Obligation Federated Realty Investments 3.5% ( US313747BA44 ) en USD

Federated Realty Investments

95.067 % ▼

Etas-Unis

US313747BA44 ( en USD )

3.5% par an ( paiement semestriel )

01/06/2030

Prospectus brochure de l'obligation Federal Realty Investment US313747BA44 en USD 3.5%, échéance 01/06/2030

1 000 USD

400 000 000 USD

313747BA4

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/06/2026 ( Dans 58 jours )

Federal Realty Investment Trust est une société de placement immobilier américaine spécialisée dans la propriété, la gestion et le développement de centres commerciaux de proximité et de propriétés de détail de haute qualité, principalement situés dans des marchés métropolitains de la côte Est des États-Unis.

L'Obligation émise par Federated Realty Investments ( Etas-Unis ) , en USD, avec le code ISIN US313747BA44, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2030

L'Obligation émise par Federated Realty Investments ( Etas-Unis ) , en USD, avec le code ISIN US313747BA44, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Federated Realty Investments ( Etas-Unis ) , en USD, avec le code ISIN US313747BA44, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224701
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Amount of
Title of Each Class of
to be
Offering
Aggregate Offering
Registration
Securities to be Registered

Registered

Price Per Unit

Price

Fee(1)
3.50% Notes due 2030

$400,000,000

98.911%

$395,644,000

$51,355
3.95% Notes due 2024

$300,000,000

103.257%

$309,771,000

$40,209

(1)
This filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), and relates to the
Registration Statement on Form S-3 (No. 333-224701) filed on May 7, 2018 (the "Registration Statement"). In accordance with Rules 456(b) and
457(r) under the Securities Act, the registrant deferred payment of the registration fee for the Registration Statement.
Table of Contents

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 7, 2018)
$700,000,000

$400,000,000 3.50% Notes due 2030
$300,000,000 3.95% Notes due 2024

We are offering $700,000,000 aggregate principal amount of notes in two separate series. We are offering: (i) $400,000,000 aggregate principal amount of
3.50 % Notes due 2030 (the "2030 Notes"); and (ii) $300,000,000 aggregate principal amount of 3.95% Notes due 2024 (the "2024 Notes" and, together
with the 2030 Notes, the "notes"). The 2030 Notes will bear interest at the rate of 3.50 % per year, and the 2024 Notes will bear interest at the rate of
3.95% per year. Interest on the 2030 Notes will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1,
2020, and interest on the 2024 Notes offered hereby will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15,
2020. The 2030 Notes will mature on June 1, 2030, and the 2024 Notes will mature on January 15, 2024. We may redeem some or all of the notes at any
time before maturity at the applicable redemption price discussed under the caption "Description of Notes -- Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. The notes will
be effectively subordinated to the prior claims of each secured mortgage lender to any specific property that secures such lender's mortgage and to all of
the unsecured indebtedness of our subsidiaries.
The 2030 Notes are a new issue of securities with no established trading market. The 2024 Notes offered hereby will become part of the same series as our
outstanding 3.95% Notes due 2024, $300,000,000 of which were originally issued on December 9, 2013, for all purposes, and the term 2024 Notes as used
herein refers to the 2024 Notes offered hereby together with such outstanding notes. We do not intend to apply to list the notes on any securities exchange.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement, on page 3 of the accompanying
prospectus, in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission, or
the SEC, on February 10, 2020 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 6,
2020.

Per 2030 Note
Total 2030 Notes
Per 2024 Note
Total 2024 Notes
Public offering price (1)(2)

98.911%
$
395,644,000

103.257%
$
309,771,000
Underwriting discount

0.650%
$
2,600,000

0.500%
$
1,500,000
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Proceeds, before expenses, to us (2)

98.261%
$
393,044,000

102.757%
$
308,271,000

(1)
Plus accrued interest with respect to the notes from May 11, 2020, if settlement occurs after that date.
(2)
Plus accrued interest with respect to the 2024 Notes from and including January 15, 2020 to, but not including, May 11, 2020 in the amount of $3,818,333.33.
Accrued interest must be paid by purchasers of the 2024 Notes.
The underwriters expect to deliver the notes to purchasers in book-entry only form through the facilities of The Depository Trust Company on or about
May 11, 2020.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement
or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

Citigroup
Deutsche Bank Securities
Jefferies
US Bancorp

Wells Fargo Securities
Regions Securities LLC

SunTrust Robinson Humphrey

TD Securities
Co-Managers

J.P. Morgan

Scotiabank

The date of this prospectus supplement is May 7, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-
ii
Cautionary Statement Concerning Forward-Looking Statements
S-
ii
Prospectus Supplement Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-8
Description of Notes
S-9
Additional Material Federal Income Tax Considerations
S-
18
Underwriting (Conflicts of Interest)
S-
24
Experts
S-
27
Legal Matters
S-
27
Prospectus

Page
About this Prospectus

1
Forward-Looking Statements

1
Prospectus Summary

2
Risk Factors

3
Use of Proceeds

3
Description of Debt Securities

3
Description of Shares of Beneficial Interest
15
Material Federal Income Tax Considerations
29
Plan of Distribution
49
Legal Matters
50
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Experts
51
Where You Can Find More Information
51

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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
You should carefully read this prospectus supplement along with the accompanying prospectus, as well as the information incorporated by reference herein
and therein, before you invest in the notes. These documents contain important information you should consider before making your investment decision.
This prospectus supplement and the accompanying prospectus contain the terms of this offering of notes. The accompanying prospectus contains
information about our securities generally, some of which does not apply to the notes covered by this prospectus supplement. This prospectus supplement
may add, update or change information contained in or incorporated by reference in the accompanying prospectus. If the information in this prospectus
supplement is inconsistent with any information contained in or incorporated by reference in the accompanying prospectus, the information in this
prospectus supplement will apply and will supersede the inconsistent information contained in or incorporated by reference in the accompanying
prospectus.
It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in making your
investment decision. You should also read and consider the additional information incorporated by reference in this prospectus supplement and the
accompanying prospectus. See "Where You Can Find More Information" in the accompanying prospectus.
References to "we," "us," "our," "our company" or "ours" refer to Federal Realty Investment Trust and its directly and indirectly owned subsidiaries,
unless the context otherwise requires. The term "you" refers to a prospective investor.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus
and any related free writing prospectus required to be filed with the SEC. Neither we nor the underwriters have authorized any other person to
provide you with additional or different information. If anyone provides you with additional or different information, you should not rely on it.
Neither we nor the underwriters are making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus supplement, the accompanying prospectus, any such free writing prospectus and the
documents incorporated by reference herein and therein is accurate only as of the respective dates of such documents or such other dates as may
be specified therein. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus contain statements that are not based on historical facts, including statements or information with words such as "may," "will,"
"could," "should," "plans," "intends," "expects," "believes," "estimates," "anticipates," "continues" and other similar words. These statements constitute
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995. In particular, the risk factors
included and incorporated by reference in this prospectus supplement and the accompanying prospectus describe forward-looking information. The risk
factors, including those contained on page S-6 of this prospectus supplement, on page 3 of the accompanying prospectus, in our Annual Report on
Form 10-K for the year ended December 31, 2019, filed with the SEC on February 10, 2020 and in our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020, filed with the SEC on May 6, 2020, describe risks that may affect these statements but are not exhaustive, particularly with respect
to possible future events. Many things can happen that can cause actual results to be different from those we describe. These factors include, but are not
limited to:

·
risks that our tenants may not pay rent, may vacate early or may file for bankruptcy, or that we may be unable to renew leases or re-let space

at favorable rents as leases expire;

·
risks that we may not be able to proceed with or obtain necessary approvals for any redevelopment or renovation project, and that completion

of anticipated or ongoing property redevelopment or renovation projects that we do pursue may cost more, take more time to complete or fail
to perform as expected;

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·
risk that we are investing a significant amount in ground-up development projects that may not perform as planned, may be dependent on
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third parties to deliver critical aspects of certain projects, requires spending a substantial amount upfront in infrastructure, and assumes
receipt of public funding which has been committed but not entirely funded;

·
risks normally associated with the real estate industry, including risks that:

· occupancy levels at our properties and the amount of rent that we receive from our properties may be lower than expected,

· new acquisitions may fail to perform as expected,

· competition for acquisitions could result in increased prices for acquisitions,

· that costs associated with the periodic maintenance and repair or renovation of space, insurance and other operations may increase,

· environmental issues may develop at our properties and result in unanticipated costs, and

· because real estate is illiquid, we may not be able to sell properties when appropriate;

·
risks that our growth will be limited if we cannot obtain additional capital;

·
risks associated with general economic conditions, including local economic conditions in our geographic markets;

·
risks of financing, such as our ability to consummate additional financings or obtain replacement financing on terms which are acceptable to

us, our ability to meet existing financial covenants and the limitations imposed on our operations by those covenants, and the possibility of
increases in interest rates that would result in increased interest expense; and

·
risks related to our status as a real estate investment trust, commonly referred to as a REIT, for federal income tax purposes, such as the

existence of complex tax regulations relating to our status as a REIT, the effect of future changes in REIT requirements as a result of new
legislation, and the adverse consequences of the failure to qualify as a REIT.
Given these uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements or those contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We also make no promise to update any of the forward-looking statements, or to
publicly release the results if we revise any of them.

S-iii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following is only a summary. It should be read together with the more detailed information included elsewhere in this prospectus supplement and
the accompanying prospectus. In addition, important information is incorporated by reference in this prospectus supplement and the accompanying
prospectus.
The Trust
Federal Realty Investment Trust (the "Trust") is an equity REIT specializing in the ownership, management and redevelopment of retail and
mixed-use properties. Our properties are located primarily in densely populated and affluent communities in strategically selected metropolitan
markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida. As of March 31, 2020, we owned or had a
majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 104 predominantly retail real
estate projects comprising approximately 24.1 million square feet. In total, the real estate projects were 93.6% leased and 91.5% occupied at
March 31, 2020. We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per
common share for 52 consecutive years.
We were founded in 1962 as a REIT under the laws of the District of Columbia and re-formed as a REIT in the state of Maryland in 1999. We operate
in a manner intended to qualify as a REIT for tax purposes pursuant to provisions of the Internal Revenue Code of 1986, as amended, or the Code.
Our principal executive offices are located at 1626 East Jefferson Street, Rockville, Maryland 20852. Our telephone number is (301) 998-8100. Our
website address is www.federalrealty.com. The information contained on our website is not a part of this prospectus supplement or the accompanying
prospectus and is not incorporated herein or therein by reference.
Recent Developments
Recent Financing Transactions
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New Term Loan
On May 6, 2020, we entered into a Term Loan Agreement (the "Term Loan Agreement"), by and among the Trust, as Borrower, the financial
institutions party thereto and their permitted assignees, as Lenders, PNC Bank, National Association, as Administrative Agent, and the other parties
thereto. Under the terms of the Term Loan Agreement, we borrowed $400 million in the form of an unsecured term loan (the "New Term Loan"). The
New Term Loan has a stated maturity date of May 6, 2021, subject to one 12-month extension at our option. The New Term Loan initially bears
interest at a rate of LIBOR plus 135 basis points, and the spread over LIBOR is subject to adjustment based on our credit rating. The Term Loan
Agreement does not have an accordion feature. The proceeds of the New Term Loan were used to reduce amounts outstanding under our revolving
credit facility.
Amendment to Revolving Credit Facility
Also on May 6, 2020, we entered into an amendment (the "Amendment") to our Amended and Restated Credit Agreement, dated as of July 25, 2019,
by and among the Trust, as Borrower, each of the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. Among
other things, the Amendment modifies the measurement period for certain financial covenants (and relevant associated definitions) from the most
recent quarter, annualized, to a trailing four-quarter period, includes cash on hand (above a specified level) in the unencumbered asset value
calculation, and allows for construction-in-process to be a higher percentage of certain asset value calculations, all as more specifically provided in
the Amendment.

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Table of Contents
Effects of COVID-19
The COVID-19 pandemic has adversely affected us and many of our tenants. As of May 1, 2020:

·
Estimated on the basis of annualized in place contractual base rent for all occupied spaces as of March 31, 2020, approximately 47% of

our commercial tenants are open and operating on at least a modified basis.

·
We have collected approximately 53% of total April 2020 billed recurring rents.
Due to the uncertainty introduced by the COVID-19 pandemic, our April collections may not be indicative of our future collections, which may
exhibit significant variability. We are currently working with many of our smaller tenants to defer payment of rent for some or all of April, May, and
June to later in 2020, and in many cases into 2021. We are expecting that our rent collections will continue to be significantly below our tenants'
contractual rent obligations for so long as governmental orders require non-essential businesses to remain closed and residents to stay at home, which
will adversely impact our results of operations. The extent of such impact will depend on future developments, which are highly uncertain and cannot
be predicted. Depending upon the duration of tenant closures and the overall economic downturn resulting from COVID-19, we may find that even
deferred rents are difficult to collect, and we may experience higher vacancies. While the duration and severity of the economic impact resulting from
COVID-19 is unknown, we seek to position the Trust to participate in any resulting economic recovery.
Additionally, the pandemic could cause an increase in the number of our tenants experiencing financial distress and potentially bankruptcy. The
pandemic is expected to adversely affect our operating cash flow and percentage rent. It is also possible that the pandemic could adversely affect our
occupancy, increase our property-level expenses, and adversely affect our leasing efforts, and lead to potential impairments.
The Offering
All capitalized terms not defined herein have the meanings specified in "Description of Notes" in this prospectus supplement or in "Description of
Debt Securities" in the accompanying prospectus. For a more complete description of the terms of the notes specified in the following summary, see
"Description of Notes."

Issuer
Federal Realty Investment Trust.
Securities offered
$400 million aggregate principal amount of 3.50% Notes due 2030 and
$300 million aggregate principal amount of 3.95% Notes due 2024.
Maturities
Unless redeemed prior to maturity as described below, the 2030 Notes
will mature on June 1, 2030 and the 2024 Notes will mature on
January 15, 2024.
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Interest payment dates
Interest on the 2030 Notes will be payable semi-annually in arrears
on June 1 and December 1 of each year, beginning on December 1,
2020, and at maturity (or any earlier redemption date). Interest on the
2024 Notes will accrue from January 15, 2020, the last date on which
interest was paid on the notes of the same series previously issued.
Interest on the 2024 Notes will be payable semi-annually in arrears on
January 15 and July 15 of each year, beginning on July 15, 2020, and at
maturity (or any earlier redemption date).

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Table of Contents
Ranking
The notes will be our senior unsecured obligations and will rank pari
passu, or equally, with all of our other unsecured and unsubordinated
indebtedness. The notes will be effectively subordinated to the prior
claims of each secured mortgage lender to any specific property that
secures such lender's mortgage and to all of the unsecured indebtedness
of our subsidiaries. At March 31, 2020, we had outstanding
approximately $555 million (excluding net unamortized premium and
debt issuance costs) of consolidated secured indebtedness, which was
issued by our subsidiaries and is collateralized by all or parts of 13
properties, and which will rank senior to the notes to the extent of the
securing collateral and will also be structurally senior to the notes,
approximately $4 million (excluding net unamortized debt issuance
costs) of unsecured indebtedness issued by our subsidiaries, which will
be structurally senior to the notes, and approximately $3,809 million of
unsecured indebtedness (excluding net unamortized discount or
premium and debt issuance costs), which will rank equally with the
notes.
Use of proceeds
We intend to use the net proceeds from this offering to reduce amounts
outstanding under our revolving credit facility and for general corporate
purposes. See "Use of Proceeds" on page S-8 for more information.

We expect that the sales of the 2030 Notes and the 2024 Notes will take
place concurrently. However, the sales of the 2030 Notes and the 2024
Notes are not conditioned upon each other, and we may consummate
the sale of one series and not the other, or consummate the sales at
different times.
Limitations on incurrence of debt
The notes contain various covenants, including the following:
(1) we will not, and will not permit any subsidiary to, incur any Debt if,
immediately after giving effect to the incurrence of such Debt and the
application of the proceeds thereof, the aggregate principal amount of
all of our and our subsidiaries' outstanding Debt on a consolidated basis
determined in accordance with generally accepted accounting
principles is greater than 60% of the sum of (without duplication)
(a) Total Assets as of the end of the calendar quarter covered in our
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the
case may be, most recently filed with the SEC (or, if such filing is not
permitted under the Exchange Act, with U.S. Bank National
Association, the trustee) prior to the incurrence of such additional Debt
and (b) the purchase price of any real estate assets or mortgages
receivable acquired, and the amount of any securities offering proceeds
received (to the extent such proceeds were not used to acquire real
estate assets or mortgages receivable or used to reduce Debt), by us or
any subsidiary since the end of such calendar quarter, including those
proceeds obtained in connection with the incurrence of such additional
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Debt;

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Table of Contents
(2) we will not, and will not permit any subsidiary to, incur any Debt
secured by any mortgage, lien, charge, pledge, encumbrance or security
interest of any kind upon any of our or any of our subsidiaries' property
if, immediately after giving effect to the incurrence of such Debt and
the application of the proceeds thereof, the aggregate principal amount
of all of our and our subsidiaries' outstanding Debt on a consolidated
basis which is secured by any mortgage, lien, charge, pledge,
encumbrance or security interest on our or our subsidiaries' property is
greater than 40% of the sum of (without duplication) (a) Total Assets as
of the end of the calendar quarter covered in our Annual Report on
Form 10-K or Quarterly Report on Form 10-Q, as the case may be,
most recently filed with the SEC (or, if such filing is not permitted
under the Exchange Act, with the trustee) prior to the incurrence of
such additional Debt and (b) the purchase price of any real estate assets
or mortgages receivable acquired, and the amount of any securities
offering proceeds received (to the extent such proceeds were not used
to acquire real estate assets or mortgages receivable or used to reduce
Debt), by us or any subsidiary since the end of such calendar quarter,
including those proceeds obtained in connection with the incurrence of
such additional Debt; provided that for purposes of this limitation, the
amount of obligations under capital leases shown as a liability on our
consolidated balance sheet shall be deducted from Debt and from Total
Assets;
(3) we will not, and will not permit any subsidiary to, incur any Debt if
the ratio of Consolidated Income Available for Debt Service to the
Annual Debt Service Charge for the four consecutive fiscal quarters
most recently ended prior to the date on which such additional Debt is
to be incurred shall have been less than 1.5 to 1, on an unaudited pro
forma basis after giving effect thereto and to the application of the
proceeds therefrom and calculated on the assumption that: (a) such
Debt and any other Debt incurred by us and our subsidiaries since the
first day of such four-quarter period and the application of the proceeds
therefrom, including to refinance other Debt, had occurred at the
beginning of such period; (b) the repayment or retirement of any other
Debt by us and our subsidiaries since the first day of such four-quarter
period had been repaid or retired at the beginning of such period (except
that, in making such computation, the amount of Debt under any
revolving credit facility shall be computed based upon the average daily
balance of such Debt during such period); (c) in the case of Acquired
Debt or Debt incurred in connection with any acquisition since the first
day of such four-quarter period, the related acquisition had occurred as
of the first day of such period, with the appropriate adjustments with
respect to such acquisition being included in such unaudited pro forma
calculation; and (d) in the case of any acquisition or disposition by us or
our subsidiaries of any asset or group of assets since the first day of
such four-quarter period, whether by merger, stock purchase or sale, or
asset purchase or sale, such acquisition or disposition or any related
repayment of Debt had occurred as of the first day of such period, with
the appropriate adjustments with respect to such acquisition or
disposition being included in such unaudited pro forma calculation; and
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S-4
Table of Contents
(4) we, together with our subsidiaries, will maintain an Unencumbered
Total Asset Value in an amount not less than 150% of the aggregate
outstanding principal amount of all of our and our subsidiaries'
unsecured Debt, taken as a whole.
Optional redemption
The 2030 Notes will be redeemable at any time at our option, in whole
or in part. If the 2030 Notes are redeemed before March 1, 2030 (three
months prior to the stated maturity date), the redemption price will be
equal to the sum of (1) 100% of the principal amount of the 2030 Notes
being redeemed plus accrued and unpaid interest thereon up to, but
excluding, the redemption date, and (2) the Make-Whole Amount, as
defined herein, if any, with respect to such notes.

If the 2030 Notes are redeemed on or after March 1, 2030 (three months
prior to the maturity date), the redemption price will be equal to 100%
of the principal amount of the 2030 Notes being redeemed plus accrued
and unpaid interest thereon to, but excluding, the redemption date.
The 2024 Notes are redeemable at any time at our option, in whole or
in part. If the 2024 Notes are redeemed before 90 days prior to the
maturity date, the redemption price will be equal to the greater of
(1) 100% of the principal amount of the 2024 Notes being redeemed, or
(2) the sum of the present values of the remaining scheduled payments
of principal and interest thereon, discounted to the redemption date on a
semi-annual basis at the Adjusted Treasury Rate plus 20 basis points
(0.20%), plus, in each case, accrued and unpaid interest thereon to, but
excluding, the redemption date. If the 2024 Notes are redeemed on or
after 90 days prior to the maturity date, the redemption price will be
equal to 100% of the principal amount of the 2024 Notes being
redeemed plus accrued and unpaid interest thereon to, but excluding,
the redemption date..

See "Description of Notes -- Optional Redemption" for more
information.
Material federal income tax considerations
For a description of the material U.S. federal income tax considerations
of an investment in the notes, please review the disclosure in this
prospectus supplement under "Additional Material Federal Income Tax
Considerations" and in the accompanying prospectus under "Material
Federal Income Tax Considerations."
Risk factors
Investing in the notes involves risks. Please review the risk factors
discussed beginning on page S-6 of this prospectus supplement, on page
3 of the accompanying prospectus, in our Annual Report on Form 10-K
for the year ended December 31, 2019, filed with the SEC on
February 10, 2020 and in our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020, filed with the SEC on May 6, 2020, and
the other information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus for a
discussion of factors you should consider before deciding to invest in
the notes. You may obtain a copy of our Annual Report on Form 10-K
and the other documents incorporated by reference in this prospectus
supplement and the accompanying prospectus by following the
procedures described under "Where You Can Find More Information"
on page 51 of the accompanying prospectus.
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S-5
Table of Contents
RISK FACTORS
An investment in the notes involves a significant degree of risk. You should carefully consider the following risk factors, together with all of the other
information contained in or incorporated by reference in this prospectus supplement, including the additional risk factors on page 3 of the accompanying
prospectus and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 10,
2020, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 6, 2020, before you decide to
purchase the notes. The risks and uncertainties described below and in the incorporated Annual Report for the year ended December 31, 2019 and
Quarterly Report for the quarter ended March 31, 2020 are not the only ones we may confront. Additional risks and uncertainties not currently known to
us or that we currently deem immaterial also may impair our business operations. If any of those risks actually occur, our financial condition, operating
results, liquidity and prospects could be materially adversely affected. This section contains forward-looking statements.
The COVID-19 pandemic and measures instituted by governments, businesses and households to limit its spread could have a material adverse
effect on our business, results of operations, cash flows, liquidity, financial condition and growth prospects, which could adversely affect our
ability to service our debt, including the notes.
In March 2020, the World Health Organization declared the outbreak of novel coronavirus disease ("COVID-19") as a pandemic. The spread of COVID-19
and measures instituted by governments as well as personal choices intended to prevent its spread, including stay-at-home orders and mandatory business
closures, could inhibit global, national and local economic activity; adversely affect trading activity in securities markets, which could negatively impact the
trading prices of our common shares and debt securities, including the notes, and our ability to access the securities markets as a source of liquidity;
adversely affect our tenants' financial condition by limiting foot traffic and staffing at their businesses, which could affect their ability to pay rent and
willingness to make new leasing commitments; reduce our cash flow, which could impact our ability to pay dividends or to service our debt, including the
notes; temporarily or permanently reduce the demand for retail and office space; interfere with our business operations by requiring our personnel to work
remotely; increase the frequency of cyber-attacks; disrupt supply chains that could be important in our development and redevelopment activities; interfere
with potential purchases and sales of properties; and have other direct and indirect effects that are difficult to predict. We expect these and other factors to
have an adverse effect on our business, results of operations, cash flows, liquidity, financial condition and growth prospects, but the full extent is highly
uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty. Any such adverse effects may make it
more difficult for us to meet our obligations under the notes. For more information, see "Impacts of COVID-19 Pandemic" under Part I, Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020, which is incorporated by reference into this prospectus supplement.
We are dependent on intercompany cash flows to satisfy our obligations under the notes.
We derive a significant portion of our operating income from our subsidiaries. As a holder of notes, you will have no direct claim against our subsidiaries
for payment under the notes. We generate net cash flow from the operations of the assets that we own directly but also rely on distributions and other
payments from our subsidiaries to produce the funds necessary to meet our obligations, including the payment of principal of and interest on the notes. If
the cash flow from our directly owned assets, together with the distributions and other payments we receive from subsidiaries, are insufficient to meet all of
our obligations, we will be required to seek other sources of funds. These sources of funds could include proceeds derived from borrowings under our
existing debt facilities, select property sales and net proceeds of public or private equity or debt offerings. There can be no assurance that we would be able
to obtain the funds necessary to meet our obligations from these sources on acceptable terms or at all.

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The notes will be structurally subordinated to the claims of our subsidiaries' creditors and our subsidiaries' preferred equity holders.
Because the notes will not be guaranteed by our subsidiaries, the notes will be effectively subordinated in right of payment to all of our subsidiaries'
existing and future liabilities. As a result, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any of
our subsidiaries, the holders of any indebtedness of that subsidiary will be entitled to obtain payment of that indebtedness from the assets of that subsidiary
before the holders of any of our general unsecured obligations, including the notes. At March 31, 2020, our consolidated subsidiaries had approximately
$558 million of total secured and unsecured debt outstanding (excluding net unamortized premium and debt issuance costs), all of which was effectively
senior to the notes. If any of our subsidiaries issues preferred equity in the future, the preferred equity will be effectively senior to the notes. At this time,
none of our subsidiaries has any outstanding preferred equity or plans to issue any preferred equity.
The notes will be unsecured and are effectively subordinated to our secured indebtedness.
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Because the notes will be unsecured, they will be effectively subordinated to any of our secured indebtedness to the extent of the value of the assets
securing the indebtedness. The indenture permits us and our subsidiaries to incur additional secured indebtedness, provided that certain conditions are
satisfied. Consequently, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to our company, the holders
of any secured indebtedness will be entitled to proceed against the collateral that secures the secured indebtedness prior to that collateral being available for
satisfaction of any amounts owed under the notes. At March 31, 2020, we had approximately $555 million (excluding net unamortized premium and debt
issuance costs) of consolidated secured debt outstanding, all of which was effectively senior to the notes to the extent of the value of the securing collateral.
An active public trading market for the notes may not develop.
The 2030 Notes will be a new issue of securities with no established trading market. Although the 2024 Notes offered hereby will become part of the same
series as our outstanding 3.95% Notes due 2024 ($300,000,000 aggregate principal amount of which are outstanding prior to giving effect to the
$300,000,000 aggregate principal amount of 2024 Notes offered hereby), we cannot assure you that there will be an active trading market for the 2024
Notes. We do not intend to apply to list the notes on any securities exchange. The underwriters have advised us that they intend to make a market in the
notes after this offering is completed. They are not obligated to do this, however, and may discontinue market-making at any time without notice.
The liquidity of any market for the notes will depend upon various factors, including:

·
the number of holders of the notes;

·
the interest of securities dealers in making a market for the notes;

·
the overall market for debt securities;

·
our financial performance and prospects; and

·
the prospects for companies in our industry generally.
Accordingly, we cannot assure you that an active trading market will develop for the notes. If the notes are traded after their initial issuance, they may
trade at a discount from their initial offering price, depending upon prevailing interest rates and other factors, including those listed above.

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USE OF PROCEEDS
The net proceeds to us from the issuance and sale of the notes offered by this prospectus supplement are estimated to be approximately $700.1 million after
deducting the underwriting discount and other estimated expenses of this offering payable by us (and not including the amount of accrued interest paid by
the purchasers of the 2024 notes). We intend to use these net proceeds to reduce amounts outstanding under our revolving credit facility and for general
corporate purposes.
Our $1.0 billion revolving credit facility matures on January 19, 2024, subject to two six-month extensions at our option. LIBOR loans outstanding under
our revolving credit facility bear interest at seven day, one month, three month or six month LIBOR, at our election, plus a spread of 77.5 basis points,
subject to adjustment based on our credit rating. In addition, we have an option (subject to the approval of the lenders under our revolving credit facility) to
increase our revolving credit facility through an accordion feature to $1.5 billion. As of March 31, 2020, the outstanding balance under our revolving credit
facility was $990 million ($590 million as of May 6, 2020).
Affiliates of certain of the underwriters are lenders under our revolving credit facility and will receive a pro rata portion of the net proceeds used to repay
amounts outstanding thereunder. See "Underwriting (Conflicts of Interest) -- Conflicts of Interest."
We expect that the sales of the 2030 Notes and the 2024 Notes will take place concurrently. However, the sales of the 2030 Notes and the 2024 Notes are
not conditioned upon each other, and we may consummate the sale of one series and not the other, or consummate the sales at different times.

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DESCRIPTION OF NOTES
The following description of the particular terms of the notes offered hereby supplements the description of the general terms and provisions of debt
securities set forth in the accompanying prospectus under the caption "Description of Debt Securities." Certain terms used in this prospectus supplement
are defined in that section of the accompanying prospectus.
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