CORRESP 1 filename1.htm Acceleration Request Letter

VIA EDGAR

 

June 23, 2014

 

  Re: Acceleration Request for Brixmor Property Group Inc.

Registration Statement on Form S-11 (File No. 333-196288)

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Sandra B. Hunter, Esq.

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Brixmor Property Group Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 12:00 p.m., Washington, D.C. time, on June 25, 2014, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.

Call me at (212) 455-3986 with any questions.

 

Very truly yours,

 

/s/ Joshua Ford Bonnie

 

Joshua Ford Bonnie


June 23, 2014

VIA EDGAR

 

  Re: Brixmor Property Group Inc.

Registration Statement on Form S-11

File No. 333-196288

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Sandra B. Hunter, Esq.

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Brixmor Property Group Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 12:00 p.m., Washington, D.C. time, on June 25, 2014, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.

The Company acknowledges that:

 

    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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Very truly yours,
BRIXMOR PROPERTY GROUP INC.
By:  

/s/ Michael V. Pappagallo

  Name:   Michael V. Pappagallo
  Title:   President and Chief Financial Officer


Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park, New York, NY 10036

Citigroup Global Markets Inc.

388 Greenwich Street, New York, NY 10013

J.P. Morgan Securities LLC

383 Madison Avenue, New York, NY 10179

Wells Fargo Securities, LLC

375 Park Avenue, New York, NY 10152

June 23, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attn: Sandra B. Hunter, Esq.

 

  Re: Brixmor Property Group Inc.

Registration Statement on Form S-11 (File No. 333-196288)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Brixmor Property Group Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 12:00 P.M., Washington D.C. Time, on June 25, 2014 or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act:

 

  (i) Distribution of the preliminary prospectuses commenced on June 23, 2014.

 

  (ii) Approximately 7,050 copies of the preliminary prospectus were distributed to prospective underwriters, institutional investors, dealers and others.

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Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH

                               INCORPORATED

CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES LLC

WELLS FARGO SECURITIES, LLC

As Representatives of the Underwriters

 

By:  

MERRILL LYNCH, PIERCE, FENNER & SMITH

                               INCORPORATED

 

By:  

/s/ Michele A.H. Allong

  Name:   Michele A. H. Allong
  Title:   Vice President, Authorized Signatory
By:   CITIGROUP GLOBAL MARKETS INC.
By:  

/s/ Meghan Baivier

  Name:   Meghan Baivier
  Title:   Vice President
By:   J.P. MORGAN SECURITIES LLC
By:  

/s/ Karin Ross

  Name:   Karin Ross
  Title:   Executive Director
By:   WELLS FARGO SECURITIES, LLC
By:  

/s/ David Herman

  Name:   David Herman
  Title:   Director

[Signature Page to Acceleration Request]