Regency Centers Corporation (“Regency” or the “Company”)(NYSE: REG) today
announced that it plans to commence an underwritten public offering of
up to 2,500,000 shares of its common stock in connection with the
forward sale agreement described below. In addition, the Company will
grant the underwriter a 30-day option to purchase up to 375,000
additional shares of its common stock.
This offering is being made pursuant to an effective shelf registration
statement and prospectus filed by Regency with the Securities and
Exchange Commission. Wells Fargo Securities is acting as sole manager
for the offering.
In connection with the offering of its common stock, Regency expects to
enter into a forward sale agreement (and, to the extent that the
underwriter exercises its option to purchase additional shares, Regency
may, at its sole discretion, enter into an additional forward sale
agreement) with an affiliate of Wells Fargo Securities, LLC (the
“Forward Purchaser”), under which Regency will agree to sell to the
Forward Purchaser the same number of shares of Regency’s common stock
sold by an affiliate of the Forward Purchaser to the underwriter for
sale in the underwritten public offering (subject to Regency’s right to
elect cash settlement of the forward sale agreement).
In connection with the forward sale agreement, the Forward Purchaser (or
its affiliate) is expected to borrow from third-party lenders and sell
to the underwriter up to 2,500,000 shares of the Company’s common stock
(assuming no exercise by the underwriter of its option to purchase
additional shares) at the close of the offering. If the underwriter
exercises its option to purchase additional shares and the Company
elects not to enter into an additional forward sale agreement with the
Forward Purchaser, the Company will issue and sell to the underwriter
the number of shares of common stock in respect of which such option is
exercised.
Settlement of the forward sale agreement will occur on one or more dates
occurring no later than approximately 12 months after the date of the
prospectus supplement relating to the offering. Upon any physical
settlement of the forward sale agreement, the Company will issue and
deliver to the Forward Purchaser shares of the Company’s common stock in
exchange for cash proceeds per share equal to the forward sale price,
which will initially be the price at which the underwriter agrees to buy
the shares of the Company’s common stock in the offering, and will be
subject to certain adjustments as provided in the forward sale
agreement. The Company may, in certain circumstances, elect cash
settlement for all or a portion of its obligations under the forward
sale agreement.
The Company intends to use any net proceeds that it receives upon
settlement of the forward sale agreement described above or upon any
issuance and sale to the underwriter of shares of the Company’s common
stock in the offering to fund development and redevelopment activities,
fund potential acquisition opportunities, repay maturing debts, and/or
for general corporate purposes.
To obtain a copy of the prospectus supplement and related base
prospectus for this offering, please contact Wells Fargo Securities,
Attention: Equity Syndicate Department, 375 Park Avenue, New York, New
York 10152, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy the securities described herein, nor shall there be
any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. The
offering may be made only by means of a prospectus supplement and
related base prospectus.
About Regency Centers Corporation (NYSE: REG)
With more than 50 years of experience, Regency is the preeminent
national owner, operator and developer of high-quality, grocery-anchored
neighborhood and community shopping centers. The Company’s portfolio of
322 retail properties encompasses over 43.1 million square feet located
in top markets throughout the United States, including co-investment
partnerships. Regency has developed 219 shopping centers since 2000,
representing an investment at completion of more than $3 billion.
Operating as a fully integrated real estate company, Regency is a
qualified real estate investment trust that is self-administered and
self-managed.
Forward-looking statements involve risks and uncertainties. Actual
future performance, outcomes and results may differ materially from
those expressed in forward-looking statements. Please refer to the
documents filed by Regency Centers Corporation with the SEC,
specifically the most recent reports on Forms 10-K and 10-Q, which
identify important risk factors which could cause actual results to
differ from those contained in the forward-looking statements.
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