CORRESP: Correspondence
Published on
VIA EDGAR
October 25, 2013
| Re: | Acceleration Request for Brixmor Property Group Inc. |
| Registration Statement on Form S-11 (File No. 333-190002) |
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 October 29, 2013, 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 |
October 25, 2013
VIA EDGAR
| Re: | Brixmor Property Group Inc. |
Registration Statement on Form S-11
File No. 333-190002
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 October 29, 2013, 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. |
| Very truly yours,
BRIXMOR PROPERTY GROUP INC. | ||
| By: | /s/ Michael V. Pappagallo | |
| Name: | Michael V. Pappagallo | |
| Title: | President and Chief Financial Officer | |
[Signature Page—Acceleration Request]
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
October 25, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Sandra B. Hunter, Staff Attorney |
| Re: | Brixmor Property Group Inc. |
Registration Statement on Form S-11 (File No. 333-190002)
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 Noon, Eastern Time, on October 29, 2013 or as soon thereafter as practicable.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act:
| (i) | Dates of distribution: October 17, 2013 through the date hereof. |
| (ii) | Number of prospectuses distributed: a total of approximately 11,300 copies of the prospectus were distributed to prospective underwriters, institutional investors, dealers and others. |
| (iii) | We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934. |
[SIGNATURE PAGE FOLLOWS]
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/ Jeffrey D. Horowitz | |
| Name: | Jeffrey D. Horowitz | |
| Title: | Managing Director | |
| Head of Global Real Estate, Gaming & Lodging Investment Banking | ||
| By: | CITIGROUP GLOBAL MARKETS INC. | |
| By: | /s/ Auren Kule | |
| Name: | Auren Kule | |
| Title: | Director | |
| By: | J.P. MORGAN SECURITIES LLC | |
| By: | /s/ Nathan Brunner | |
| Name: | Nathan Brunner | |
| Title: | Vice President | |
| By: | WELLS FARGO SECURITIES, LLC | |
| By: | /s/ David Herman | |
| Name: | David Herman | |
| Title: | Director | |
[SIGNATURE PAGE TO ACCELERATION REQUEST]