SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

August 23, 2013

VIA FEDEX AND EDGAR

Registration Statement on Form S-11

File No. 333-190002

Sandra B. Hunter, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Ms. Hunter:

On behalf of Brixmor Property Group Inc. ( “Brixmor”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission Pre-Effective Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration Statement relating to the offering of shares of its common stock, marked to show changes from the Registration Statement as filed on July 18, 2013. The Registration Statement has been revised in response to the Staff’s comments and to reflect certain other changes.

In addition, we are providing the following responses to your comment letter, dated August 15, 2013, regarding the Registration Statement. To assist your review, we have retyped the text of the Staff’s comments in italics below. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1. The responses and information described below are based upon information provided to us by Brixmor.

General

Brixmor respectfully advises the Staff that it does not intend to use any graphics, maps, photographs and related captions or other artwork, including logos, in the prospectus other than the graphics, maps, photographs and related captions and other artwork, including logos, presently included in the Registration Statement.

Brixmor is supplementally providing the Staff with a binder that contains copies of materials which support the business and industry data used in the Registration Statement (the “Supporting Materials”).

Pursuant to Rule 418(b) under the Securities Act of 1933, as amended, the Supporting Materials are being provided to the Staff on a supplemental basis only under separate cover and are not to be filed with or deemed part of or included in the Registration Statement. Pursuant to Rule 418, and on behalf of Brixmor, we request that the Supporting Materials be returned to Brixmor upon completion of your review thereof. Please contact us when you have completed your review and we will arrange for the Supporting Materials to be picked up from you.

Brixmor advises the Staff that it has made revisions throughout the Registration Statement as needed to provide a definition the first time a technical or industry-specific term is used.

Although Brixmor Property Group Inc. was incorporated in 2011 at the time Brixmor was acquired by The Blackstone Group L.P. (“Blackstone”), Brixmor has been conducting business in excess of five years through predecessor entities. In this regard, we advise the Staff that 479 out of 522 of the properties comprising the IPO Portfolio were owned by Brixmor prior to the time it was acquired by Blackstone. Accordingly, we do not believe that Brixmor was “founded” or “organized” at the time of Blackstone’s acquisition of the company in 2011 or at any time within the prior five years or that the disclosures required by Item 11(d) of Form S-11 apply.

Summary, page 1

Brixmor has revised pages 2, 3, 106 and 108 to provide average grocer sales PSF for the year ended December 31, 2012. Brixmor respectfully advises the Staff that average grocer sales PSF for the year ended December 31, 2012 only became available subsequent to the initial filing of the Registration Statement.

Summary of IPO Portfolio, page 2

Brixmor respectfully advises the Staff that “effective age” is the later of either original year built or year of the most recent redevelopment. “Average age” is based only on original year built and does not take into consideration redevelopment. Brixmor has revised pages 4 and 110 to so clarify.

Competitive Strengths, page 3

Brixmor has revised the tables on pages 3 and 108 to include separate columns for the Non-Core Properties and other Properties Sold.

Brixmor has revised footnote (5) to the tables on pages 3 and 108 to address the matters identified in the Staff’s comment.

Brixmor has revised the disclosure on pages 5 and 110 to address the matter identified in the Staff’s comment.

Organizational Structure, page 9

Brixmor has revised the diagrams on pages 11 and 46 to address the matters identified in the Staff’s comment.

Summary Financial and Other Data, page 17

Brixmor respectively advises the Staff that in considering the proper treatment of the Gain on bargain purchase in our calculation of FFO, Brixmor referred to The National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as net income/(loss) attributable to common shareholders computed in accordance with GAAP, excluding (i) gain or losses from sales of operating real estate assets and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties, (iv) impairment and depreciable real estate and in substance real estate equity investments and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis.

The NAREIT definition does not specifically address gains from asset or business acquisitions, including the Gain on bargain purchase that Brixmor recorded in 2011.

Brixmor believes that the Gain on bargain purchase is similar to the gains on sales of operating real estate, which the NAREIT definition of FFO specifically excludes. Brixmor supplementally advises the Staff that the NAREIT financial standards staff informally confirmed to Brixmor that they believe that the exclusion of Gain on bargain purchases was appropriate in the computation of FFO.

Brixmor has expanded the disclosure on page 22 to address the matter identified in the Staff’s comment.

Brixmor has revised the description of how EBITDA is calculated on pages 22 and 93 to be consistent with the way EBITDA is actually calculated on pages 24 and 94.

Risk Factors, page 24

“Our cash flows and operating results could be adversely affected by required payments of debt.,” page 26

Brixmor has revised the narrative of the risk factor to disclose the amount of its debt maturing in 2013 and 2014.

Organizational Structure

IPO Property Transfers, page 44

Brixmor intends to include the preliminary estimated value of the Acquired Properties in the pro forma financial statements based upon current estimates of net operating income of the Acquired Properties and current market capitalization rates. In response to Staff comment 28, Brixmor has included on pages 61 and 62 in the Pro Forma Financial Statements—Note 1, Adjustments to the Pro Forma Condensed Consolidated Balance Sheet, disclosure on the process by which it will determine the value of the Acquired Properties on the date of the offering, including the reconciliation to the value of the consideration issued to the equity owners of the Acquired Properties.

The disclosure under “Adjustments to the Pro Forma Condensed Balance Sheet” on pages 61 to 63 notes (A) and (B) will be updated to reflect the fair value of the Acquired Properties and the fair value of the Arapahoe Acquisition, respectively. The fair value of the interest in the Acquired Properties is approximately $870.0 million which includes real estate, lease intangibles and above and below market leases. The fair value of the interest in the Arapahoe Acquisition is approximately $69.7 million which includes real estate, lease intangibles and above and below market leases.

Brixmor advises the Staff that it does not believe additional financial statements are required under Regulation S-X §210.3-14 as the aggregate fair value of the assets to be acquired is currently estimated to be approximately $940.7 million (as detailed above) relative to Brixmor’s total assets at December 31, 2012 of approximately $9,604 million or approximately 9.80%, which is less than the prescribed 10% threshold for significant individual and aggregate acquisitions.

Brixmor will not be required to redeem the special series of interests related to the Non-Core Properties after the transfer restrictions expire, nor does it have the option to redeem the special series of interests with cash or any other form of consideration. However, Brixmor advises the Staff that it does not anticipate any circumstances in which it would not redeem the special series of interests after the transfer restrictions expire, and that because the economic consequences of ownership of the Non-Core Properties will be attributable to the holders of the special series of interests, which will be reflected as a noncontrolling interest in Brixmor Property Group Inc.’s consolidated financial statements, the net income attributable to Brixmor Property Group Inc. would be unaffected by any decision not to redeem the interests. Brixmor has clarified the disclosure on page 44 to address the foregoing.

Brixmor has revised the disclosure on page 160, including a cross-reference to such disclosure on page 45, to address the matters identified in the Staff’s comment.

Brixmor respectfully advises the Staff that the OP Units to be issued in exchange for the interests in the Acquired Properties will be determined not based upon a previously determined dollar amount but rather in a manner that is designed to reflect the relative proportion of the equity value contributed by the owners of the Acquired Properties after valuing the properties comprising the IPO Portfolio utilizing the capitalization rate implied by the initial public offering price. More specifically, Brixmor advises the Staff that it has determined that the Acquired Properties are of comparable quality to the Same Property Portfolio. Brixmor intends to utilize the capitalization rate for the IPO Portfolio implied by the initial price to the public in the offering to assign values to the properties comprising the Same Property Portfolio and the Acquired Properties and then, after taking into account the differing levels of indebtedness related to these different asset pools, determine the relative equity value contributed by the owners of the Acquired Properties. This calculation will permit Brixmor to determine the appropriate percentage ownership of the Operating Partnership to be issued in exchange for the interests in the Acquired Properties. Because the Acquired Properties are somewhat more highly leveraged than the Same Property Portfolio, the proportion of the equity value contributed (and, accordingly, the number of OP Units to be issued) is correlated to the initial public offering price and the overall value implied to the IPO Portfolio by that price. Brixmor has expanded the disclosure on page 44 to address the foregoing.

Brixmor has revised pages 44 to 45 to address the matters identified in the Staff’s comment.

Use of Proceeds, page 47

Brixmor expanded the disclosure on page 47 to address the matters identified in the Staff’s comment.

Distribution Policy, page 48

Brixmor acknowledges the Staff’s comment and advises the Staff that completion of the table is predicated upon certain offering related information that is not yet available and that it will complete the table on page 50 in a future pre-effective amendment. However, to facilitate the Staff’s review, we have attached as Annex A to this letter a version of the table that has been completed using certain assumptions relating to the offering size and price.

Brixmor respectfully advises that month-to-month leases are primarily a result of tenants whose leases have expired and with which it is currently negotiating new long term leases, which month-to-month leases represent approximately 1.5% of total ABR.

Brixmor respectfully advises the Staff that it does not intend to fund any tenant improvement costs or leasing commissions from the Unsecured Credit Facility. The table and disclosure on pages 50 to 51 have been revised to address the matter identified in the Staff’s comment.

Brixmor respectfully advises the Staff that it has not historically made cash expenditures in excess of contractual commitments and therefore does not believe any additional disclosure is needed. Brixmor has revised the disclosure on page 51 to include projected annual recurring maintenance capital expenditures.

Unaudited Pro Forma Financial Information

Brixmor will issue the separate series of interests in its Operating Partnership which will allocate to Brixmor’s pre-IPO owners all of the economic interests in the Non-Core Properties on a pro-rata basis. The separate series interest will represent a non-controlling interest of the Operating Partnership. Initially, the amount recorded as the non-controlling interest will equal the historical basis (net of liabilities) in the Non-Core Properties. Accordingly, the interests in the Operating Partnership, a consolidated subsidiary of the Company, will be reflected as a non-controlling interest in the post-IPO financial statements. During the transfer restriction period, the operating results of the Non-Core Properties will be allocated to the series interests as net income (loss) attributable to non-controlling interests.

Brixmor anticipates that on or about January 15, 2014 it will redeem the separate series of interests and distribute the Non-Core Properties to holders of the series interests. In accordance with ASC 845-10, the redemption and distribution to the pre-IPO owners will be recorded at the fair value of the net assets distributed. Any resulting gain or loss on the net assets distributed will be allocable to the series interests as net income (loss) attributable to non-controlling interests.

Brixmor advises the Staff that during the quarter ended June 30, 2013, it was determined that for certain of the Non-Core Properties, there were indicators of impairment that required Brixmor to perform tests of recoverability. As a result of this analysis, Brixmor recorded approximately $36.0 million of impairment losses related to the Non-Core Properties. Brixmor further advises the Staff that, prior to the effectiveness of the Registration Statement and through the distribution date, it will continue to evaluate the recoverability of its basis in the Non-Core Properties.

Brixmor acknowledges the Staff’s comment and advises the Staff that completion of the pro forma financial information is predicated upon certain offering related information that is not yet available and that it will complete the pro forma financial information in a future pre-effective amendment. However, to facilitate the Staff’s review, we have attached as Annex B to this letter a version of the pro forma financial information that has been completed using certain assumptions relating to the offering size and price.

Brixmor has revised footnote (A) on page 62 to include a table of the historical balance sheet of the Acquired Properties, the acquisition adjustments, and the total pro forma adjustments by line item.

Brixmor advises the Staff that the entities that own the interests in the Acquired Properties to be contributed to Brixmor are limited partnerships (the “Acquired Property Partnerships”) as to which Blackstone Real Estate Associates VII L.P. (BREA VII), a subsidiary of The Blackstone Group L.P. (“Blackstone”), serves as the general partner. It is contemplated that these entities will contribute such interests to Brixmor Operating Partnership LP in exchange for OP Units having equivalent value. Brixmor further advises the Staff that the entities that are the owners of Brixmor Property Group Inc. and BPG Subsidary Inc. are limited partnerships (the “Brixmor Partnerships”) as to which Blackstone Real Estate Associates VI (BREA VI), a different subsidiary of Blackstone, serves as the general partner. The limited partners of the Acquired Property Partnerships and of the Brixmor Partnerships typically have the right to dissolve the partnerships or

have substantive kick out rights that overcome the presumption of control by Blackstone, and the Acquired Property Partnerships and the Brixmor Partnerships are not consolidated by BREA VII or BREA VI, respectively. Accordingly, Brixmor has determined that the entities that own Brixmor and the entities that own the Acquired Properties are not under common control. Brixmor has enhanced its disclosure in footnote (A) to reflect the foregoing.

At the time Brixmor entered into the BRE Throne management agreement, BRE Throne issued the Class B units (Throne Units) to certain of Brixmor’s executives as compensation for services the executives provided with respect to BRE Throne. Brixmor considered the value of these units to be additional management fee income and additional compensation to those executives for services provided to BRE Throne in performing Brixmor’s obligations under the BRE Throne management agreement. Brixmor recognized compensation expense for the fair value of these units as the units vested in accordance with the liability method.

In connection with the offering and the Property Transfers, it is anticipated that BRE Throne will fully accelerate the vesting of these units. Upon completion of the offering and the vesting of the Throne Units, Brixmor will recognize as additional compensation expense the difference between the accumulated amounts previously recognized by it for the units over the vesting period and the fair value of the Throne Units as the date of vesting.

The responses to Staff comments 15 and 18 discuss the determination of the acquisition date fair value of the Acquired Properties (including the BRE Throne assets) and the process by which Brixmor will determine the aggregate number of OP units that will be issued to the owners of the equity interests in BRE Throne. The OP units issued to BRE Throne will then be allocated to the BRE Throne equity owners based upon the operating agreement of BRE Throne.

Brixmor respectfully advises the Staff that it will account for the acquisition of the Acquired Properties under the acquisition method of accounting and Brixmor will recognize the estimated fair value of the acquired assets and fair value of assumed liabilities on the date of acquisition. The fair value of these assets and liabilities in the Unaudited Pro Forma Financial Information will be allocated in accordance with Accounting Standards Codification, or ASC, Section 805-10, Business Combinations. Brixmor’s methodology for allocating the cost of the assets acquired and liabilities assumed is based upon estimating fair values. Fair values are determined based upon a consideration of all three generally accepted valuation approaches: (i) the income approach, (ii) the market approach and (iii) the cost approach.

Brixmor will primarily rely upon the income approach to determine overall fair value of the real property assets to be acquired. The market approach will also be performed to corroborate the fair value derived under the income approach. The market approach will also be relied upon to estimate the fair value of the land. Finally, Brixmor will utilize the cost and the income approaches to estimate the fair value of building improvements for each of the Acquired Properties. The income approach methodology involves the lease-up of a vacant or “dark” building to the current occupancy as of the acquisition date of the Acquired Property while the cost approach determines the replacement cost of the building with adjustment to reflect the appropriate physical, functional and external obsolescence/depreciation to arrive at a current cost determined fair value.

Brixmor has revised footnote (A) on page 61 to so clarify.

2. Adjustments to the Pro Forma Condensed Consolidated Statement of Operations, page 63

Brixmor has added additional disclosure to expand footnotes (DD) and (EE) to address the matters identified in the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition, page 69

Our Portfolio and Financial Highlights, page 70

Brixmor has expanded its disclosure on page 72 to address the matters identified in the Staff’s comment.

Business, page 104

Brixmor has revised the disclosure on page 109 to address the matters identified in the Staff’s comment.

Brixmor has added additional disclosure on page 109 to address the matters identified in the Staff’s comment.

Brixmor respectfully advises the Staff that it does not have any individually material redevelopment projects. Brixmor also advises the Staff that it does not have any development underway nor has it completed any material developments in past five years. Brixmor has included additional disclosure on page 113 regarding redevelopment costs per square foot.

Brixmor has expanded the disclosure on page 123 to address the matters identified in the Staff’s comment.

Certain Relationships and Related Person Transactions, page 178

IPO Property Transfers, page 178

Brixmor has not obtained any independent third party appraisals, valuations or fairness opinions in connection with the 43 properties to be acquired and the 45 properties to be distributed. Brixmor has added a related risk factor on page 32 and summary risk factor on page 12 to so clarify.

Principal Stockholders, page 184

Brixmor has revised page 187 to provide additional detail regarding the beneficial ownership of the shares or units held by Centerbridge.

Underwriting (Conflicts of Interest), page 230

Brixmor has revised the disclosure on page 235 to disclose the specific transactions within the preceding 180 days in which the joint bookrunning managers or their affiliates have performed commercial banking, investment banking or advisory services for Brixmor or its affiliates, including Blackstone. Other than as disclosed in Amendment No. 1, in the preceding 180 days, there have been no material commercial banking, investment banking or advisory services between the underwriters, on the one hand, and Brixmor or its affiliates, including Blackstone, on the other hand. For the purposes of this response, (i) material dealings refer to those transactions in which the underwriters or their affiliates have received a fee of at least $500,000 and (ii) Brixmor’s affiliates refer to its subsidiaries, Blackstone, BRE Retail Holdco L.P. and Blackstone Retail Transaction II Holdco L.P. This disclosure is consistent with the information provided to the Financial Industry Regulatory Authority, Inc. (“FINRA”) as required by sections (c) through (f) of FINRA Rule 5110, which sets forth the criteria by which FINRA determines whether the compensation paid or to be paid to the underwriting syndicate in connection with a qualifying securities offering is fair and reasonable.

Legal Matters

Brixmor has revised page 240 to also reference that we will also pass upon certain tax matters.

Note 2. BREP VI Transaction, page F-18

The BREP VI Transaction was accounted for as a business combination with the identifiable assets acquired, the liabilities assumed, and the noncontrolling interest being initially measured at their acquisition date fair values in accordance with the requirements included in ASC paragraphs 805-20-25-1 and 805-20-30-1, respectively.

In establishing these initial measurement bases, Brixmor viewed fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and employed customary valuation techniques that were appropriate under the circumstances. For those assets and liabilities that were short-term in nature (such as receivables, accounts payable and accrued expenses), Brixmor determined that the respective carrying values approximated their fair values. For those assets and liabilities that did not meet the preceding criterion (such as land, building, in place lease value and above-market and below-market lease intangibles) , Brixmor utilized a combination of market, income and cost approaches and inputs that Brixmor viewed to be representative of those that would be utilized by market participants. Details in respect of these approaches and the related inputs utilized are included in Note 1, Summary of Significant Accounting Policies – Real Estate, of Brixmor’s Combined Consolidated Financial Statements, beginning on page F-13.

The values derived through application of the preceding methodologies and approaches resulted in the fair value of the identifiable assets acquired and liabilities assumed, in the aggregate, exceeding the sum of the fair value of the consideration transferred and the fair value of the noncontrolling interest. Accordingly, Brixmor considered the requirement included in ASC paragraph 805-30-25-4, which provides that, before recognizing a gain on a bargain purchase, a reassessment should be performed to ascertain whether all of the assets acquired and all of the liabilities assumed have been correctly identified and that the measurement methodologies utilized reflected all available information. Through consideration of the preceding requirement, Brixmor determined based on its internal analyses, augmented by those performed by valuation specialists, that all assets and liabilities recognized were appropriate and that the measurement methodologies utilized reflected all available information.

During 2008 and 2009, volatile economic conditions resulted in declines in the real estate markets including those in which Brixmor’s shopping centers are located. Increases in capitalization rates, discount rates and vacancies as well deteriorations of real estate market fundamentals impacted the net operating income and leasing of real estate market participants, including Brixmor, which further contributed to declines in the real estate markets. Beginning in 2010, United States economic and market conditions improved, which resulted in, among other activities, capitalization rate compression and improvements in discount rates and vacancies.

On February 28, 2011, Brixmor agreed to purchase certain United States assets and management platform of Centro Properties Group and its managed funds for approximately $9.0 billion. Subsequent to entering into this agreement, United States economic and market conditions continued to improve, resulting in additional capitalization rate compression and improvements in discount rates and vacancies. The capitalization rate compression is evidenced by the PricewaterhouseCoopers Investor Survey which indicates that capitalization rates on strip centers have decreased 30 basis points from 7.63% at December 31, 2010 to 7.33% at June 30, 2011. In addition, according to Real Estate Research Corp Investment Survey, the average overall rates for RETAIL- ALL TYPES has decreased 32 basis points in that same period.

These factors, principally the capitalization rate compression, resulted in the fair value of the United States assets acquired increasing significantly between February 28, 2011 and the closing date of June 28, 2011 thereby resulting in a gain on bargain purchase.

Part II. Information Not Required in Prospectus, page II-1

Item 33. Other Expenses of Issuance and Distribution, page II-1

Brixmor has revised page II-1 to address the matters identified in the Staff’s comment.

Exhibit Index

We have attached as Annex C and Annex D to this letter, respectively, the forms of the legal and tax opinions that Brixmor anticipates filing with a subsequent pre-effective amendment. In addition, Brixmor has filed certain exhibits with Amendment No. 1. Brixmor advises the Staff that it will file any remaining required exhibits in one or more future pre-effective amendments. Brixmor understands that the Staff requires a reasonable amount of time for review.

Brixmor presently anticipates that it will be converted to a Maryland corporation, and that the IPO Property Transfers will take place, subsequent to the effectiveness of the Registration Statement and prior to the completion of the offering. Accordingly, Brixmor will be filing the “form of” certain documents, including the Charter and Bylaws, and not executed charter documents and agreements. Brixmor advises the Staff that it anticipates filing final agreements and other documents with a Current Report on Form 8-K following effectiveness.

*         *         *         *         *

Please do not hesitate to call Joshua Ford Bonnie at 212-455-3986 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP

Tom Kluck, Esq.

William Demarest

Jessica Barberich

Brixmor Property Group Inc.

Steven F. Siegel, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

David J. Goldschmidt, Esq.

Phyllis G. Korff, Esq.

Annex A

Distribution Policy

See attached.

DISTRIBUTION POLICY

We intend to continue to qualify as a REIT for U.S. federal income tax purposes. The Code generally requires that a REIT annually distribute at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain, and imposes tax on any taxable income retained by a REIT, including capital gains.

We intend to make a pro rata distribution with respect to the quarter during which this offering occurs, based on a distribution rate of $         per share of our common stock for a full quarter. On an annualized basis, this would be $         per share of our common stock, or an annualized distribution rate of approximately     % based on the midpoint of the price range set forth on the cover of this prospectus. We estimate that this initial annual distribution rate will represent approximately     % of estimated cash available for distribution for the 12 months ending June 30, 2014. We do not intend to reduce the annualized distribution per share of our common stock if the underwriters exercise their option to purchase additional shares. Our intended initial annual distribution rate has been established based on our estimate of cash available for distribution for the 12 months ending June 30, 2014, which we have calculated based on adjustments to our pro forma net income for the 12 months ended June 30, 2013. This estimate was based on our pro forma operating results and does not take into account our long-term business and growth strategies, nor does it take into account any unanticipated expenditures that we may have to make or any financings for such expenditures. In estimating our cash available for distribution for the 12 months ending June 30, 2014, we have made certain assumptions reflected in the table and footnotes below, including that there will be no terminations of existing leases in our portfolio after June 30, 2013 (other than scheduled lease expirations) or lease renewals or new leases (other than month-to-month leases) after June 30, 2013 unless a new or renewal lease has been entered into prior to the date of this prospectus.

Our estimate of cash available for distribution does not reflect the effect of any changes in our working capital after June 30, 2013, other than the amount of cash estimated to be used for tenant improvement and leasing commission costs related to leases that may be entered into prior to the date of this prospectus. It also does not reflect the amount of cash estimated to be used for investing activities for acquisition and other activities, other than estimated capital expenditures, or the amount of cash estimated to be used for financing activities, other than scheduled mortgage loan principal repayments on mortgage indebtedness that will be outstanding upon consummation of this offering. Although we have included all material investing and financing activities that we have commitments to undertake as of June 30, 2013, we may undertake other investing and/or financing activities in the future. Any such investing and/or financing activities may have a material effect on our estimate of cash available for distribution. Because we have made the assumptions set forth above in estimating cash available for distribution, we do not intend this estimate to be a projection or forecast of our actual results of operations or liquidity. Our estimate of cash available for distribution should not be considered as an alternative to cash flow from operating activities (computed in accordance with GAAP) or as an indicator of our liquidity or ability to pay dividends or make distributions. In addition, the methodology upon which we made the adjustments described below is not necessarily intended to be a basis for calculating cash available for distribution.

Notwithstanding the estimate set forth below, our future distributions will be at the sole discretion of our board of directors. When determining the amount of future distributions, we expect that our board of directors will consider, among other factors, (1) the amount of cash generated from our operating activities, (2) our expectations of future cash flows, (3) our determination of near-term cash needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (4) the timing of significant redevelopment and re-leasing activities and the establishment of additional cash reserves for anticipated tenant improvements and general property capital improvements, (5) our ability to continue to access additional sources of capital, (6) the amount required to be distributed to maintain our status as a REIT and to reduce any income and excise taxes that we otherwise would be required to pay, (7) any limitations on our distributions contained in our credit or other agreements, including, without limitation, in our Unsecured Credit Facility, and (8) the sufficiency of legally-available assets.

48

If our operations do not generate sufficient cash flow to allow us to satisfy the REIT distribution requirements, we may be required to fund distributions from working capital, borrow funds, sell assets or reduce such distributions. Our board of directors reviews the alternative funding sources available to us from time to time. Our actual results of operations will be affected by a number of factors, including the revenues we receive from our properties, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, please see “Risk Factors.”

Because Brixmor Property Group Inc. is a holding company and has no material assets other than its ownership of the BPG Subsidiary Shares and no material operations other than those conducted by BPG Subsidiary, we will fund any distributions from legally-available assets authorized by our board of directors in three steps:

We did not pay any dividends to the holders of our common stock or Outstanding BPG Subsidiary Shares during the period from June 28, 2011 to December 31, 2011. During 2012 and to date in 2013 we have paid an aggregate of $25.0 million and $37.5 million, respectively, of dividends to the holders of our common stock or Outstanding BPG Subsidiary Shares.

49

The following table describes Brixmor Property Group Inc.’s pro forma net income for the 12 months ended December 31, 2012 and June 30, 2013, and the adjustments it has made thereto in order to estimate its initial cash available for distribution for the 12 months ending June 30, 2014 (amounts in thousands except share and per share data, square footage data and percentages). Pro forma net income reflects adjustments for certain transactions, as described in “Unaudited Pro Forma Financial Information.” Other than such adjustments, these calculations do not assume any changes to Brixmor Property Group Inc.’s operations or any acquisitions or dispositions or other developments or occurrences which could affect operating results and cash flows, or changes in outstanding shares of our common stock. We cannot assure you that actual results will be the same as or comparable to the calculations below.

50

51

Annex B

Unaudited Pro Forma Financial Information

See attached.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial statements reflect the pro forma financial condition and results of operations of Brixmor Property Group Inc. after giving effect to (i) the IPO Property Transfers (as described below), (ii) the acquisition of the interests we did not already hold in Arapahoe Crossings, L.P. (as described below), (iii) borrowings under the Unsecured Credit Facility, including use thereof, (as described below) and (iv) the estimated net proceeds, including use thereof, expected to be received from this offering. The pro forma adjustments associated with these transactions assume that each transaction was completed as of June 30, 2013 for purposes of the unaudited pro forma condensed consolidated balance sheet and as of January 1, 2012 for purposes of the unaudited pro forma condensed consolidated statements of operations.

Our pro forma condensed consolidated financial statements are presented for informational purposes only and are based on information and assumptions that we consider appropriate and reasonable. These pro forma condensed consolidated financial statements do not purport to (i) represent our financial position had this offering, and the other transactions described in these pro forma condensed consolidated financial statements, occurred on June 30, 2013, (ii) represent the results of our operations had this offering, and the other transactions described in these pro forma condensed consolidated financial statements, occurred on January 1, 2012 or (iii) project or forecast our financial position or results of operations as of any future date or for any future period, as applicable.

You should read the information below along with all other financial information and analysis presented in this prospectus, including the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical financial statements and related notes included elsewhere in this prospectus.

IPO Property Transfers

In connection with this offering, certain investment funds affiliated with our Sponsor will contribute their ownership interests in 43 properties (the “Acquired Properties”) to us, and we will distribute 45 properties that we have historically held in our portfolio (the “Non-Core Properties”) to our pre-IPO owners. We refer to our Sponsor, funds affiliated with Centerbridge and the members of our management who own shares of our common stock and shares of the common stock of our majority-owned subsidiary, BPG Subsidiary Inc., and who will receive units in Brixmor Operating Partnership LP as part of the IPO Property Transfers as our “pre-IPO owners.”

Our acquisition of the Acquired Properties will be accounted for as a business combination resulting in the consideration exchanged for the Acquired Properties being allocated to the acquired assets and assumed liabilities based on their fair values on the date of acquisition, including identifiable intangible assets and liabilities.

The distribution of our ownership interests in the Non-Core Properties to our pre-IPO owners is expected to be effected through the consummation of two separate transactions due to the existence of transfer restrictions governing certain of our unsecured notes that are in effect through January 15, 2014. The first transaction, which will occur at the time of this offering, will consist of our Operating Partnership issuing a special class of units to our pre-IPO owners thereby providing our pre-IPO owners with all economic rights and obligations associated with ownership of the Non-Core Properties. The second transaction, expected to be consummated following the expiration of the aforementioned transfer restrictions, will consist of our Operating Partnership redeeming the special class of units in exchange for the Non-Core Properties pursuant to certain redemption provisions providing us with the right to redeem such units at any time. The distribution of the Non-Core Properties will be accounted for at fair value with any resulting gain or loss recognized in earnings. Following this offering and the IPO Property Transfers, we will continue to manage the Non-Core Properties for which we will receive customary management, leasing and other fees from our Sponsor.

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Acquisition of Arapahoe Crossings, L.P.

As of June 30, 2013, we owned a 30% ownership interest in Arapahoe Crossings, L.P. (“Arapahoe”), an unconsolidated real estate joint venture, which owns a single shopping center in the Denver, Colorado having 466,363 sq. ft. of GLA. On May 15, 2013, we entered into an agreement with our joint venture partner to acquire the remaining 70% interest not owned by us in exchange for $20.0 million in cash, subject to a $41.9 million mortgage encumbering the asset. The transaction closed on July 31, 2013 and will be accounted for as a business combination with any resulting gain or loss associated with our previously held equity interest being recognized in earnings.

Unsecured Credit Facility

On July 16, 2013, we entered into a new $2,750.0 million Unsecured Credit Facility with a syndicate of lenders consisting of a $1,500.0 million term loan and a $1,250.0 million revolving credit facility. We expect to use the $1,500.0 million term loan and approximately $881.0 million of borrowings under the revolving credit facility to repay an equal amount of our existing indebtedness.

Offering Proceeds

We estimate that the net proceeds to us from this offering will be approximately $702.0 million, or $809.5 million if the underwriters exercise their option to purchase additional shares in full (assuming shares are sold at $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus) after deducting underwriting discounts and other estimated expenses of this offering. Net proceeds of this offering will be used (i) to repay outstanding borrowings under the Unsecured Credit Facility, (ii) to repay indebtedness owed to our Sponsor that is attributable to certain of the Acquired Properties, (iii) to pay transaction costs associated with the IPO Property Transfers and (iv) to pay transfer fees associated with our outstanding mortgage loans.

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Brixmor Property Group Inc. and Subsidiaries

Pro Forma Condensed Consolidated Balance Sheet

June 30, 2013

(Unaudited and in thousands)

58

Brixmor Property Group Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Six Months Ended June 30, 2013

(Unaudited and in thousands, except per share data)

59

Brixmor Property Group Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2012

(Unaudited and in thousands, except per share data)