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) December 3, 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 December 3, 2009, Regency Centers Corporation issued a press release announcing the proposed offering of common stock pursuant to its effective shelf registration statement previously filed with the Securities and Exchange Commission. In connection with the offering, Regency Centers Corporation expects to enter into forward sale agreements with affiliates of J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit 99.1 | Press release of Regency Centers Corporation dated December 3, 2009 regarding the common stock offering. |
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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 | ||||||
| (registrant) | ||||||
| December 3, 2009 | By: | /S/ J. CHRISTIAN LEAVITT | ||||
| J. Christian Leavitt, | ||||||
| Senior Vice President Finance and Principal Accounting Officer | ||||||
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Exhibit 99.1
Regency Centers Corporation
Press Release
| www.RegencyCenters.com | CONTACT: | LISA PALMER | ||
| (904) 598-7636 |
REGENCY CENTERS ANNOUNCES COMMON STOCK OFFERING
Jacksonville, Fla. (December 3, 2009) — Regency Centers Corporation (“Regency”) announced today that it plans to commence an offering of 8,000,000 shares of its common stock in an underwritten public offering, all of which will be subject to the forward sale agreements described below. In conjunction with this offering, Regency will grant the underwriters a 30-day option to purchase up to 1,200,000 shares of its common stock to cover any over-allotments, which shares will not be subject to a forward sale agreement.
This offering is being made pursuant to an effective shelf registration statement and prospectus filed by Regency with the Securities and Exchange Commission. J.P.Morgan and Wells Fargo Securities are acting as joint book-running managers for the offering.
In connection with this offering, Regency expects to enter into forward sale agreements with affiliates of J.P.Morgan and Wells Fargo Securities, as forward purchasers.
Regency intends to use any proceeds that it receives upon settlement of the forward sale agreements or from the sale of any shares to the underwriters to cover over-allotments to repay or refinance maturing 2010 debt, which includes its pro rata share of the existing debt of Macquarie CountryWide-Regency II (“MCW II”) as it matures, and for general corporate purposes. This offering will allow Regency to use existing liquidity to prepay all or a portion of its existing term loan.
To obtain a copy of the prospectus supplement and related base prospectus for this offering, please contact J.P.Morgan, Attention: J.P. Morgan Securities, Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717; or Wells Fargo Securities, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York, 10152, at (800) 326-5897 or email a request to equity.syndicate@wachovia.com.
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.
Regency Centers Corporation (NYSE: REG)
Regency is the leading national owner, operator, and developer of grocery-anchored and community shopping centers. Operating as a fully integrated real estate company, Regency is a qualified real estate investment trust that is self-administered and self-managed.
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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.