Regency Centers Corporation (“Regency” or the “Company”) (NYSE: REG)
announced today the closing of its underwritten public offering of
2,875,000 shares of its common stock in connection with the forward sale
agreements described below, which included the underwriter’s full
exercise of its option to purchase up to 375,000 additional shares of
Regency’s common stock. The closing will result in approximately $193.8
million of gross proceeds (assuming each forward sale agreement is
physically settled based on the offer price to the public of $67.40, as
described more fully below), before any underwriting discount and
offering expenses.
The offering was made pursuant to the Company’s effective shelf
registration statement and prospectus filed by Regency with the
Securities and Exchange Commission. Wells Fargo Securities acted as sole
manager for the offering.
In connection with each of the offering of 2,500,000 shares of Regency’s
common stock announced on January 14, 2015, and the 375,000 additional
shares purchased by the underwriter, Regency has entered into a forward
sale agreement with an affiliate of Wells Fargo Securities, LLC (the
“Forward Purchaser”), under which Regency has agreed 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 each forward sale agreement).
In connection with the forward sale agreements, the Forward Purchaser
(or its affiliate) borrowed from third-party lenders and sold to the
underwriter 2,875,000 shares of the Company’s common stock at the close
of the offering.
Settlement of the forward sale agreements 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 either 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, before any underwriting discount
and offering expenses, equal to the offer price to the public, which
will be $67.40 and will be subject to certain adjustments as provided in
the relevant forward sale agreement. The Company may, in certain
circumstances, elect cash settlement for all or a portion of its
obligations under each forward sale agreement.
The Company intends to use any net proceeds that it receives upon
settlement of either 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.
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.
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.
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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