October 4, 2013

VIA COURIER AND EDGAR

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. 3 (“Amendment No. 3”) to the above-referenced Registration Statement relating to the offering of shares of Brixmor’s common stock, marked to show changes from Amendment No. 2 as filed on September 23, 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 October 2, 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. 3. The responses and

information described below are based upon information provided to us by Brixmor. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to such terms in Amendment No. 3.

To facilitate the Staff’s review, we have attached as Annex A to this letter versions of the “Distribution Policy,” “Capitalization,” “Dilution” and “Unaudited Pro Forma Financial Information” sections of the Registration Statement that have been completed using certain assumptions relating to the offering size and price, in each case, marked to show changes from the corresponding sections supplementally submitted to the Staff on September 25, 2013.

General

Brixmor has revised the disclosure on pages 14 and 157 to clarify that Brixmor Property Group Inc. was formerly known as BRE Retail Parent Inc. and to provide the date of the name change.

Cover Page of the Prospectus

Brixmor respectfully submits that each of the firms listed on the cover page of the prospectus is a “lead or managing underwriter” for the offering in accordance with Item 501(b)(8)(i) of Regulation S-K. To clarify this, Brixmor has removed the words “Joint Bookrunning Managers” and “Co-managers” from the cover page. Rule 12b-2 promulgated under the Securities Exchange Act of 1934 defines the term “managing underwriter” to include “an underwriter (or underwriters) who, by contract or otherwise, deals with the registrant; organizes the selling effort; receives some benefit directly or indirectly in which all other underwriters similarly situated do not share in proportion to their respective interests in the underwriting; or represents any other underwriters in such matters as maintaining the records of the distribution, arranging the allotments of securities offered or

arranging for appropriate stabilization activities, if any.” Managing underwriters perform responsibilities in connection with the offering, including, among other things, due diligence, active participation in drafting the registration statement and the prospectus, and marketing the offering to potential accounts. Each of the firms listed on the cover page of the prospectus has performed one or more of these functions and therefore should be considered to be a managing underwriter of the offering. Brixmor further advises the Staff that, as is customary in such offerings, the managing underwriters are distinguished on the cover page of the prospectus by font size to reflect the portion of the offered securities that each of them has committed to purchase in the offering. Since each of the underwriters named in the “Underwriting” section is a lead or managing underwriter for purposes of Regulation S-K, it is unnecessary to indicate which one is serving in a lead or managing underwriter capacity. Brixmor notes that such section indicates which underwriters are acting as joint book-running managers and, for purposes of the underwriting agreement, representatives of the underwriters.

Table of Contents, page i

Brixmor advises the Staff that the definition of “pre-IPO owners” includes 17 members of the Brixmor management team, including Michael A. Carroll, Brixmor’s Chief Executive Officer, Michael V. Pappagallo, Brixmor’s President and Chief Financial Officer, Timothy Bruce, Brixmor’s Executive Vice President, Leasing and Redevelopment, Steven F. Siegel, Brixmor’s Executive Vice President, General Counsel & Secretary, Dean Bernstein, Brixmor’s Executive Vice President, Acquisitions and Dispositions, Steven A. Splain, Brixmor’s Executive Vice President, Chief Accounting Officer and Carolyn Carter Singh, Brixmor’s Executive Vice President, Human Resources & Administration. Brixmor has revised the disclosure on page ii to so disclose.

Summary, page 1

Brixmor advises the Staff that certain grocers are not contractually obligated under the terms of their leases to provide sales data or average sales PSF to Brixmor and accordingly do not provide such data to Brixmor. Brixmor believes that the average sales PSF of reporting grocers is representative of the average sales PSF of total grocers. Brixmor has revised pages 2 and 115 to so disclose.

The Offering, page 15

Brixmor has expanded its disclosure on page 15 to clarify that the Outstanding BPG Subsidiary Shares and Outstanding OP Units are inclusive of shares and units, respectively, that will be received by management in conjunction with the conversions of previously issued compensation interests.

Distribution Policy, page 49

Brixmor respectfully advises the Staff that its lease renewal retention rate for its IPO Portfolio averaged 83% over both the 3  ¹⁄₂ year period from January 1, 2010 to June 30, 2013 and the twelve month period from July 1, 2012 to June 30, 2013. Brixmor has revised footnote (1) to the table on page 52 to so disclose.

Brixmor has revised the table on pages 51 and 52 to include an adjustment to reduce cash available for distribution for the expected $69.4 million of tenant-driven redevelopment costs.

Brixmor respectfully advises the Staff that the historical recurring capital expenditures PSF for each of the last 4 years were as follows:

2012 - $0.28

2011 - $0.28

2010 - $0.18

2009 - $0.07

During 2009 and 2010, while under Centro Properties Group control, there were capital constraints which reduced Brixmor’s ability to incur normal, recurring capital expenditures at its properties. Accordingly, in 2011 and 2012, once under the Sponsor’s ownership, Brixmor was able to increase its spending for capital expenditures that were deferred in the earlier years. As of today, the properties have been updated and Brixmor believes spending is back at a normal, recurring rate of approximately $0.20 PSF. Therefore, the Company believes that using the four year average is appropriate. Brixmor advises the Staff supplementally that the historical recurring expenditures for the previous ten years including 2003 through 2012 was $0.19 PSF.

Brixmor has revised footnote (8) to the table on page 52 and page 92 to address each of the matters identified in the Staff’s comment.

Dilution, page 55

Brixmor has revised page 55 to address each of the matters identified in the Staff’s comment.

Unaudited Pro Forma Financial Information, page 57

Brixmor has revised pages 65 and 66 to address each of the matters identified in the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition and Result s of Operations, page 72

Our Critical Accounting Policies

Real Estate, page 101

Brixmor confirms that it has included all capitalized salaries, G&A, and any other indirect costs in its evaluation of the materiality of soft costs. Brixmor advises the Staff that it capitalizes compensation costs and general and administrative costs related to employees directly involved in construction and redevelopment activities. These costs include payroll, payroll taxes, employee benefit costs, and

travel and entertainment costs. For the six months ended June 30, 2013 and the year ended December 31, 2012, Brixmor capitalized approximately $2.7 million and $5.6 million of such costs, respectively. Brixmor has revised page 103 to so disclose.

Management, page 156

Brixmor has revised the biographical summaries of the director nominees on pages 158 and 159 to provide the dates, including the month and year, during which each such director nominee carried on his principal occupation and employment during the past five years.

Item 33. Recent Sales of Unregistered Securities, page II-1

Brixmor has included the sale of the unregistered securities to be issued in connection with the IPO Property Transfers in Item 33 on page II-1.

*        *        *         *        *

Please do not hesitate to call Michael V. Pappagallo, President and Chief Financial Officer of Brixmor, at 646-344-8700 with any questions or further comments you may have regarding accounting matters and Joshua Ford Bonnie at 212-455-3986 with any other questions or further comments you may have regarding this filing.

Tom Kluck, Esq.

Jessica Barberich

William Demarest

Brixmor Property Group Inc.

Michael V. Pappagallo

Steven F. Siegel, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

David J. Goldschmidt, Esq.

Phyllis G. Korff, Esq.

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 $0.15 per share of our common stock for a full quarter. On an annualized basis, this would be $0.60 per share of our common stock, or an annualized distribution rate of approximately 4.0% 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 96.0% 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.

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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.

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The following table describes Brixmor Property Group Inc.’s pro forma net income/(loss) from continuing operations 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/(loss) from continuing operations 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.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2013:

You should read this table together with the other information contained in this prospectus, including “Our Organizational Structure,” “Use of Proceeds,” “Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes that appear elsewhere in this prospectus.

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DILUTION

If you invest in our shares, your interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share immediately after the completion of this offering.

Our pro forma net tangible book value as of June 30, 2013 was approximately $1.989 billion or $5.92 per share. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, after giving effect to the IPO Property Transfers, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares outstanding, after giving effect to the IPO Property Transfers and the transactions described in “Unaudited Pro Forma Financial Information” and assuming that all of the Outstanding BPG Subsidiary Shares and the Outstanding OP Units are exchanged for newly-issued shares of our common stock on a one-for-one basis.

After giving effect to the IPO Property Transfers, including this offering (at an assumed initial public offering price of $15.00 per share) and the intended application of the net proceeds therefrom as described in “Use of Proceeds,” our pro forma net tangible book value as of June 30, 2013 would have been $2.689 billion, or $6.97 per share. This represents an immediate increase in the net tangible book value of $1.05 per share and an immediate dilution of $8.03 per share to new investors purchasing shares in this offering. The following table illustrates this dilution per share:

($ in thousands)

Pro forma intangible assets of $680.8 million consist of $618.5 million of lease intangibles included in Real estate, net and $62.3 million in Deferred charges and prepaid expenses, net. Pro forma intangible lease liabilities of $396.1 million included in Accounts payable, accrued expenses and other liabilities. Redeemable and certain non-controlling interests consists $21.5 million included in Redeemable non-controlling interests in partnership and non-controlling interests of $3.9 million included with non-controlling interests.

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A $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per share would increase (decrease) the amount of pro forma net tangible book value attributable to investors in this offering by $0.12 per share, and the dilution to investors in this offering by $0.88 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and no exercise of the underwriters’ option to purchase additional shares.

The following table summarizes, on the same pro forma basis as of June 30, 2013, the total number of shares purchased from us, the total cash consideration paid to us and the average price per share paid by our pre-IPO owners and by new investors purchasing shares in this offering, assuming that all of the Outstanding BPG Subsidiary Shares and the Outstanding OP Units are exchanged for newly-issued shares of our common stock on a one-for-one basis.

A $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per share would increase (decrease) the total consideration paid by the investors in this offering by $50,000,000, and would increase (decrease) the percent of total consideration paid by the investors by approximately 1.30%, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and no exercise of the underwriters’ option to purchase additional shares.

If the underwriters’ option to purchase additional shares is exercised in full, the following will occur:

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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 region 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 $883.1 million of borrowings under the revolving credit facility to repay an equal amount of our existing indebtedness.

Offering Proceeds

We estimate that the gross proceeds to us from this offering will be approximately $750.0 million and that proceeds to us net of underwriting discounts and estimated offering expenses will be $702.5 million, or $809.4 million if the underwriters exercise their option to purchase additional shares in full (assuming shares are sold at $15.00 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)

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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)

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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)