Regency Centers Corporation (“Regency” or the “Company”) (NYSE: REG)
announced today the pricing of an underwritten public offering of
3,100,000 shares of its common stock subject to the forward sale
agreement described below, which will result in approximately $233
million of gross proceeds (assuming such forward sale agreement is
physically settled based on the offer price to the public of $75.25, as
described more fully below), before any underwriting discount and
offering expenses.
J.P. Morgan is acting as sole manager for the offering, which is
expected to close on March 23, 2016.
In connection with the offering, Regency has entered into a forward sale
agreement with an affiliate of J.P. Morgan (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, in certain circumstances, 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 3,100,000 shares of the Company’s common stock
at the close of the offering.
Settlement of the forward sale agreement will occur on one or more dates
no later than approximately 15 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, before any underwriting discount and offering
expenses, equal to the offer price to the public, which will be $75.25
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 potential acquisition opportunities, fund
development and redevelopment activities, 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.
The offering is being made pursuant to the Company’s effective shelf
registration statement and prospectus filed by Regency with the
Securities and Exchange Commission. To obtain a copy of the prospectus
supplement and related base prospectus for this offering, please contact
J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions at
1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at
(866) 803‐9204.
About Regency Centers Corporation
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
318 retail properties encompasses over 42.8 million square feet located
in top markets throughout the United States, including co-investment
partnerships. Regency has developed 221 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160317006309/en/
Copyright Business Wire 2016