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EXHIBIT 1.1
BRE PROPERTIES, INC.
("Company")
Debt Securities
TERMS AGREEMENT
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January 5, 2001
To: The Representative of the Underwriters identified herein
Dear Sirs and Mesdames:
The undersigned agrees to sell to the several Underwriters named in Schedule A
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hereto for their respective accounts, and the Underwriters agree, severally but
not jointly, to purchase, on and subject to the terms and conditions of the
Underwriting Agreement attached hereto ("Underwriting Agreement"), the following
securities ("Offered Securities") on the following terms:
Title of Offered Securities: 7.45% Notes due 2011.
Aggregate Principal Amount of Offered Securities: $250,000,000
Interest: 7.45% per annum, from January 12, 2001 or from the most recent
date to which interest has been paid or duly provided for, payable
semiannually in arrears on each January 15 and July 15, commencing July 15,
2001, to holders of record on the preceding January 1 or July 1, as the case
may be.
Maturity: January 15, 2011.
Optional Redemption: The Offered Securities are redeemable at the option
of the Company, in whole or in part, at any time, at the make-whole redemption
price described in the Officers' Certificate establishing the terms of the
Offered Securities pursuant to the Indenture.
Sinking Fund: None.
Listing: None.
Purchase Price: The purchase price for the Offered Securities to be paid
by the several Underwriters shall be 98.932% of the principal amount, plus
accrued interest, if any, from January 12, 2001.
Expected Reoffering Price: The initial public offering price for the
Offered Securities shall be 99.582% of the principal amount, plus accrued
interest, if any, from January 12, 2001.
Closing Date: 7:00 A.M. (San Francisco Time) on January 12, 2001, at the
offices of Latham & Watkins, 505 Montgomery Street, Suite 1900, San Francisco,
California 94111.
Method of Payment: Wire transfer in Federal (same day) funds.
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Securities Remaining under Shelf: Immediately prior to the issuance of the
Offered Securities on the Closing Date, securities with an aggregate initial
public offering price of $112,435,000 have been issued under the Registration
Statement.
Settlement and Trading: Book-Entry Only via DTC.
Blackout: Until the Closing Date.
Underwriters:
The names of the Underwriters and the respective aggregate principal
amounts of the Offered Securities to be purchased by each of the Underwriters
are set forth opposite their names in Schedule A hereto.
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Notices to Underwriters: Credit Suisse First Boston Corporation, Eleven
Madison Avenue, New York, New York 10010-3629, Attention: Transactions
Advisory Group.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of the following information in the Preliminary Prospectus
and the Prospectus furnished on behalf of each Underwriter: (1) the third
paragraph under the caption "Underwriting"; (2) the second sentence in the
fifth paragraph under the caption "Underwriting"; and (3) the seventh
paragraph under the caption "Underwriting."
2
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If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the
several Underwriters in accordance with its terms.
Very truly yours,
BRE PROPERTIES, INC.
By: /s/ EDWARD F. LANGE, JR.
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Name: Edward F. Lange, Jr.
Title: Executive Vice President,
Chief Financial Officer
The foregoing Terms Agreement is hereby
confirmed and accepted as of the date
first above written.
Credit Suisse First Boston Corporation
By: /s/ DAVID GENOVESE
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Name: David Genovese
Title: Director
Acting on behalf of itself and as
the Representative of the several
Underwriters.
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SCHEDULE A
Aggregate
Principal
Underwriter Amount
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Credit Suisse First Boston Corporation................. $175,000,000
UBS Warburg LLC........................................ $ 50,000,000
A.G. Edwards & Sons, Inc............................... $ 12,500,000
First Union Securities, Inc............................ $ 12,500,000
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Total............................... $250,000,000
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