012 and the period from January 1, 2011 to June 27, 2011, we experienced net losses. Our losses are primarily attributable to non-cash items, such as depreciation, amortization and impairments. Please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this

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form 10-K for a discussion of our operational history and the factors accounting for such losses. We cannot assure you that, in the future, we will be profitable or that we will realize growth in the value of our assets.

Our real estate assets may be subject to impairment charges.

On a periodic basis, we assess whether there are any indicators that the value of our real estate assets and other investments may be impaired. A property’s value is considered to be impaired only if the estimated aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. In our estimate of cash flows, we consider factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. If we are evaluating the potential sale of an asset or development alternatives, the undiscounted future cash flows considers the most likely course of action at the balance sheet date based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. These assessments may have a direct impact on our earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.

 We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.

We rely extensively on computer systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password change events, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee such efforts will be successful in preventing a cyber attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful attack could disrupt and affect the business operations.

We are highly dependent upon senior management, and failure to attract and retain key members of senior management could have a material adverse effect on us.

We are highly dependent on the performance and continued efforts of the senior management team. Our future success is dependent on our ability to continue to attract and retain qualified executive officers and senior management. Any inability to manage our operations effectively could have a material adverse effect on our business, financial condition, results of operations, cash flow, capital resources and liquidity.

We face competition in pursuing acquisition opportunities that could increase our costs.

We continue to evaluate the market for available properties and may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate or re-develop them is subject to a number of risks. We may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including from other REITs and institutional investment funds. Even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price.

Risks Related to Our Organization and Structure

We are controlled by Blackstone.

Affiliates of Blackstone beneficially own shares of our common stock providing them with an aggregate 70.3% of the total voting power of Brixmor Property Group Inc. Moreover, under our bylaws and our stockholders’ agreement with Blackstone and its affiliates, while our pre-IPO owners and their affiliates retain significant ownership of us, we will agree to nominate to our board individuals designated by Blackstone, whom we refer to as the “Blackstone Directors.” Even when Blackstone and its affiliates cease to own shares of our stock representing a majority of the

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total voting power, for so long as Blackstone continues to own a significant percentage of our stock, Blackstone will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval. Accordingly, until such time, Blackstone will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as Blackstone continues to own a significant percentage of our stock, Blackstone will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock.

 We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You do not have the same protections afforded to stockholders of companies that are subject to such requirements.

Affiliates of Blackstone control a majority of the combined voting power of all classes of our stock entitled to vote generally in the election of directors. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

we have a board that is comprised of a majority of “independent directors,” as defined under the rules of such exchange;
we have a compensation committee that is comprised entirely of independent directors; and
we have a nominating and corporate governance committee that is comprised entirely of independent directors.

We intend to utilize these exemptions. As a result, a majority of the directors on our board will not be independent within one year of the date of listing of our common stock. In addition, the Compensation Committee and the Nominating and Corporate Governance Committee of our board of directors will not consist entirely of independent directors or be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

We assumed existing liabilities of the Acquired Properties acquired in conjunction with the IPO Property Transfers.

As part of the IPO Property Transfers, we assumed existing liabilities of the Acquired Properties and of the legal entities that own these properties. Although we managed these properties for Blackstone prior to the IPO Property Transfers and were generally aware of their liabilities, as well as the insurance in place to address such risks, our recourse against Blackstone is limited by the terms of the agreements entered into with Blackstone in connection with the IPO Property Transfers. Because many liabilities, including tax liabilities, may not be identified within such period, we may have no recourse against Blackstone for our assumed liabilities. In addition, such indemnification is capped and may not be sufficient to cover all liabilities assumed. Moreover, we may choose not to enforce, or to enforce less vigorously, our rights under these indemnification agreements due to our ongoing relationship with Blackstone. We are not entitled to indemnification from any other sources in connection with the IPO Property Transfers.

Our board of directors may approve the issuance of stock, including preferred stock, with terms that may discourage a third party from acquiring us.

Our charter permits our board of directors to authorize the issuance of stock in one or more classes or series. Our board of directors may also classify or reclassify any unissued stock and establish the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of any such stock, which rights may be superior to those of our common stock. Thus, our board of directors could authorize the issuance of shares of a class or series of stock with terms and conditions which could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our outstanding common stock might receive a premium for their shares over the then current market price of our common stock.

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Certain provisions in the organizational documents of our wholly owned subsidiary, BPG Subsidiary Inc. ("BPG Subsidiary") and the partnership agreement for our Operating Partnership may delay or prevent unsolicited acquisitions of us.

Provisions in the organizational documents of BPG Subsidiary and the partnership agreement for our Operating Partnership may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others:

redemption or exchange rights of qualifying parties;
transfer restrictions on the BPG Subsidiary Shares held by Brixmor Property Group Inc. and OP Units held directly or indirectly by Brixmor Property Group Inc. or BPG Subsidiary;
our inability in some cases to amend the charter documents of BPG Subsidiary or the partnership agreement of our Operating Partnership without the consent of the holders of the Outstanding BPG Subsidiary Shares or the Outstanding OP Units;
the right of the holders of the Outstanding BPG Subsidiary Shares or the Outstanding OP Units to consent to mergers involving us under specified circumstances; and
the right of the holders of the Outstanding OP Units to consent to transfers of the general partnership interest.

Any potential change of control transaction may be further limited as a result of provisions of the partnership unit designation for the OP Units, which require us to preserve the rights of OP Unit holders and may restrict us from amending the partnership agreement of our Operating Partnership in a manner that would have an adverse effect on the rights of Blackstone or other OP Unit holders. In addition, the charter and bylaws of BPG Subsidiary require us to preserve the rights of the holders of BPG Subsidiary Shares and these provisions may prevent us from amending the charter or bylaws for BPG Subsidiary in a manner that would have an adverse effect on the rights of the holders of BPG Subsidiary Shares.

Our bylaws generally may be amended only by our board of directors, which could limit your control of certain aspects of our corporate governance.

Our board of directors has the sole power to amend our bylaws, except that, so long as the stockholders’ agreement remains in effect, certain amendments to our bylaws will require the consent of Blackstone and amendments to our bylaws that would allow our board of directors to repeal its exemption of any transaction between us and any other person from the “business combination” provisions of the Maryland General Corporation Law (the “MGCL”) or the exemption of any acquisition of our stock from the “control share” provisions of the MGCL must be approved by our stockholders. Thus, our board may amend the bylaws in a way that may be detrimental to your interests.

Our board of directors may change significant corporate policies without stockholder approval.
 
Our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, will be determined by our board of directors. These policies may be amended or revised at any time and from time to time at the discretion of our board of directors without a vote of our stockholders. Our charter also provides that our board of directors may revoke or otherwise terminate our REIT election without approval of our stockholders, if it determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. In addition, our board of directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements. A change in these policies or the termination of our REIT election could have an adverse effect on our financial condition, our results of operations, our cash flow, the per share trading price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.







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Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Our charter eliminates the liability of our directors and officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law and our charter, our directors and officers do not have any liability to us or our stockholders for money damages other than liability resulting from:
 
actual receipt of an improper benefit or profit in money, property or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment and is material to the cause of action adjudicated.

Our charter authorizes us and our bylaws require us to indemnify each of our directors or officers who is or is threatened to be made a party to or witness in a proceeding by reason of his or her service in those or certain other capacities, to the maximum extent permitted by Maryland law, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her status as a present or former director or officer of us. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our stockholders may have more limited rights to recover money damages from our directors and officers than might otherwise exist absent these provisions in our charter and bylaws or that might exist with other companies, which could limit your recourse in the event of actions that are not in our best interests.

Our charter contains a provision that expressly permits Blackstone, our non-employee directors and certain of our pre-IPO owners, and their affiliates, to compete with us.

Blackstone may compete with us for investments in properties and for tenants. There is no assurance that any conflicts of interest created by such competition will be resolved in our favor. Moreover, Blackstone is in the business of making investments in companies and acquires and holds interests in businesses that compete directly or indirectly with us. Our charter provides that, to the maximum extent permitted from time to time by Maryland law, we renounce any interest or expectancy that we have in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by our directors or their affiliates, other than to those directors who are employed by us or our subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director, and none of Blackstone or Centerbridge, one of our pre-IPO owners, or any of their respective affiliates, or any director who is not employed by us or any of his or her affiliates, will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we or our affiliates engage or propose to engage or to refrain from otherwise competing with us or our affiliates. Blackstone also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.
Our charter provides that, to the maximum extent permitted from time to time by Maryland law, Blackstone, Centerbridge and each of our non-employee directors (including those designated by Blackstone), and any of their affiliates, may:

acquire, hold and dispose of shares of our stock, the BPG Subsidiary Shares or OP Units for his or her own account or for the account of others, and exercise all of the rights of a stockholder of Brixmor Property Group Inc. or BPG Subsidiary, or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she or it were not our director or stockholder; and
in his, her or its personal capacity or in his, her or its capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in mortgages, real property or persons engaged in the real estate business.

Our charter also provides that, to the maximum extent permitted from time to time by Maryland law, in the event that Blackstone, Centerbridge, any non-employee director, or any of their respective affiliates, acquires knowledge of a potential transaction or other business opportunity, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and may take any such opportunity for itself, himself or herself or offer it to another person or entity unless the business opportunity is expressly offered to such person in his or her capacity as our director. These provisions may limit our ability to pursue business or investment opportunities that we might otherwise have had the opportunity to pursue, which could have an adverse effect on our

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financial condition, our results of operations, our cash flow, the per share trading price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.

Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders of OP Units.

Because we control the general partner of our Operating Partnership, we have fiduciary duties to the other limited partners in the operating partnership, the discharge of which may conflict with the interests of our stockholders. The limited partners of our Operating Partnership have agreed that, in the event of a conflict between the duties owed by our directors to us and, in our capacity as the controlling stockholder of the sole member of the general partner of our Operating Partnership, the fiduciary duties owed by the general partner of our Operating Partnership to such limited partners, we are under no obligation to give priority to the interests of such limited partners. However, those persons holding OP Units will have the right to vote on certain amendments to the operating partnership agreement (which require approval by a majority in interest of the limited partners, including BPG Subsidiary) and individually to approve certain amendments that would adversely affect their rights. These voting rights may be exercised in a manner that conflicts with the interests of our stockholders. For example, we are unable to modify the rights of limited partners to receive distributions as set forth in the operating partnership agreement in a manner that adversely affects their rights without their consent, even though such modification might be in the best interest of our stockholders.

We are required to disclose in our periodic reports filed with the Securities and Exchange Commission specified activities engaged in by our “affiliates.”

In August 2012, Congress enacted the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRSHRA”), which expands the scope of U.S. sanctions against Iran. More specifically, Section 219 of the ITRSHRA amended the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to require companies subject to Securities and Exchange Commission (“SEC”) reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain Office of Foreign Assets Control sanctions engaged in by the reporting company or any of its affiliates during the period covered by the relevant periodic report. In some cases, ITRSHRA requires companies to disclose these types of transactions even if they would otherwise be permissible under U.S. law. These companies are required to separately file with the SEC a notice that such activities have been disclosed in the relevant periodic report, and the SEC is required to post this notice of disclosure on its website and send the report to the U.S. President and certain U.S. Congressional committees. The U.S. President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation, to determine whether sanctions should be imposed. Under ITRSHRA, we are required to report if we or any of our “affiliates” knowingly engaged in certain specified activities during the period covered by the report. Because the SEC defines the term “affiliate” broadly, it includes any entity controlled by us as well as any person or entity that controls us or is under common control with us. Because we may be deemed to be a controlled affiliate of Blackstone, affiliates of Blackstone may also be considered our affiliates. Disclosure of such activity, even if such activity is not subject to sanctions under applicable law, and any sanctions actually imposed on us or our affiliates as a result of these activities, could harm our reputation and have a negative impact on our business.
 
Risks Related to our REIT Status and Certain Other Tax Items

If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability.

We expect to continue to operate so as to qualify as a REIT under the Code. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, we could fail to meet various compliance requirements, which could jeopardize our REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, then:

we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being subject to federal income tax on our taxable income at regular corporate income tax rates;

- 18 -



any resulting tax liability could be substantial and could have a material adverse effect on our book value;
unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and
we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.

REITs, in certain circumstances, may incur tax liabilities that would reduce our cash available for distribution to you.

Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state and local taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. We may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if we were to fail an income test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect) we would be subject to tax on the income that does not meet the income test requirements. We also may decide to retain net capital gain we earn from the sale or other disposition of our investments and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets, such as our TRSs, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to you.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our expansion opportunities.
 
In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, our sources of income, the nature of our investments in commercial real estate and related assets, the amounts we distribute to our stockholders and the ownership of our stock. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.

In order to qualify as a REIT, we must also ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets. The remainder of our investments in securities cannot include more than 10% of the outstanding voting securities of any one issuer or 10% of the total value of the outstanding securities of any one issuer unless we and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Code. The total value of all of our investments in taxable REIT subsidiaries cannot exceed 25% of the value of our total assets. In addition, no more than 5% of the value of our assets can consist of the securities of any one issuer other than a taxable REIT subsidiary. If we fail to comply with these requirements, we must dispose of a portion of our assets within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences.
 
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets, if not clearly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests that we must satisfy in order to maintain our qualification as a REIT. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the gross income tests. See “Material United States Federal Income Tax Considerations-Income Tests.” As a result of these rules, we intend to limit our use of advantageous hedging techniques or implement those hedges through a domestic TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater

- 19 -



risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRS.

Complying with REIT requirements may force us to borrow to make distributions to stockholders.

From time to time, our taxable income may be greater than our cash flow available for distribution to stockholders. If we do not have other funds available in these situations, we may be unable to distribute substantially all of our taxable income as required by the REIT provisions of the Code. Thus, we could be required to borrow funds, sell a portion of our assets at disadvantageous prices or find another alternative. These options could increase our costs or reduce our equity.

Our charter does not permit any person to own more than 9.8% of our outstanding common stock or of our outstanding stock of all classes or series, and attempts to acquire our common stock or our stock of all other classes or series in excess of these 9.8% limits would not be effective without an exemption from these limits by our board of directors.

For us to qualify as a REIT under the Code, not more than 50% of the value of our outstanding stock may be owned directly or indirectly, by five or fewer individuals (including certain entities treated as individuals for this purpose) during the last half of a taxable year. For the purpose of assisting our qualification as a REIT for federal income tax purposes, among other purposes, our charter prohibits beneficial or constructive ownership by any person of more than a certain percentage, currently 9.8%, in value or by number of shares, whichever is more restrictive, of the outstanding shares of our common stock or 9.8% in value of the outstanding shares of our stock, which we refer to as the “ownership limit.” The constructive ownership rules under the Code and our charter are complex and may cause shares of the outstanding common stock owned by a group of related persons to be deemed to be constructively owned by one person. As a result, the acquisition of less than 9.8% of our outstanding common stock or our stock by a person could cause a person to own constructively in excess of 9.8% of our outstanding common stock or our stock, respectively, and thus violate the ownership limit. There can be no assurance that our board of directors, as permitted in the charter, will not decrease this ownership limit in the future. Any attempt to own or transfer shares of our common stock in excess of the ownership limit without the consent of our board of directors will result either in the shares in excess of the limit being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such excess shares will not have any rights in such excess shares, or in the transfer being void.

The ownership limit may have the effect of precluding a change in control of us by a third party, even if such change in control would be in the best interests of our stockholders or would result in receipt of a premium to the price of our common stock (and even if such change in control would not reasonably jeopardize our REIT status). The exemptions to the ownership limit granted to date may limit our board of directors’ power to increase the ownership limit or grant further exemptions in the future.

We may choose to make distributions in our own stock, in which case you may be required to pay income taxes without receiving any cash dividends.

In connection with our qualification as a REIT, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make distributions that are payable in cash and/or shares of our common stock (which could account for up to 90% of the aggregate amount of such distributions) at the election of each stockholder. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to pay income taxes with respect to such distributions in excess of the cash portion of the distribution received. Accordingly, U.S. holders receiving a distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount it must include in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. holders, we may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such

- 20 -



distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividend income, such sale may put downward pressure on the market price of our common stock.
Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been addressed by the Internal Revenue Service (“IRS”). No assurance can be given that the IRS will not impose requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such taxable cash/stock distributions have not been met.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S. stockholders has been reduced by legislation to 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. Although this legislation does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

We are dependent on external sources of capital to finance our growth.

As with other REITs, but unlike corporations generally, our ability to finance our growth must largely be funded by external sources of capital because we generally will have to distribute to our stockholders 90% of our taxable income in order to qualify as a REIT, including taxable income where we do not receive corresponding cash. Our access to external capital will depend upon a number of factors, including general market conditions, the market’s perception of our growth potential, our current and potential future earnings, cash distributions and the market price of our common stock.

We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the price of our common stock.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure you that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. You are urged to consult with your tax advisor with respect to the impact of recent legislation on your investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares. Although REITs generally receive certain tax advantages compared to entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the approval of our stockholders.

Liquidation of assets may jeopardize our REIT qualification.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.

Our ownership of and relationship with any TRS is restricted, and a failure to comply with the restrictions would jeopardize our REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting

- 21 -



power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. The value of our interests in and thus the amount of assets held in a TRS may also be restricted by our need to qualify for an exclusion from regulation as an investment company under the Investment Company Act. A TRS will pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Any TRS we own, as a domestic TRS, will pay federal, state and local income tax on its taxable income, and its after-tax net income is available for distribution to us but is not required to be distributed to us. The aggregate value of the TRS stock and securities owned by us cannot exceed 25% of the value of our total assets (including the TRS stock and securities). Although we plan to monitor our investments in TRSs, there can be no assurance that we will be able to comply with the 25% limitation discussed above or to avoid application of the 100% excise tax discussed above.

Risks Related to Ownership of Our Common Stock

The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we assure you of our ability to make distributions in the future. We may use borrowed funds to make distributions.

If cash available for distribution generated by our assets decreases in future periods from expected levels, our inability to make expected distributions could result in a decrease in the market price of our common stock. [See “Distribution Policy.”] All distributions will be made at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our REIT qualification and other factors as our board of directors may deem relevant from time to time. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. To the extent that we decide to make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in their shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock. If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our share price and trading volume could decline.

The trading market for our shares is influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our share price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline and our shares to be less liquid. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire additional properties or other businesses by using our shares as consideration, which in turn could materially adversely affect our business. In addition, the stock market in general, and the NYSE and REITs in particular, have recently experienced extreme price and volume fluctuations. These broad market and industry factors may decrease the market price of our shares, regardless of our actual operating performance. For these reasons, among others, the market price of our shares may decline substantially and quickly.

Our share price may decline due to the large number of our shares eligible for future sale.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our common stock in the future at a time and at a price that we deem appropriate. We had a total of 229,689,960 shares of our common stock outstanding as of March 1, 2014.


- 22 -



As of March 1, 2014, 179,641,735 shares of our outstanding common stock were held by Blackstone and Centerbridge. As a result of the registration rights agreement we entered into with Blackstone and Centerbridge, all of these shares of our common stock will, subject to applicable lock-up arrangements, be eligible for future sale. These shares are also eligible for sale in the public market in accordance with and subject to the limitation on sales by affiliates as provided in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). As of March 1, 2014, 58,663,007 shares of common stock of BPG Subsidiary were held by Blackstone (57,824,966) and our executive officers (838,041). From and after November 4, 2014, the first anniversary of the date of the closing of our IPO, these shares of common stock of BPG Subsidiary will be exchangeable at the option of the holder for an equivalent number of shares of our common stock or, at our option, cash based upon the value of an equivalent number of shares of our common stock, subject to the ownership limit and other restrictions on ownership and transfer set forth in our charter. As of March 1, 2014, 15,877,791 common units of partnership interest in our Operating Partnership ("OP Units") were held by Blackstone (15,527,830) and our executive officers (349,961). From and after November 4, 2014, the OP Unit holders will have the right to require our Operating Partnership to redeem part or all of the OP Units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the election to redeem, or, at our election, exchange them for an equivalent number of shares of our common stock, subject to the ownership limit and other restrictions on ownership and transfer set forth in our charter. Notwithstanding the foregoing, Blackstone is generally permitted to exchange BPG Subsidiary Shares and redeem their OP Units at any time. Any shares we issue upon such exchanges would be “restricted securities” as defined in Rule 144 unless we register such issuances. However, the registration rights agreement we entered into with Blackstone and Centerbridge also requires us to register their respective shares under the Securities Act. These exchanges, or the possibility that these exchanges may occur, also might make it more difficult for holders of our common stock to sell such stock in the future at a time and at a price that they deem appropriate.

We filed a registration statement on Form S-8 under the Securities Act to register 15,000,000 shares of our common stock or securities convertible into or exchangeable for shares of our common stock that may be issued pursuant to our 2013 Omnibus Incentive Plan. Such Form S-8 registration statement automatically became effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market.
Our charter provides that we may issue up to 3,000,000,000 shares of common stock, and 300,000,000 shares of preferred stock, $0.01 par value per share. Moreover, under Maryland law and our charter, our board of directors has the power to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue without stockholder approval. Similarly, the agreement of limited partnership of our Operating Partnership authorizes us to issue an unlimited number of additional OP Units of our Operating Partnership, which may be exchangeable for shares of our common stock. In addition, the charter of BPG Subsidiary authorizes BPG Subsidiary to issue additional BPG Subsidiary Shares, which may be exchangeable for shares of our common stock, or, at our option, cash based on the value of an equivalent number of shares of our common stock, and 1,000 shares of preferred stock.

The market price of our common stock could be adversely affected by market conditions and by our actual and expected future earnings and level of cash dividends.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares without regard to our operating performance. For example, the trading prices of equity securities issued by REITs have historically been affected by changes in market interest rates. One of the factors that may influence the market price of our common stock is the annual yield from distributions on our common stock as compared to yields on other financial instruments. An increase in market interest rates, or a decrease in our distributions to stockholders, may lead prospective purchasers of shares of our common stock to demand a higher distribution rate or seek alternative investments. As a result, if interest rates rise, it is likely that the market price of our common stock will decrease as market rates on interest-bearing securities increase. In addition, our operating results could be below the expectations of public market analysts and investors, and in response the market price of our shares could decrease significantly. The market value of the equity securities of a REIT is also based upon the market’s perception of the REIT’s growth potential and its current and potential future cash distributions, whether from operations, sales or refinancings, and is secondarily based upon the real estate market value of the underlying assets. For that reason, our common stock may trade at prices that are higher or lower than our net asset value per share. To the extent we retain operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely

- 23 -



would adversely affect the market price of our common stock and, in such instances, you may be unable to resell your shares at or above the initial public offering price.


Item 1B. Unresolved Staff Comments
None.

Item 2.    Properties

Our Total Portfolio at December 31, 2013 consisted of 558 shopping centers including 522 in the IPO Portfolio and 36 Non-Core Properties. 64.6% of the ABR in our IPO Portfolio as of December 31, 2013 is derived from shopping centers located in the top 50 U.S. MSAs by population. Our top markets by ABR include the MSAs of New York, Philadelphia and Houston.

With an average shopping center size of approximately 166,300 sq. ft. as of December 31, 2013, our IPO portfolio is comprised predominantly of community shopping centers (63% of our shopping centers) as of December 31, 2013, with the balance comprised of neighborhood shopping centers. Our shopping centers have an appropriate mix of anchor and small shop GLA, with approximately one-third of the portfolio GLA comprised of small shop space. Our shopping centers are anchored by a mix of leading grocers, national and regional discount and general merchandise retailers and category-dominant anchors. We believe that the necessity- and value-oriented merchandise mix of the retail tenants in our centers reduces our exposure to macro-economic cycles and consumer purchases via the internet, generating more predictable property-level cash flows. Such retailers provide goods and services that consumers purchase regularly such as food, health care items and household supplies. Such retailers also sell items such as clothing at lower prices than other traditional retailers.

Overall, in our IPO Portfolio we have a broad and highly diversified retail tenant base that includes approximately 5,600 tenants, with no one tenant representing more than 3.4% of the total ABR generated from our shopping centers as of December 31, 2013. Our three largest tenants are Kroger, TJX Companies and Walmart, representing 3.4%, 3.2% and 1.9% of total IPO Portfolio ABR as of December 31, 2013, respectively.

- 24 -



The following chart lists our top 20 tenants by ABR (owned only) in our IPO Portfolio as of December 31, 2013, illustrating the diversity of our tenant base.

Retailer
 
Retailer Type
 
# of Stores
 
GLA
 
% of GLA
 
ABR
 
% of ABR
The Kroger Co.
 
Grocery
 
69

 
4,438,087

 
5.1
%
 
$
30,523,545

 
3.4
%
The TJX Companies, Inc.
 
Discount-Apparel
 
94

 
3,008,296

 
3.5
%
 
28,701,162

 
3.2
%
Wal-Mart Stores, Inc.
 
Discount-Grocery
 
28

 
3,478,406

 
4.0
%
 
16,701,986

 
1.9
%
Publix Super Markets, Inc.
 
Grocery
 
39

 
1,794,443

 
2.1
%
 
16,514,970

 
1.8
%
Dollar Tree Stores, Inc.
 
Discount
 
129

 
1,470,970

 
1.7
%
 
14,755,623

 
1.6
%
Ahold USA, In.
 
Grocery
 
21

 
1,251,080

 
1.4
%
 
13,881,240

 
1.6
%
Sears Holdings Co.
 
Discount
 
29

 
2,586,256

 
3.0
%
 
11,830,404

 
1.3
%
Office Depot, Inc.
 
Office Supply
 
44

 
1,026,037

 
1.2
%
 
10,551,603

 
1.2
%
Ross Stores, Inc.
 
Discount-Apparel
 
30

 
855,220

 
1.0
%
 
9,394,382

 
1.0
%
Bed Bath & Beyond Inc.
 
Discount
 
30

 
729,787

 
0.8
%
 
9,139,494

 
1.0
%
Pet Smart, Inc.
 
Specialty
 
29

 
655,214

 
0.8
%
 
9,101,008

 
1.0
%
Best Buy Co, Inc.
 
Electronics
 
16

 
660,392

 
0.8
%
 
8,761,843

 
1.0
%
Staples, Inc.
 
Office Supply
 
33

 
728,808

 
0.8
%
 
8,494,141

 
0.9
%
Big Lots, Inc.
 
Discount
 
46

 
1,469,293

 
1.7
%
 
8,473,683

 
0.9
%
Safeway Inc.
 
Grocery
 
16

 
842,883

 
1.0
%
 
8,249,738

 
0.9
%
Burlington Stores, Inc.
 
Discount-Apparel
 
14

 
1,131,459

 
1.3
%
 
7,365,916

 
0.8
%
Kohl's Corporation
 
Discount
 
12

 
1,019,875

 
1.2
%
 
7,189,462

 
0.8
%
PETCO Animal Supplies, Inc.
 
Specialty
 
33

 
452,093

 
0.5
%
 
6,846,234

 
0.8
%
Dick's Sporting Goods, Inc.
 
Sporting Goods
 
12

 
492,031

 
0.6
%
 
6,375,867

 
0.7
%
Bi-Lo Holdings, LLC
 
Grocery
 
18

 
834,061

 
1.0
%
 
6,322,597

 
0.7
%


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The following table sets forth certain information as of December 31, 2013, regarding the shopping centers in our IPO Portfolio on a state-by-state basis:
 
State
 
Number of Shopping Centers
 
GLA (sq. ft.)
 
% of GLA
 
% Leased
 
% of ABR
1

Alabama
 
4

 
989,814

 
1.1
%
 
93
%
 
0.8
%
2

Arizona
 
2

 
288,110

 
0.3
%
 
87
%
 
0.2
%
3

California
 
29

 
5,759,005

 
6.6
%
 
97
%
 
9.6
%
4

Colorado
 
6

 
1,478,559

 
1.7
%
 
92
%
 
1.9
%
5

Connecticut
 
15

 
2,279,890

 
2.6
%
 
96
%
 
3.3
%
6

Delaware
 
1

 
191,855

 
0.2
%
 
100
%
 
0.2
%
7

Florida
 
58

 
9,058,251

 
10.4
%
 
90
%
 
10.9
%
8

Georgia
 
37

 
5,263,973

 
6.1
%
 
87
%
 
4.7
%
9

Illinois
 
24

 
4,783,036

 
5.5
%
 
94
%
 
5.6
%
10

Indiana
 
12

 
1,970,238

 
2.3
%
 
89
%
 
1.6
%
11

Iowa
 
5

 
783,917

 
0.9
%
 
87
%
 
0.5
%
12

Kansas
 
2

 
374,292

 
0.4
%
 
90
%
 
0.3
%
13

Kentucky
 
12

 
2,520,021

 
2.9
%
 
96
%
 
2.2
%
14

Louisiana
 
4

 
612,368

 
0.7
%
 
95
%
 
0.4
%
15

Maine
 
2

 
391,746

 
0.5
%
 
92
%
 
0.3
%
16

Maryland
 
5

 
772,277

 
0.9
%
 
98
%
 
1.0
%
17

Massachusetts
 
10

 
1,728,553

 
2.0
%
 
92
%
 
2.1
%
18

Michigan
 
19

 
3,733,555

 
4.3
%
 
92
%
 
3.5
%
19

Minnesota
 
10

 
1,485,108

 
1.7
%
 
92
%
 
1.7
%
20

Mississippi
 
3

 
406,316

 
0.5
%
 
77
%
 
0.3
%
21

Missouri
 
6

 
874,795

 
1.0
%
 
94
%
 
0.7
%
22

Nevada
 
3

 
609,661

 
0.7
%
 
90
%
 
0.8
%
23

New Hampshire
 
5

 
769,713

 
0.9
%
 
96
%
 
0.9
%
24

New Jersey
 
17

 
2,977,475

 
3.4
%
 
94
%
 
4.4
%
25

New Mexico
 
2

 
83,800

 
0.1
%
 
100
%
 
0.1
%
26

New York
 
33

 
4,346,589

 
5.0
%
 
95
%
 
6.7
%
27

North Carolina
 
22

 
4,423,105

 
5.1
%
 
90
%
 
4.4
%
28

Ohio
 
24

 
4,521,808

 
5.2
%
 
91
%
 
4.6
%
29

Oklahoma
 
1

 
186,851

 
0.2
%
 
100
%
 
0.2
%
30

Pennsylvania
 
37

 
6,059,474

 
7.0
%
 
95
%
 
7.2
%
31

Rhode Island
 
1

 
148,126

 
0.2
%
 
97
%
 
0.2
%
32

South Carolina
 
8

 
1,394,993

 
1.6
%
 
86
%
 
1.4
%
33

Tennessee
 
16

 
3,240,636

 
3.7
%
 
95
%
 
3.1
%
34

Texas
 
68

 
9,610,859

 
11.1
%
 
93
%
 
11.4
%
35

Vermont
 
1

 
224,514

 
0.3
%
 
99
%
 
0.2
%
36

Virginia
 
11

 
1,446,485

 
1.7
%
 
96
%
 
1.5
%
37

West Virginia
 
2

 
251,500

 
0.3
%
 
96
%
 
0.2
%
38

Wisconsin
 
5

 
765,084

 
0.9
%
 
91
%
 
0.8
%
 
 
522

 
86,806,352

 
100.0
%
 
92
%
 
100.0
%

- 26 -



The following table sets forth certain information by unit size for our IPO Portfolio as of December 31, 2013.

Unit Size
 
 
Number of Units
 
GLA (sq. ft.) 
 
 
% Leased
 
% of Vacant GLA
 
ABR
 
ABR/SF
> 35,000 sq. ft.
 
581
 
36,262,238

 
98.4
%
 
8.6
%
 
$
270,995,157

 
$
8.56

20,000 sq. ft. - 34,999 sq. ft.
 
558
 
14,667,573

 
96.6
%
 
7.5
%
 
130,163,375

 
9.33

10,000 sq. ft. - 19,999 sq. ft.
 
713
 
9,686,279

 
92.9
%
 
10.5
%
 
107,491,035

 
12.25

5,000 sq. ft. - 9,999 sq. ft.
 
1,384
 
9,553,689

 
83.7
%
 
23.7
%
 
115,291,518

 
15.11

< 5,000 sq. ft.
 
8,098
 
16,636,573

 
80.4
%
 
49.7
%
 
271,139,868

 
20.81

 
 

 


 


 


 


 


Total
 
11,334
 
86,806,352

 
92.4
%
 
100
%
 
$
895,080,953

 
$
11.93

 
 
 
 
 
 
 
 
 
 
 
 
 
>10,000 sq. ft.
 
1,852
 
60,616,090

 
97.1
%
 
26.6
%
 
$
508,649,567

 
$
9.36

< 10,000 sq. ft.
 
9,482
 
26,190,262

 
81.6
%
 
73.4
%
 
386,431,386

 
18.70


The following table sets forth, as of December 31, 2013, a schedule of lease expirations for leases in place within our IPO Portfolio for each of the next ten years and thereafter, assuming no exercise of renewal options or base rent escalations over the lease term and including ground leases:

 
Number of Leases Expiring
 
Leased GLA
 
% of Leased GLA
 
ABR/SF
 
% of ABR
Month to Month
386

 
1,132,548

 
1.4
%
 
$
13.01

 
1.6
%
2014
1,446

 
6,964,251

 
8.7
%
 
12.00

 
9.4
%
2015
1,612

 
12,178,617

 
15.2
%
 
10.57

 
14.4
%
2016
1,553

 
11,868,035

 
14.8
%
 
11.20

 
14.9
%
2017
1,315

 
10,028,855

 
12.5
%
 
11.75

 
13.2
%
2018
1,234

 
9,499,473

 
11.9
%
 
11.93

 
12.7
%
2019
549

 
6,672,087

 
8.3
%
 
10.24

 
7.6
%
2020
240

 
3,207,357

 
4.0
%
 
11.42

 
4.1
%
2021
223

 
3,078,861

 
3.8
%
 
11.20

 
3.9
%
2022
223

 
3,464,617

 
4.3
%
 
10.57

 
4.1
%
2023+
593

 
12,054,145

 
15.0
%
 
10.47

 
14.1
%


- 27 -




A complete listing of the shopping centers in our Total Portfolio as of December 31, 2013 is as follows:

 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
1

Winchester Plaza
 
Huntsville
 
AL
 
Huntsville, AL
 
75,780
 
94.6%
 
$
858

 
$
11.96

 
Publix
 
 
 
2

Springdale
 
Mobile
 
AL
 
Mobile, AL
 
611,972
 
90.2%
 
3,981

 
7.32

 
Sam's Club*
 
Belk, Best Buy, Big Lots, Burlington Coat Factory, Marshalls, Michaels, Staples
 
 
3

Payton Park
 
Sylacauga
 
AL
 
Talladega-Sylacauga, AL
 
231,820
 
99.0%
 
1,513

 
6.59

 
Walmart Supercenter
 
Burke's Outlet
 
 
4

Shops of Tuscaloosa
 
Tuscaloosa
 
AL
 
Tuscaloosa, AL
 
70,242
 
92.6%
 
814

 
12.51

 
Publix
 
 
 
5

Glendale Galleria
 
Glendale
 
AZ
 
Phoenix-Mesa-Scottsdale, AZ
 
119,525
 
82.5%
 
661

 
6.71

 
 
Sears Outlet
 
 
6

Northmall Centre
 
Tucson
 
AZ
 
Tucson, AZ
 
168,585
 
89.6%
 
1,325

 
8.77

 
Sam's Club*
 
CareMore, JC Penney Home Store, Stein Mart
 
 
7

Applegate Ranch Shopping Center
 
Atwater
 
CA
 
Merced, CA
 
144,444
 
85.7%
 
1,904

 
15.38

 
SuperTarget*
 
Marshalls
 
Walmart
8

Bakersfield Plaza
 
Bakersfield
 
CA
 
Bakersfield, CA
 
236,873
 
99.9%
 
2,890

 
12.21

 
Lassens Natural Foods & Vitamins
 
Burlington Coat Factory, CVS, Ross Dress for Less
 
 
9

Carmen Plaza
 
Camarillo
 
CA
 
Oxnard-Thousand Oaks-Ventura, CA
 
129,173
 
100.0%
 
1,993

 
16.26

 
Trader Joe's*
 
24 Hour Fitness, CVS, Michaels
 
 
10

Plaza Rio Vista
 
Cathedral
 
CA
 
Riverside-San Bernardino-Ontario, CA
 
67,622
 
88.2%
 
1,030

 
17.27

 
Stater Bros.
 
 
 
11

Clovis Commons
 
Clovis
 
CA
 
Fresno, CA
 
174,990
 
95.9%
 
3,653

 
21.77

 
 
Best Buy, Office Depot, PetSmart, T.J.Maxx
 
Target
12

Cudahy Plaza
 
Cudahy
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
147,804
 
99.2%
 
1,362

 
9.29

 
 
Big Lots, Kmart
 
 
13

University Mall
 
Davis
 
CA
 
Sacramento--Roseville--Arden-Arcade, CA
 
106,023
 
93.1%
 
1,892

 
19.16

 
Trader Joe's
 
Forever 21, World Market
 
 
14

Felicita Plaza
 
Escondido
 
CA
 
San Diego-Carlsbad, CA
 
98,714
 
98.8%
 
1,331

 
13.65

 
Vons (Safeway)
 
Chuze Fitness
 
 
15

Arbor - Broadway Faire
 
Fresno
 
CA
 
Fresno, CA
 
252,634
 
94.7%
 
3,373

 
14.10

 
Smart & Final
 
PetSmart, The Home Depot, United Artists Theatres
 
 
16

Lompoc Shopping Center
 
Lompoc
 
CA
 
Santa Maria-Santa Barbara, CA
 
179,495
 
96.4%
 
1,901

 
11.88

 
Vons (Safeway)
 
Marshalls, Michaels, Staples
 
 
17

Briggsmore Plaza
 
Modesto
 
CA
 
Modesto, CA
 
99,315
 
100.0%
 
1,016

 
10.78

 
Grocery Outlet
 
Dunhill Furniture
 
 
18

Montebello Plaza
 
Montebello
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
283,631
 
96.8%
 
4,640

 
17.22

 
Albertsons
 
99¢ Only, Best Buy, CVS, Ross Dress for Less
 
 
19

California Oaks Center
 
Murrieta
 
CA
 
Riverside-San Bernardino-Ontario, CA
 
125,187
 
91.2%
 
1,579

 
14.31

 
Ralphs (Kroger)
 
 
 
20

Esplanade Shopping Center
 
Oxnard
 
CA
 
Oxnard-Thousand Oaks-Ventura, CA
 
356,864
 
99.7%
 
6,760

 
19.16

 
Walmart Neighborhood Market
 
Bed Bath & Beyond, Dick's Sporting Goods, LA Fitness, Nordstrom Rack, T.J.Maxx
 
The Home Depot
21

Pacoima Center
 
Pacoima
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
202,773
 
100.0%
 
1,993

 
9.83

 
Food 4 Less
 
Ross Dress for Less, Target
 
 
22

Paradise Plaza
 
Paradise
 
CA
 
Chico, CA
 
198,323
 
93.8%
 
813

 
7.25

 
Save Mart
 
Kmart, Rite Aid
 
 
23

Metro 580
 
Pleasanton
 
CA
 
San Francisco-Oakland-Hayward, CA
 
176,510
 
87.2%
 
2,090

 
35.74

 
 
Kohl's, Sport Chalet
 
Walmart
24

Rose Pavilion
 
Pleasanton
 
CA
 
San Francisco-Oakland-Hayward, CA
 
293,359
 
96.5%
 
5,945

 
21.01

 
99 Ranch Market
 
Golfsmith, Macy's Home Store
 
 
25

Puente Hills Town Center
 
Rowland Heights
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
259,162
 
98.2%
 
4,896

 
19.25

 
 
Marshalls, Michaels
 
 
26

San Bernardino Center
 
San Bernardino
 
CA
 
Riverside-San Bernardino-Ontario, CA
 
143,082
 
100.0%
 
1,040

 
7.27

 
 
Big Lots, Target
 
 
27

Ocean View Plaza
 
San Clemente
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
169,963
 
98.9%
 
4,331

 
25.76

 
Ralphs (Kroger), Trader Joe's
 
CVS, Fitness Elite for Women
 
 
28

Mira Mesa Mall
 
San Diego
 
CA
 
San Diego-Carlsbad, CA
 
407,100
 
98.2%
 
7,386

 
19.30

 
Vons (Safeway)
 
Bed Bath & Beyond, Kohl's, Marshalls, Mira Mesa Lanes
 
 
29

San Dimas Plaza
 
San Dimas
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
164,757
 
91.9%
 
3,203

 
21.16

 
Smart & Final Extra!
 
T.J.Maxx
 
Rite Aid
30

Bristol Plaza
 
Santa Ana
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
111,403
 
100.0%
 
2,739

 
33.05

 
Trader Joe's
 
Big Lots, Petco, Rite Aid
 
 

- 28 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
31

Gateway Plaza
 
Santa Fe Springs
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
289,268
 
100.0%
 
3,440

 
11.89

 
El Super, Walmart Supercenter
 
LA Fitness
 
Target
32

Santa Paula Shopping Center
 
Santa Paula
 
CA
 
Oxnard-Thousand Oaks-Ventura, CA
 
191,475
 
98.7%
 
1,850

 
9.79

 
Vons (Safeway)
 
Big Lots, Heritage Hardware
 
 
33

Vail Ranch Center
 
Temecula
 
CA
 
Riverside-San Bernardino-Ontario, CA
 
201,904
 
89.3%
 
2,453

 
13.60

 
Stater Bros.
 
Stein Mart
 
 
34

Country Hills Shopping Center
 
Torrance
 
CA
 
Los Angeles-Long Beach-Anaheim, CA
 
56,750
 
100.0%
 
931

 
17.49

 
Ralphs (Kroger)
 
 
 
35

Gateway Plaza - Vallejo
 
Vallejo
 
CA
 
Vallejo-Fairfield, CA
 
490,407
 
97.5%
 
7,519

 
15.80

 
Costco*
 
Bed Bath & Beyond, Century Theatres, Marshalls, Ross Dress for Less, Toys"R"Us
 
Target
36

Arvada Plaza
 
Arvada
 
CO
 
Denver-Aurora-Lakewood, CO
 
95,236
 
100.0%
 
670

 
7.04

 
King Soopers (Kroger)
 
Arc
 
 
37

Arapahoe Crossings
 
Aurora
 
CO
 
Denver-Aurora-Lakewood, CO
 
466,363
 
96.3%
 
5,684

 
12.66

 
King Soopers (Kroger)
 
2nd & Charles, AMC Theatres, Big Lots, Gordmans, Kohl's, Marshalls
 
 
38

Aurora Plaza
 
Aurora
 
CO
 
Denver-Aurora-Lakewood, CO
 
178,491
 
97.3%
 
1,226

 
7.32

 
King Soopers (Kroger)
 
Cinema Latino
 
 
39

Villa Monaco
 
Denver
 
CO
 
Denver-Aurora-Lakewood, CO
 
122,139
 
83.1%
 
1,231

 
12.12

 
Walmart Neighborhood Market
 
 
 
40

Superior Marketplace
 
Superior
 
CO
 
Boulder, CO
 
278,790
 
91.3%
 
3,779

 
14.85

 
Whole Foods Market, Costco*, SuperTarget*
 
Ross Dress for Less, Sports Authority, T.J.Maxx
 
 
41

Westminster City Center
 
Westminster
 
CO
 
Denver-Aurora-Lakewood, CO
 
337,540
 
86.7%
 
4,470

 
15.28

 
 
Babies"R"Us, Barnes & Noble, Gordmans, Ross Dress for Less
 
 
42

Freshwater - Stateline Plaza
 
Enfield
 
CT
 
Hartford-West Hartford-East Hartford, CT
 
295,647
 
100.0%
 
2,574

 
16.20

 
Costco
 
Dick's Sporting Goods, P.C. Richard & Son
 
The Home Depot
43

The Shoppes at Fox Run
 
Glastonbury
 
CT
 
Hartford-West Hartford-East Hartford, CT
 
108,627
 
95.3%
 
2,406

 
23.25

 
Whole Foods Market
 
Petco
 
 
44

Groton Square
 
Groton
 
CT
 
Norwich-New London, CT
 
196,802
 
100.0%
 
2,627

 
13.35

 
Super Stop & Shop (Ahold)
 
Kohl's
 
 
45

Parkway Plaza
 
Hamden
 
CT
 
New Haven-Milford, CT
 
72,353
 
92.1%
 
917

 
13.75

 
PriceRite (ShopRite)
 
 
 
46

Killingly Plaza
 
Killingly
 
CT
 
Worcester, MA-CT
 
75,304
 
93.7%
 
480

 
6.80

 
 
Kohl's
 
 
47

The Manchester Collection
 
Manchester
 
CT
 
Hartford-West Hartford-East Hartford, CT
 
342,247
 
96.8%
 
4,385

 
13.24

 
Sam's Club*
 
Ashley Furniture, Babies"R"Us, Bed Bath & Beyond, Savers, Sports Authority
 
Walmart
48

Chamberlain Plaza
 
Meriden
 
CT
 
New Haven-Milford, CT
 
55,264
 
89.0%
 
437

 
8.88

 
 
Dollar Tree, Savers
 
 
49

Milford Center
 
Milford
 
CT
 
New Haven-Milford, CT
 
25,056
 
100.0%
 
341

 
13.60

 
Xpect Discounts
 
 
 
50

Turnpike Plaza
 
Newington
 
CT
 
Hartford-West Hartford-East Hartford, CT
 
150,741
 
100.0%
 
2,378

 
15.77

 
Price Chopper
 
Dick's Sporting Goods
 
 
51

North Haven Crossing
 
North Haven
 
CT
 
New Haven-Milford, CT
 
104,017
 
97.9%
 
1,691

 
16.61

 
 
Barnes & Noble, Dollar Tree, DSW, PetSmart, Staples
 
 
52

Christmas Tree Plaza
 
Orange
 
CT
 
New Haven-Milford, CT
 
132,791
 
85.6%
 
1,738

 
15.29

 
 
A.C. Moore, Christmas Tree Shops
 
 
53

Stratford Square
 
Stratford
 
CT
 
Bridgeport-Stamford-Norwalk, CT
 
161,539
 
88.0%
 
1,686

 
11.86

 
 
Marshalls, Regal Cinemas
 
 
54

Torrington Plaza
 
Torrington
 
CT
 
Torrington, CT
 
125,496
 
97.9%
 
1,362

 
11.50

 
 
Jo-Ann Fabric & Craft Stores, Staples, T.J.Maxx
 
 
55

Waterbury Plaza
 
Waterbury
 
CT
 
New Haven-Milford, CT
 
197,206
 
86.2%
 
2,210

 
13.00

 
Super Stop & Shop (Ahold)
 
Pretty Woman
 
Target
56

Waterford Commons
 
Waterford
 
CT
 
Norwich-New London, CT
 
236,800
 
100.0%
 
4,378

 
18.49

 
 
Babies"R"Us, Dick’s Sporting Goods
 
Best Buy
57

North Dover Shopping Center
 
Dover
 
DE
 
Dover, DE
 
191,855
 
100.0%
 
2,070

 
10.79

 
Acme (Albertsons)
 
Party City, Staples, T.J.Maxx, Toys"R"Us
 
 
58

Apopka Commons
 
Apopka
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
42,507
 
100.0%
 
582

 
13.68

 
 
Staples
 
The Home Depot
59

Brooksville Square
 
Brooksville
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
152,661
 
89.6%
 
1,398

 
10.22

 
Publix
 
Sears Outlet
 
 
60

Coastal Way - Coastal Landing
 
Brooksville
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
368,098
 
97.7%
 
3,218

 
11.99

 
 
Bed Bath & Beyond, Belk, hhgregg, Marshalls, Michaels, Office Depot, Old Navy, Petco, Sears
 
 

- 29 -


 
Property Name
 
City
 
State
 
Metropolitan Statistical Area
 
GLA
 
% Leased
 
ABR
 
ABR/SF
 
Grocer (1)
 
Other Major Tenants
 
Non-Owned Major Tenants
61

Midpoint Center
 
Cape Coral
 
FL
 
Cape Coral-Fort Myers, FL
 
75,386
 
98.1%
 
957

 
12.93

 
Publix
 
 
Target
62

Clearwater Mall
 
Clearwater
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
300,929
 
97.9%
 
5,904

 
21.12

 
Costco*, SuperTarget*
 
hhgregg, Michaels, PetSmart, Ross Dress for Less
 
Lowe's
63

Coconut Creek
 
Coconut Creek
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
265,671
 
71.3%
 
2,339

 
12.36

 
Publix
 
Bealls Outlet, Big Lots, Off the Wall Tampoline
 
 
64

Century Plaza Shopping Center
 
Deerfield Beach
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
90,233
 
72.3%
 
1,306

 
20.02

 
 
Broward County Library
 
 
65

Northgate S.C.
 
DeLand
 
FL
 
Deltona-Daytona Beach-Ormond Beach, FL
 
186,396
 
97.6%
 
1,276

 
7.01

 
Publix
 
 
 
66

Eustis Village
 
Eustis
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
156,927
 
94.0%
 
1,631

 
11.06

 
Publix
 
Beall's
 
 
67

First Street Village
 
Fort Meyers
 
FL
 
Cape Coral-Fort Myers, FL
 
54,926
 
94.7%
 
835

 
16.04

 
Publix
 
 
 
68

Sun Plaza
 
Ft. Walton Beach
 
FL
 
Crestview-Fort Walton Beach-Destin, FL
 
158,118
 
96.5%
 
1,514

 
9.93

 
Publix
 
Beall's, Books-A-Million, Office Depot, T.J.Maxx
 
 
69

Normandy Square
 
Jacksonville
 
FL
 
Jacksonville, FL
 
87,240
 
100.0%
 
730

 
8.37

 
Winn-Dixie (BI-LO)
 
CVS, Family Dollar
 
 
70

Regency Park
 
Jacksonville
 
FL
 
Jacksonville, FL
 
334,065
 
68.3%
 
1,954

 
8.56

 
 
American Signature Furniture, Bealls Outlet, Books-A-Million, Hobby Lobby
 
 
71

The Shoppes at Southside
 
Jacksonville
 
FL
 
Jacksonville, FL
 
109,113
 
100.0%
 
2,305

 
21.13

 
 
Best Buy, David's Bridal, Sports Authority
 
 
72

Ventura Downs
 
Kissimmee
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
98,191
 
98.9%
 
1,211

 
12.47

 
Publix Sabor
 
 
 
73

Marketplace at Wycliffe
 
Lake Worth
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
133,520
 
93.5%
 
1,957

 
15.68

 
 
Walgreens
 
 
74

Venetian Isle Shopping Ctr
 
Lighthouse Point
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
189,164
 
91.8%
 
1,782

 
10.57

 
Publix
 
Petco, Staples, Tuesday Morning, T.J.Maxx
 
 
75

Marco Town Center
 
Marco Island
 
FL
 
Naples-Immokalee-Marco Island, FL
 
109,830
 
89.0%
 
1,898

 
19.42

 
Publix
 
 
 
76

Mall at 163rd Street
 
Miami
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
370,132
 
64.6%
 
3,832

 
20.22

 
Walmart Supercenter*
 
Marshalls, Office Depot, Ross Dress for Less
 
 
77

Miami Gardens
 
Miami
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
244,719
 
100.0%
 
2,468

 
10.09

 
Winn-Dixie (BI-LO)
 
Ross Dress for Less
 
 
78

Freedom Square
 
Naples
 
FL
 
Naples-Immokalee-Marco Island, FL
 
211,839
 
96.6%
 
1,762

 
8.61

 
Publix
 
 
 
79

Naples Plaza
 
Naples
 
FL
 
Naples-Immokalee-Marco Island, FL
 
200,820
 
100.0%
 
3,335

 
16.90

 
Publix
 
Marshalls, Office Depot, PGA TOUR Superstore
 
 
80

Park Shore Shopping Center
 
Naples
 
FL
 
Naples-Immokalee-Marco Island, FL
 
232,820
 
98.0%
 
1,913

 
8.39

 
The Fresh Market
 
Big Lots, HomeGoods, Kmart, YouFit Health Club
 
 
81

Chelsea Place
 
New Port Richey
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
81,144
 
97.0%
 
883

 
11.21

 
Publix
 
Zone Fitness Club
 
 
82

Southgate
 
New Port Richey
 
FL
 
Tampa-St. Petersburg-Clearwater, FL
 
238,838
 
90.3%
 
1,956

 
9.51

 
Publix
 
Bealls Outlet, Big Lots, Old Time Pottery
 
 
83

Presidential Plaza
 
North Lauderdale
 
FL
 
Miami-Fort Lauderdale-West Palm Beach, FL
 
88,306
 
86.6%
 
732

 
9.57

 
Sedano's
 
Family Dollar
 
 
84

Fashion Square
 
Orange Park
 
FL
 
Jacksonville, FL
 
36,029
 
50.4%
 
377

 
29.22

 
 
Miller's Orange Park Ale House, Ruby Tuesday, Samurai Japanese Steakhouse
 
 
85

Colonial Marketplace
 
Orlando
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
141,069
 
100.0%
 
2,064

 
14.63

 
 
LA Fitness, OfficeMax
 
Target
86

Conway Crossing
 
Orlando
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
76,321
 
97.7%
 
883

 
11.84

 
Publix
 
 
 
87

Hunters Creek
 
Orlando
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
73,204
 
100.0%
 
1,109

 
15.14

 
 
Office Depot
 
 
88

Pointe Orlando
 
Orlando
 
FL
 
Orlando-Kissimmee-Sanford, FL
 
408,002
 
85.5%
 
6,751

 
20.59

 
 
Regal Cinemas
 
 
89

Martin Downs Town Center
 
Palm City
 
FL
 
Port St. Lucie, FL
 
64,546
 
100.0%
 
817

 
12.65

 
Publix
 
 
 
90

Martin Downs Village Center
 
Palm City
 
FL
 
Port St. Lucie, FL
 
161,604
 
76.9%
 
2,145

 
17.26

 
 
Goodwill, Martin Memorial, Walgreens