8-K

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

January 15, 2021

Date of Report (Date of earliest event reported)

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)

Florida (Regency Centers Corporation) Delaware (Regency Centers, L. P.)	001-12298 (Regency Centers Corporation) 0-24763 (Regency Centers, L.P.)	59-3191743 (Regency Centers Corporation) 59-3429602 (Regency Centers, L.P.)
(State or other jurisdiction of incorporation)	Commission File Number)	(IRS Employer Identification No.)

One Independent Drive, Suite 114

Jacksonville, Florida 32202

(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
Common Stock, $.01 par value	REG	The Nasdaq Stock Market LLC

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 1.02 Termination of a Material Definitive Agreement

Prepayment and Termination of $265 Million Term Loan Maturing January 5, 2022

On January 15, 2021, RCLP prepaid in full all Loans (as defined in the Loan Agreement) outstanding under that certain Term Loan Agreement, dated as of March 23, 2018 (as amended, modified and supplemented, the “Loan Agreement”), by and among RCLP, Regency, Wells Fargo Bank, National Association, and each of the other financial institutions party thereto, and paid and satisfied in full all other outstanding Obligations (as defined in the Loan Agreement), in each case in accordance with the terms of the Loan Agreement.  In connection with the foregoing, the Company also incurred an interest rate swap breakage fee of approximately $2.5 million. 

Item 7.01 Regulation FD Disclosures

On January 19, 2021, Regency issued a press release providing an update on its prepayment of all Loans under the Loan Agreement, fourth quarter 2020 transaction activity, and certain charges associated with its investment pipeline review.  A copy of this press release is filed as Exhibit 99.1 to this report.  

The information furnished under this item 7.01, including Exhibit 99.1 incorporated by reference herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Press release dated January 19, 2021.

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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 19, 2021	By:	/s/ J. Christian Leavitt
		J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)
	REGENCY CENTERS, L.P.
	By: Regency Centers Corporation, its general partner
January 19, 2021	By:	/s/ J. Christian Leavitt
		J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)

EX-99.1

Exhibit 99.1

NEWS RELEASE For immediate release   Christy McElroy 904 598 7616 ChristyMcElroy@regencycenters.com

Regency Centers Provides an Update on Financing Activity, Property Transactions, and its

Investment Pipeline Review

JACKSONVILLE, FL (January 19, 2021) – Regency Centers Corporation (”Regency” or the “Company”) (NASDAQ: REG) today provided an update on the repayment of its $265 million term loan due 2022, fourth quarter 2020 property transaction activity, and charges associated with certain pre-development projects following its investment pipeline review.

Term Loan Repayment

On January 15, 2021, the Company repaid its $265 million term loan due January 2022 (the “Term Loan”) using cash available, leaving no unsecured debt maturities until 2024. In connection with the repayment of the Term Loan, the Company also terminated interest rate swap contracts, resulting in a $2.5 million early extinguishment of debt charge recognized in the fourth quarter of 2020.

Fourth Quarter 2020 Property Transaction Activity

During the fourth quarter of 2020, Regency sold five shopping centers for a combined gross sales price of $77.8 million at the Company’s share. In addition to the previously disclosed sales of Jefferson Square and Whole Foods at Swampscott for $25.3 million, the Company sold three shopping centers for $52.5 million, including:

• Stonebrook Plaza, a 96,000 square foot grocery-anchored center located in a suburb of Chicago, IL, owned by a joint venture in which Regency’s share is 40%;

• Old Connecticut Path, an 80,000 square foot grocery-anchored center located in a suburb of Boston, MA, owned by a joint venture in which Regency’s share is 30%; and

• South Bay Village, a 108,000 square foot grocery-anchored center wholly owned by Regency and located in a suburb of Los Angeles, CA.

During the fourth quarter of 2020, Regency also sold three land parcels for a combined gross sales price of $8.1 million at the Company’s share.

Investment Pipeline Review

In May of 2020, in light of the COVID-19 pandemic, Regency announced an in-depth review of its extensive future pipeline of value-add development and redevelopment projects, many of which were in the pre-development stages. This evaluation included potential impacts to scope, investment, tenancy, timing, and return on investment to determine the most appropriate direction of each project.

As a result of this process and the decision not to pursue certain projects or components of projects, the Company estimates the write-off of certain previously capitalized pre-development costs will be in a range of $7.0 to 9.0 million for the fourth quarter of 2020. Included in this range is the anticipated write-off of approximately $5.3 million at Serramonte Center due to revised scope following the review process.  The broader multi-phased project remains in Regency’s investment pipeline, however, including stand-alone restaurant pads, a new hotel on a ground lease, renovation and modernization of the interior common area, and redevelopment of the former JC Penney box. The Company will provide additional detail on all in-process and future pipeline projects together with fourth quarter 2020 results on February 11, 2020.

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“An extensive and thoughtful review of our investment pipeline has helped us make the most appropriate decisions with regard to each of our projects through the lens of the current environment, as we pivot toward a post-COVID world,” said Lisa Palmer, President and Chief Executive Officer. “We continue to move forward with our capital allocation strategy and remain confident in the strength of our in-process and future value creation opportunities.”

About Regency Centers Corporation (NASDAQ: REG)

Regency Centers is the preeminent national owner, operator, and developer of shopping centers located in affluent and densely populated trade areas. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed, and an S&P 500 Index member. For more information, please visit RegencyCenters.com.

Forward Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency’s future events, developments, redevelopments or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results or events may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. When considering an investment in our securities, you should carefully read and consider the risks attendant to such investment, as described in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our other filings and submissions to the SEC. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements except as required by law.

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Document and Entity Information	Jan. 15, 2021
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 15, 2021
Entity Registrant Name	REGENCY CENTERS CORPORATION
Entity Central Index Key	0000910606
Entity File Number	001-12298
Entity Incorporation, State or Country Code	FL
Entity Tax Identification Number	59-3191743
Entity Address, Address Line One	One Independent Drive
Entity Address, Address Line Two	Suite 114
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32202
City Area Code	904
Local Phone Number	598-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock, $.01 par value
Trading Symbol	REG
Security Exchange Name	NASDAQ
Partnership Interest [Member]
Document Information [Line Items]
Entity Registrant Name	REGENCY CENTERS, L.P.
Entity Central Index Key	0001066247
Entity File Number	0-24763
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	59-3429602
Entity Address, Address Line One	One Independent Drive
Entity Address, Address Line Two	Suite 114
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32202
City Area Code	904
Local Phone Number	598-7000
Entity Emerging Growth Company	false