8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): March 28, 2014

Brixmor Property Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-36160	45-2433192
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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)

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:

☐ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 28, 2014, Brixmor Property Group Inc. (the “Company”) completed the termination and winding-up of a separate series of interest (the “Series”) in Brixmor Operating Partnership LP (the “OP”). In connection with the Company’s initial public offering, interests in the Series were issued to certain funds affiliated with The Blackstone Group L.P. and Centerbridge Partners, L.P. (owners of the OP prior to the Company’s initial public offering) (the “pre-IPO owners”) to allocate to them all of the economic consequences of ownership of certain properties (the “Non-Core Properties”) that were excluded from the Company’s “IPO Portfolio.” The Non-Core Properties have been transferred to the pre-IPO owners or otherwise disposed of on behalf of the pre-IPO owners.

In connection with the termination and winding-up of the Series in its entirety, on March 28, 2014, Brixmor OP GP LLC, as general partner (the “General Partner”) of the OP, executed Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of the OP (as amended, the “Partnership Agreement”). The amendment eliminates the provisions of the Partnership Agreement related to the Series.

The foregoing summary is qualified in its entirety by reference to Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

Certain rights and obligations with respect to interests in the Series were governed by a separate series agreement, dated as of October 29, 2013 (the “Series Agreement”), by and among Non-Core Series GP, LLC (the “Series General Partner”), BRE Non-Core Assets, Inc. (the “Series Limited Partner”), the General Partner and the other parties thereto. In connection with the termination and winding-up of the Series, as described above, on March 28, 2014, the Series Agreement was terminated and is of no further force and effect. The Series General Partner and Series Limited Partner are wholly-owned by the pre-IPO owners.

Item 8.01 Other Events.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of March 28, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BRIXMOR PROPERTY GROUP INC.
By:	/s/Steven F. Siegel
Name:	Steven F. Siegel
Title:	Executive Vice President,
	General Counsel and Secretary

Date: April 3, 2014

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of March 28, 2014

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3
TO THE AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF BRIXMOR OPERATING PARTNERSHIP LP

This Amendment No. 3, dated as of March 28, 2014 (this “Amendment No. 3”), is made to that certain Amended and Restated Limited Partnership Agreement of Brixmor Operating Partnership LP (the “Partnership”), dated as of October 29, 2013 (as amended to the date hereof, the “Existing Partnership Agreement” and the Existing Partnership Agreement as amended by this Amendment No. 3 and as it may be further amended from time to time, the “Partnership Agreement”), by and among Brixmor OP GP LLC, a Delaware limited liability company, in its capacity as the general partner of the Partnership (the “General Partner”), and the Persons admitted to the Partnership and identified on the books and records of the Partnership as limited partners of the Partnership, in their respective capacities as limited partners of the Partnership (each, a “Limited Partner”).

Capitalized terms used but not defined herein shall have the meaning given thereto in the Existing Partnership Agreement.

Preliminary Statements

WHEREAS, reference is made to that certain Separate Series Agreement, dated as of October 29, 2013 (the “Series Agreement”) by and among Non-Core Series GP, LLC, a Delaware limited liability company (the “Series GP”), BRE Non-Core Assets Inc., a Delaware corporation, as the Series A Limited Partner and the other parties thereto with respect to that certain Series A (as defined in the Existing Partnership Agreement);

WHEREAS, in accordance with the Series Agreement, the Series GP has by written consent of the Series GP and written notice delivered to the Series A Limited Partner terminated and wound-up Series A.

WHEREAS, Section 14.2 of the Existing Partnership Agreement permits the General Partner, without the consent or approval of any other Partner or any other Person, to amend the Existing Partnership Agreement to reflect the termination of a series of the Partnership established pursuant to Section 17-218 of the Act and the First Amendment in connection therewith; and

WHEREAS, there are no other Series of the Partnership that have been established.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Partners do hereby agree as follows:

1.Amendments.

(a)Article 15 of the Existing Partnership Agreement is hereby amended by deleting Section 15.16 in its entirety.

(b)Article I of the Existing Partnership Agreement is hereby amended by deleting each of the following definitions in their entirety, with conforming changes throughout the Existing Partnership Agreement to eliminate references to such deleted defined terms:

“Separate Series Agreement”;

“Series”;

“Series A”;

“Series A General Partner”;

“Series A Limited Partner”;

“Series A Partners”; and

“Series Date.”

(c)Article I of the Existing Partnership Agreement is hereby amended by amending and restating the definition of “General Partner” in its entirety to read as follows:

“General Partner” means Brixmor OP GP LLC, a Delaware limited liability company and its successors and assigns as a general partner of the Partnership, in each case, that is admitted from time to time to the Partnership as a general partner pursuant to the Act and this Agreement and is listed as a general partner in the books and records of the Partnership, in such Person’s capacity as a general partner of the Partnership."

2. Ratification and Confirmation of the Partnership Agreement; No Other Changes. Except as modified by this Amendment No. 3, the Partnership Agreement is hereby ratified and confirmed in all respects. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provision of the Partnership Agreement, other than as contemplated herein.

3. Effectiveness. This Amendment No. 3 shall be effective as of the date hereof. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

4. Applicable Law. This Amendment No. 3 shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. In the event of a conflict between any provision of this Amendment No. 3 and any non-mandatory provision of the LP Act, the provisions of this Amendment No. 3 shall control and take precedence.

5. Counterparts. This Amendment No. 3 may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as of the date first written above.

THE GENERAL PARTNER:

BRIXMOR OP GP LLC

By:	/s/ Steven F. Siegel
Name:	Steven F. Siegel
Title:	Executive Vice President

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