UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~March~~August 2724, ~~2015~~2016

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-36160	45-2433192
Maryland (Brixmor Property Group Inc.)	001-36160	45-2433192
Delaware	333-201464-01	80-0831163
Delaware (Brixmor Operating Partnership LP)	333-201464-01	80-0831163
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

~~420~~450 Lexington Avenue

New York, New York ~~10170~~10017

(Address of Principal Executive Offices) (Zip Code)

(212) 869-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01 ~~Other~~ ~~Events~~Entry into a Material Definitive Agreement.

On ~~March~~August 2724, ~~2015~~2016, ~~certain~~Brixmor ~~investment~~Operating ~~funds~~Partnership ~~affiliated~~LP ~~with~~(the ~~The~~“Operating ~~Blackstone~~Partnership”), an indirect subsidiary of Brixmor Property Group LInc.P., ~~(“Blackstone”)~~ completed the previously- announced ~~underwritten public~~ offering ~~(the “Offering”)~~ of ~~22,~~$500,000,000 ~~shares~~aggregate ~~(the~~principal ~~“Shares”)~~amount of ~~common stock, par value $0~~3.01250% ~~per~~Senior ~~share,~~Notes ofdue ~~Brixmor~~2023 ~~Property Group Inc.~~ (the “~~Company~~Notes”) ~~at a public offering price of $26~~.~~38 per share.~~

In connection with the ~~Offering,~~issuance ~~Blackstone~~of ~~and~~the Notes, the ~~Company~~Operating Partnership entered into ana ~~underwriting~~Fourth ~~agreement~~Supplemental ~~(the~~Indenture, ~~“Underwriting~~dated ~~Agreement”)~~August by24, ~~and~~2016 ~~among~~ (the ~~Company,~~“Fourth ~~BPG~~Supplemental ~~Subsidiary Inc.~~Indenture”), ~~Brixmor~~between the Operating Partnership LP, ~~Blackstone,~~as ~~Citigroup Global Markets Inc.~~issuer, ~~J.P.~~and ~~Morgan~~The ~~Securities~~Bank ~~LLC,~~of ~~Merrill~~New ~~Lynch,~~York ~~Pierce~~Mellon, ~~Fenner~~as &trustee ~~Smith~~(the ~~Incorporated and Wells Fargo Securities~~“Trustee”), ~~LLC.~~which ~~Subject~~supplemented to the ~~terms~~Indenture, ~~and~~dated ~~conditions~~January ~~stated~~21, in2015 (the ~~Underwriting~~“Base ~~Agreement,~~Indenture” ~~each underwriter agreed to purchase~~and, ~~and~~together ~~Blackstone~~with ~~agreed~~the toFourth ~~sell~~Supplemental ~~to that underwriter~~Indenture, the ~~number~~“Indenture”), ofbetween ~~Shares set forth opposite~~ the ~~underwriter’s~~Operating ~~name~~Partnership inand ~~Schedule I thereto. The Company did not receive any proceeds from~~ the ~~sale of the Shares by Blackstone~~Trustee.

The ~~above~~Notes ~~description~~bear interest at a rate of 3.250% per annum accruing from August 24, 2016. Interest on the ~~Underwriting~~Notes ~~Agreement~~is ~~does~~payable ~~not~~semi-annually ~~purport~~on toMarch be15 aand ~~complete~~September ~~summary~~15 of ~~and~~each isyear, ~~qualified~~commencing inMarch ~~its~~15, ~~entirety~~2017. byThe ~~reference~~Notes towill ~~the~~mature ~~Underwriting~~on ~~Agreement~~September 15, a2023. ~~copy~~The Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of ~~which~~payment iswith ~~filed~~all asof ~~Exhibit~~the ~~99.1~~Operating ~~hereto~~Partnership’s existing and isfuture ~~incorporated~~unsecured ~~herein~~and unsubordinated indebtedness. The Notes are not guaranteed by ~~reference~~Brixmor Property Group Inc. or any of its subsidiaries.

The Operating Partnership may redeem the Notes at its option and in its sole discretion at any time or from time to time prior to September 15, 2023 in whole or in part at the applicable make-whole redemption price specified in the Fourth Supplemental Indenture. If the Notes are redeemed on or after July 15, 2023 (two months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

The Indenture contains certain covenants that, among other things, limit the ability of the Operating Partnership, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture will require the Operating Partnership to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

The foregoing description is a summary of terms of the Indenture and the Notes and does not purport to be a complete statement of the parties’ rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the Fourth Supplemental Indenture, which are included as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and incorporated by reference herein.

The offering of the Notes was made pursuant to a shelf registration statement on Form S-3 (File Nos. 333-201464 and 333-201464-01), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on January 13, 2015. A prospectus supplement, dated August 15, 2016, relating to the Notes and supplementing the prospectus was filed with the SEC pursuant to Rule 424(b)(2) under the Securities Act.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) The following ~~exhibit~~exhibits isare attached to this Current Report on Form 8-K

99.1 Underwriting Agreement dated as of March 23, 2015 by and among Brixmor Property Group Inc., BPG Subsidiary Inc., Brixmor Operating Partnership LP, Blackstone, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC.



4.1		Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the registrants’ Current Report on Form 8-K (File No. 001-36160) filed January 21, 2015, and incorporated herein by reference).

4.2		Fourth Supplemental Indenture, dated August 24, 2016, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee.

4.3		Form of Global Note representing the Notes (included in Exhibit 4.2).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: March 27, 2015	BRIXMOR PROPERTY GROUP INC.
Date: August 24, 2016	BRIXMOR PROPERTY GROUP INC.
	By:	/s/ Steven F. Siegel
	Name:	Steven F. Siegel
	Title:	Executive Vice President,
		General Counsel and Secretary
	BRIXMOR OPERATING PARTNERSHIP LP
	By:	Brixmor OP GP LLC, its general partner
	By:	BPG Subsidiary Inc., its sole member
	By:	/s/ Steven F. Siegel
	Name:	Steven F. Siegel
	Title:	Executive Vice President,
		General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description
99.1		Underwriting Agreement dated as of March 23, 2015 by and among Brixmor Property Group Inc., BPG Subsidiary Inc., Brixmor Operating Partnership LP, Blackstone, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC.
4.1		Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the registrants’ Current Report on Form 8-K (File No. 001-36160) filed January 21, 2015, and incorporated herein by reference).
4.2		Fourth Supplemental Indenture, dated August 24, 2016, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee.
4.3		Form of Global Note representing the Notes (included in Exhibit 4.2).

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