Form 8-K
0001581068false 0001581068 2020-06-01 2020-06-01 0001581068 brx:BrixmorOperatingPartnershipLPMember 2020-06-01 2020-06-01
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM
8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 1, 2020
 
Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Charter)
 
Maryland
Delaware
 
001-36160
333-201464-01
 
45-2433192
80-0831163
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
450 Lexington Avenue
New York, New York 10017
(Address of Principal Executive Offices, and Zip Code)
(212)
869-3000
Registrant’s Telephone Number, Including Area Code
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
 
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communication pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communication pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
 
BRX
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR §
240.12b-2).
Brixmor Property Group Inc. Yes  
    No  
 
Brixmor Operating Partnership LP Yes  
    No  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Brixmor Property Group Inc.  
Brixmor Operating Partnership LP  
 
 

Item 7.01
Regulation FD Disclosure.
Brixmor Property Group Inc. (the “Company”) expects to use the investor presentation attached as Exhibit 99.1 to this Current Report on Form
8-K
at and after an upcoming investor conference.
The investor presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, statements related to the Company’s expectations regarding the performance of its business, its financial results, its liquidity and capital resources and other
non-historical
statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “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, including those described under the sections entitled “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2019 and the Company’s Quarterly Report on Form
10-Q
for the quarter ended March 31, 2020, 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. Currently, one of the most significant factors that could cause actual outcomes to differ materially from forward-looking statements is the potential adverse effect of the current pandemic of the novel coronavirus, or
COVID-19,
on the financial condition, operating results and cash flows of the Company, its tenants, the real estate market, the global economy and the financial markets. The extent to which the
COVID-19
pandemic impacts the Company, its tenants, and consumer behavior and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the investor presentation and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
The information contained in this Current Report on Form
8-K,
including the exhibits attached hereto, is being “furnished” and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act, unless specifically identified as being incorporated by reference therein.
Item 9.01
Financial Statements and Exhibits
(d) The following exhibits are attached to this Current Report on Form
8-K:
         
 
99.1
   
         
 
104
   
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: June 1, 2020    
 
 
BRIXMOR PROPERTY GROUP INC.
             
 
 
By:
 
/s/ Steven F. Siegel
 
 
Name:
 
Steven F. Siegel
 
 
Title:
 
Executive Vice President,
 
 
 
General Counsel and Secretary
         
 
 
BRIXMOR OPERATING PARTNERSHIP LP
             
 
 
By:
 
Brixmor OP GP LLC, its general partner
             
 
 
By:
 
BPG Subsidiary Inc., its sole member
             
 
 
By:
 
/s/ Steven F. Siegel
 
 
Name:
 
Steven F. Siegel
 
 
Title:
 
Executive Vice President,
 
 
 
General Counsel and Secretary