UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
(Exact name of registrant as specified in its charter)
 |
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(State or other jurisdiction of incorporation) |
Commission File Number) |
(IRS Employer Identification No.) | ||
(Address of principal executive offices) (Zip Code)
(904 598-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Regency Centers, L.P.
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| None | N/A | N/A |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 |
Other Events. |
On January 8, 2024, Regency Centers, L.P. (“RCLP”) and Regency Centers Corporation (“Regency”), the general partner of RCLP, entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as representative of the several underwriters named therein, pursuant to which RCLP agreed to issue and sell, and Regency agreed to guarantee as to payment of principal and interest, an aggregate of $400,000,000 principal amount of its 5.250% Notes due 2034 (the “Notes”) priced to the public at 99.617% of principal amount. The Notes will be issued pursuant to that certain Indenture dated as of December 5, 2001, as supplemented by the First Supplemental Indenture dated as of June 5, 2007, the Second Supplemental Indenture dated as of June 2, 2010, the Third Supplemental Indenture dated as of August 17, 2015, the Fourth Supplemental Indenture dated as of January 26, 2017, the Fifth Supplemental Indenture dated as of March 6, 2019, the Sixth Supplemental Indenture dated as of May 13, 2020, and the Seventh Supplemental Indenture to be dated January 18, 2024, each among RCLP, Regency, as guarantor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee. The offering of the Notes is expected to close on January 18, 2024.
The Notes will bear interest at a rate of 5.250% per annum and mature on January 15, 2034. Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2024, to holders of record on the immediately preceding January 1 and July 1.
The foregoing is not a complete discussion of the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached to this Current Report on Form
8-K
as Exhibit 1.1, which is incorporated herein by reference. On January 8, 2024, Regency issued a press release announcing the pricing of the offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference. Item 9.01(d) |
Financial Statements and Exhibits |
| 1.1 | Underwriting Agreement dated as of January 8, 2024 among Regency Centers, L.P., Regency Centers Corporation, and BofA Securities, Inc., as representative of the underwriters listed therein. | |
| 5.1 | Opinion of Foley & Lardner LLP as to the legality of the securities. | |
| 23.1 | Consent of Foley & Lardner LLP (included in Exhibit 5.1). | |
| 99.1 | Press release issued January 8, 2024. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REGENCY CENTERS CORPORATION | ||||||
| January 9, 2024 | By: | /s/ Michael R. Herman | ||||
Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary | ||||||
REGENCY CENTERS, L.P. | ||||||
By: Regency Centers Corporation, its general partner | ||||||
| January 9, 2024 | By: | /s/ Michael R. Herman | ||||
Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary | ||||||
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