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) February 6, 2012
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.) |
1-12298 (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) | |||
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 February 6, 2012, Regency Centers Corporation (the “Company”) announced that it is calling for redemption on March 31, 2012 all issued and outstanding shares of its 7.45% Series 3 Cumulative Redeemable Preferred Stock (NYSE:REGPrC) at $25.00 per share and all issued and outstanding shares of its 7.25% Series 4 Cumulative Redeemable Preferred Shares (NYSE: REGPrD). In addition, on February 6, 2012, Regency Centers, L.P., the Company’s operating partnership, exercised its options to purchase all of the outstanding shares of the 7.45% Series D Cumulative Redeemable Preferred Limited Partnership Units of Regency Centers, L.P.
A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release dated February 6, 2012. | |
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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 | ||||
| REGENCY CENTERS, L.P. | ||||
| February 6, 2012 | By: | /s/ J. Christian Leavitt | ||
| J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer) | ||||
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Exhibit 99.1
Regency Centers Corporation
Press Release
| www.RegencyCenters.com | CONTACT: PATRICK JOHNSON | |||
| (904) 598-7422 |
REGENCY CENTERS ANNOUNCES EXERCISE OF OPTIONS TO PURCHASE PREFERRED LIMITED PARTNERSHIP UNITS AND REDEMPTION OF SERIES 3 AND 4 PREFERRED SHARES
Jacksonville, Fla. (February 6, 2012) — Regency Centers Corporation (NYSE:REG) announced today that it will exercise options to purchase all of the issued and outstanding 7.45% Series D Cumulative Redeemable Preferred Limited Partnership Units of its operating partnership, Regency Centers, L.P., and will redeem the following:
| 1. | All of the issued and outstanding shares (3,000,000) of 7.45% Series 3 Cumulative Redeemable Preferred Shares (CUSIP: 758849301; NYSE: REGPrC) and |
| 2. | All of the issued and outstanding shares (5,000,000) of 7.25% Series 4 Cumulative Redeemable Preferred Shares (CUSIP: 758849509; NYSE: REGPrD). |
Purchase of 7.45% Series D Cumulative Redeemable Preferred Limited Partnership Units
Regency is exercising options to purchase all of the issued and outstanding shares of 7.45% Series D Cumulative Redeemable Preferred Limited Partnership Units for an aggregate purchase price of $48,125,000 plus accrued dividends. This purchase price reflects a 3.75% discount to par. This purchase is expected to occur on or about February 9, 2012.
Redemption of Series 3 and Series 4 Cumulative Redeemable Preferred Shares
The Series 3 and Series 4 Cumulative Redeemable Preferred Shares will be redeemed on March 31, 2012. The redemption price for the Series 3 Cumulative Redeemable Preferred Shares will be $25.00 per share. The redemption price does not include the previously announced $0.46563 per share quarterly dividend that will be paid separately on April 2, 2012 to holders of record of the Series 3 Cumulative Redeemable Preferred Shares on March 1, 2012.
The redemption price for the Series 4 Cumulative Redeemable Preferred Shares will be $25.00 per share. The redemption price does not include the previously announced $0.45313 per share quarterly dividend that will be paid separately on April 2, 2012 to holders of record of the Series 4 Cumulative Redeemable Preferred Shares on March 1, 2012.
The aggregate amount being paid to effect the redemptions of the Series 3 and Series 4 Cumulative Redeemable Preferred Shares is $200 million.
The redemptions will be in accordance with the Depository Trust Company’s procedures. To collect the redemption price, holders of the shares of preferred stock must surrender their shares to Wells Fargo Bank, N.A, the redemption and paying agent. Questions relating to these redemptions should be directed to Wells Fargo Bank, N. A. at 1-800-468-9716.
After the redemption date, dividends on Series 3 and Series 4 Cumulative Redeemable Preferred Shares will cease to accrue and such shares shall no longer be deemed outstanding and all rights of the holders in respect of such shares being redeemed will terminate, except for the right to receive the redemption price, without interest thereon. Because these redemptions are redemptions in full, the Series 3 and Series 4 Cumulative Redeemable Preferred Shares will be delisted from trading on the New York Stock Exchange.
Regency Centers Corporation (NYSE: REG)
Regency is the leading national owner, operator, and developer of grocery-anchored and community shopping centers. At December 31, 2011, the Company owned 364 retail properties, including those held in co-investment partnerships. Including tenant-owned square footage, the portfolio encompassed 49.5 million square feet located in top markets throughout the United States. Since 2000 Regency has developed 205 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.
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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 SEC, 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.
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