SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
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) August 18, 2009
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 001-12298 | 59-3191743 | ||
| (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) | |||
Registrant’s telephone number including area code: (904)-598-7000
Not Applicable
(Former name or former address, if changed since last report)
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)) |
| Item 8.01: | Other Events. |
On August 18, 2009, Regency Centers Corporation issued a press release announcing that its operating partnership, Regency Centers, L.P., had accepted for purchase an aggregate of $66,053,000 of its outstanding notes set forth below (collectively, the “Notes”), which were validly tendered pursuant to its previously announced cash tender offer for the Notes (the “Tender Offer”):
| Title of Notes, CUSIP No. |
Aggregate Principal Amount Outstanding Prior to Tender Offer |
Aggregate Principal Amount Outstanding After Tender Offer | ||
| 8.45% Notes due 2010 CUSIP No. 75884R AF 0 |
$150,000,000 | $130,461,000 | ||
| 8.00% Notes due 2010 CUSIP No. 75884R AG 8 |
$ 10,000,000 | $ 10,000,000 | ||
| 7.95% Notes due 2011 CUSIP No. 75884R AH 6 |
$220,000,000 | $173,486,000 | ||
| 7.25% Notes due 2011 CUSIP No. 75884R AJ 2 |
$ 20,000,000 | $ 20,000,000 | ||
The Tender Offer expired at 5:00 p.m., New York City time, on Monday, August 17, 2009.
A copy of the press release issued by Regency Centers Corporation on August 18, 2009 is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibit 99.1: Press release issued by Regency Centers Corporation on August 18, 2009. |
2
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 (registrant) | ||||
| August 18, 2009 | By: | /s/ J. Christian Leavitt | ||
| J. Christian Leavitt, Senior Vice President | ||||
| Finance and Principal Accounting Officer | ||||
3
EXHIBIT 99.1
Regency Centers Corporation
Press Release
| www.RegencyCenters.com |
CONTACT: LISA PALMER | |
| (904) 598-7636 |
REGENCY CENTERS ANNOUNCES COMPLETION OF TENDER OFFER
Jacksonville, Fla. (August 18, 2009) — Regency Centers Corporation announced today that its operating partnership, Regency Centers, L.P., has completed the previously announced any and all cash tender offer (the “Tender Offer”) that commenced on August 10, 2009 for the notes (the “Notes”) set forth below.
| CUSIP |
Security Description |
Aggregate Principal Amount Outstanding After Tender Offer | ||
| 75884R AF 0 |
8.45% Notes due September 1, 2010 | $130,461,000 | ||
| 75884R AG 8 |
8.00% Notes due December 15, 2010 | $10,000,000 | ||
| 75884R AH 6 |
7.95% Notes due January 15, 2011 | $173,486,000 | ||
| 75884R AJ 2 |
7.25% Notes due December 12, 2011 | $20,000,000 |
The tender for the Notes expired at 5:00 p.m., New York City time on Monday, August 17, 2009. Pursuant to the terms of the Tender Offer, Regency Centers, L.P. purchased an aggregate of $66,053,000 principal amount of the Notes (representing 16.5% of the outstanding Notes). Payment for Notes purchased is expected to be Tuesday, August 18, 2009.
In accordance with the terms of the Tender Offer, the consideration to be paid for the Notes was $1,035 per $1,000 principal amount of Notes, plus accrued and unpaid interest to, but not including, August 18, 2009. The aggregate consideration payable by Regency Centers, L.P. for the Notes accepted for payment, including accrued and unpaid interest, is $69,469,727, which will be funded from available cash and borrowings under existing lines of credit.
Wells Fargo Securities and J.P. Morgan were the Dealer Managers for the Tender Offer.
This press release is neither an offer to purchase nor a solicitation to buy any of these Notes nor is it a solicitation for acceptance of the Tender Offer.
Regency Centers Corporation (NYSE: REG)
Regency is the leading national owner, operator, and developer of grocery-anchored and community shopping centers. At June 30, 2009, the Company owned 409 retail properties, including those held in co-investment partnerships. Including tenant-owned square footage, the portfolio encompassed 54.7 million square feet located in top markets throughout the United States. Since 2000 Regency has developed 194 shopping centers, including those currently in-process, representing an investment at completion of $3.0 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 Securities and Exchange Commission, 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.