EX-99.A
Published on
Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of BRE Retail Holdco L.P.; Blackstone Retail Transaction II Holdco L.P.; Blackstone Real Estate Associates VI L.P.; BREA VI L.L.C.; BRE Southeast Retail Holdings LLC; BRE Throne JV Member LLC; BRE Throne Parent LLC; BRE Throne Parent Holdco LLC; BRE Throne Holdings Member LLC; BRE Throne NR Parent LLC; BRE Throne REIT LLC; BRE Throne REIT Inc.; BRE Throne REIT Holdco LLC; BRE Throne REIT Parent LLC; Blackstone Real Estate Partners VII.F L.P.; Blackstone Real Estate Partners VII.F (AV) L.P.; Blackstone Real Estate Partners VII L.P.; Blackstone Real Estate Partners VII.TE.1 L.P.; Blackstone Real Estate Partners VII.TE.2 L.P.; Blackstone Real Estate Partners VII.TE.3 L.P.; Blackstone Real Estate Partners VII.TE.4 L.P.; Blackstone Real Estate Partners VII.TE.5 L.P.; Blackstone Real Estate Partners VII.TE.6 L.P.; Blackstone Real Estate Holdings VII L.P.; Blackstone Real Estate Associates VII L.P.; BREA VII L.L.C.; Blackstone Real Estate Holdings VII –ESC L.P.; BREP VII Side-By-Side GP L.L.C.; Blackstone Family Real Estate Partnership VII-SMD L.P.; Blackstone Family GP L.L.C.; Blackstone Holdings III L.P.; Blackstone Holdings III GP L.P.; Blackstone Holdings III GP Management L.L.C.; The Blackstone Group L.P.; Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Brixmor Property Group Inc., a Maryland corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14th day of February 2014.
| BRE Retail Holdco L.P. | ||
| By: Blackstone Real Estate Associates VI L.P, its general partner | ||
| By: BREA VI L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Retail Transaction II Holdco L.P. | ||
| By: Blackstone Real Estate Associates VI L.P, its general partner | ||
| By: BREA VI L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
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| Blackstone Real Estate Associates VI L.P. | ||
| By: BREA VI L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BREA VI L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BRE Southeast Retail Holdings LLC | ||
| By: | /s/ William J. Stein | |
| Name: | William J. Stein | |
| Title: | Senior Managing Director | |
| BRE Throne JV Member LLC | ||
| By: | /s/ William J. Stein | |
| Name: | William J. Stein | |
| Title: | Senior Managing Director | |
| BRE Throne Parent LLC | ||
| By: | /s/ William J. Stein | |
| Name: | William J. Stein | |
| Title: | Senior Managing Director | |
| BRE Throne Parent Holdco LLC | ||
| By: BRE Throne Holdings Member LLC, its sole member | ||
| By: | /s/ William J. Stein | |
| Name: | William J. Stein | |
| Title: | Senior Managing Director | |
| BRE Throne Holdings Member LLC | ||
| By: | /s/ William J. Stein | |
| Name: | William J. Stein | |
| Title: | Senior Managing Director | |
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| BRE Throne NR Parent LLC | ||
| By: | /s/ William J. Stein | |
| Name: | William J. Stein | |
| Title: | Senior Managing Director | |
| BRE Throne REIT LLC | ||
| By: BRE Throne REIT Inc., its sole member | ||
| By: | /s/ William J. Stein | |
| Name: | William J. Stein | |
| Title: | Senior Managing Director | |
| BRE Throne REIT Inc. | ||
| By: | /s/ William J. Stein | |
| Name: | William J. Stein | |
| Title: | Senior Managing Director | |
| BRE Throne REIT Holdco LLC | ||
| By: | /s/ William J. Stein | |
| Name: | William J. Stein | |
| Title: | Senior Managing Director | |
| BRE Throne REIT Parent LLC | ||
| By: | /s/ William J. Stein | |
| Name: | William J. Stein | |
| Title: | Senior Managing Director | |
| Blackstone Real Estate Partners VII.F L.P. | ||
| By: Blackstone Real Estate Associates VII L.P, its general partner | ||
| By: BREA VII L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Real Estate Partners VII.F (AV) L.P. | ||
| By: Blackstone Real Estate Associates VII L.P, its general partner | ||
| By: BREA VII L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
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| Blackstone Real Estate Partners VII L.P. | ||
| By: Blackstone Real Estate Associates VII L.P, its general partner | ||
| By: BREA VII L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Real Estate Partners VII.TE.1 L.P. | ||
| By: Blackstone Real Estate Associates VII L.P, its general partner | ||
| By: BREA VII L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Real Estate Partners VII.TE.2 L.P. | ||
| By: Blackstone Real Estate Associates VII L.P, its general partner | ||
| By: BREA VII L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Real Estate Partners VII.TE.3 L.P. | ||
| By: Blackstone Real Estate Associates VII L.P, its general partner | ||
| By: BREA VII L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Real Estate Partners VII.TE.4 L.P. | ||
| By: Blackstone Real Estate Associates VII L.P, its general partner | ||
| By: BREA VII L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Real Estate Partners VII.TE.5 L.P. | ||
| By: Blackstone Real Estate Associates VII L.P, its general partner | ||
| By: BREA VII L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
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| Blackstone Real Estate Partners VII.TE.6 L.P. | ||
| By: Blackstone Real Estate Associates VII L.P, its general partner | ||
| By: BREA VII L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Real Estate Holdings VII L.P. | ||
| By: BREP VII Side-By-Side GP L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Real Estate Associates VII L.P. | ||
| By: BREA VII L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BREA VII L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Real Estate Holdings VII –ESC L.P. | ||
| By: BREP VII Side-By-Side GP L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BREP VII Side-By-Side GP L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| Blackstone Family Real Estate Partnership VII-SMD L.P. | ||
| By: Blackstone Family GP L.L.C., its General Partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
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| Blackstone Family GP L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III L.P. | ||
| By: Blackstone Holdings III GP L.P., its general partner | ||
| By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III GP L.P. | ||
| By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| THE BLACKSTONE GROUP L.P. | ||
| By: Blackstone Group Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
|
/s/ Steven A. Schwarzman | ||
| STEPHEN A. SCHWARZMAN | ||
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