Real Estate Investments

9 Months Ended

Sep. 30, 2023


2.	Real Estate Investments

UBP Acquisition

General

With respect to the acquisition of UBP discussed in Note 1 - Acquisition of Urstadt Biddle Properties Inc, the following table provides the components that make up the total purchase price for the UBP acquisition:


(in thousands, except stock price)	Purchase Price
Shares of common stock issued for acquisition		13,568
Closing stock price on August 17, 2023	$	61.03
Value of common stock issued for acquisition	$	828,025
Other adjustments		(9,495	)
Total value of common stock issued	$	818,530
Debt repaid		39,266
Preferred stock issuance		225,000
Transaction costs		57,197
Other cash payments		68
Total purchase price	$	1,140,061

Purchase Price Allocation

The acquisition has been accounted for using the asset acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, that the total cost or total consideration exchanged be allocated to the real estate properties and related lease intangibles on a relative fair value basis. All the other assets acquired, and liabilities assumed, including notes payable, are recorded at fair value. The total purchase price, including direct transaction costs capitalized, was allocated as follows:


(in thousands)	Purchase Price Allocation
Real estate assets	$	1,379,835
Investments in unconsolidated real estate partnerships		35,942
Real estate assets		1,415,777
Cash, accounts receivable and other assets		51,902
Lease intangible assets		128,663
Total assets acquired		1,596,342

Notes payable		284,706
Accounts payable, accrued expenses, and other liabilities		37,500
Lease intangible liabilities		69,583
Total liabilities assumed		391,789

Non-controlling interest		64,492

Total purchase price	$	1,140,061

The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings and improvements, identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases. This methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements and also determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases. The fair market value of the acquired operating properties is based on a valuation prepared by Regency with assistance of a third party valuation specialist. The third-party specialist utilized stabilized NOI and market specific capitalization rates as the primary valuation inputs in determining the fair value of the real estate assets. Management reviews the inputs used by the third-party specialist as well as the allocation of the purchase price to ensure reasonableness and that the procedures are performed in accordance with management's policy. Management and the third-party valuation specialist prepared their fair value estimates for each of the operating properties acquired. The allocation of the purchase price described above requires a significant amount of judgment

and represents management's best estimate of the fair value as of the acquisition date. The following table details the weighted average amortization and net accretion periods, in years, of the major classes of intangible assets and intangible liabilities arising from the UBP acquisition:


(in years)	Weighted Average Amortization Period
Assets:
In-place leases		8.0
Above-market leases		7.0
Liabilities:
Below-market leases		18.5

Other Acquisitions

The following tables detail the other properties acquired for the periods set forth below:


(in thousands)		Nine months ended September 30, 2023
Date Purchased	Property Name	City/State	Property Type	Regency Ownership	Purchase Price (1)		Debt Assumed, Net of Discounts (1)		Intangible Assets (1)		Intangible Liabilities (1)
Consolidated
5/1/2023	Sienna Phase 1	Houston, TX	Development	75%	$	2,695		—		—		—
5/18/2023	SunVet	Holbrook, NY	Development	99%		24,140		—		—		—
Total consolidated					$	26,835		—		—		—
Unconsolidated
9/19/2023	Old Town Square	Chicago, IL	Operating	20%		27,510		—		3,625		503
Total unconsolidated					$	27,510		—		3,625		503
Total property acquisitions					$	54,345		—		3,625		503


(in thousands)		Nine months ended September 30, 2022
Date Purchased	Property Name	City/State	Property Type	Regency Ownership	Purchase Price (1)		Debt Assumed, Net of Discounts (1)		Intangible Assets (1)		Intangible Liabilities (1)
Consolidated
3/1/2022	Glenwood Green	Old Bridge, NJ	Development	70%	$	11,000		—		—		—
3/31/2022	Island Village	Bainbridge Island, WA	Operating	100%		30,650		—		2,900		6,839
4/1/2022	Apple Valley (2)	Apple Valley, MN	Operating	100%		34,070		—		4,773		490
4/1/2022	Cedar Commons (2)	Minneapolis, MN	Operating	100%		29,330		—		4,369		58
4/1/2022	Corral Hollow (2)	Tracy, CA	Operating	100%		40,600		—		3,410		74
4/1/2022	Shops at the Columbia (2)	Washington, DC	Operating	100%		14,000		—		889		181
5/6/2022	Baederwood Shoppes	Jenkintown, PA	Operating	80%		51,603		22,779		5,796		1,062
Total consolidated					$	211,253		22,779		22,137		8,704
Unconsolidated
3/25/2022	Naperville Plaza	Naperville, IL	Operating	20%		52,380		22,074		4,336		814
6/24/2022	Baybrook East 1B	Houston, TX	Development	50%		5,540		—		—		—
Total unconsolidated					$	57,920		22,074		4,336		814
Total property acquisitions					$	269,173		44,853		26,473		9,518

(1)

Amounts for purchase price and allocation are reflected at 100%.

(2)

These properties were part of the four property portfolio purchased from an existing unconsolidated real partnership, RegCal, LLC, in which the Company held a 25% ownership interest. The basis allocated to Real estate assets was $93.2 million on a combined basis, including the Company's carry over basis related to its 25% previously owned equity investment in the partnership.