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 10, 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 10, 2009, Regency Centers Corporation issued a press release announcing that its operating partnership, Regency Centers, L.P., had commenced a cash tender offer (the “Tender Offer”) to purchase any and all of its notes set forth below (collectively, the “Notes”):
| Title of Notes, CUSIP No. |
Principal Amount Outstanding |
Purchase Price(1) | ||||
| 8.45% Notes due 2010 CUSIP No. 75884R AF 0
8.00% Notes due 2010 CUSIP No. 75884R AG 8
7.95% Notes due 2011 CUSIP No. 75884R AH 6
7.25% Notes due 2011 CUSIP No. 75884R AJ 2 |
$
$
$
$ |
150,000,000
10,000,000
220,000,000
20,000,000 |
$
$
$
$ |
1,035
1,035
1,035
1,035 | ||
|
(1)Per $1,000 principal amount of Notes accepted or purchase. |
||||||
The aggregate principal amount outstanding of Notes subject to the Tender Offer is $400,000,000.
The terms of the Tender Offer includes consideration payable of $1,035 per $1,000 principal amount of such Notes that are validly tendered and accepted for purchase, plus accrued and unpaid interest to, but not including, the payment date for the Notes purchased in the Tender Offer. The Tender Offer will expire at 5:00 p.m., New York City time, on Monday, August 17, 2009, unless such Offer is extended or earlier terminated (such time, as it may be extended or earlier terminated, the “Expiration Time”). The Payment Date is expected to be Tuesday, August 18, 2009, the first business day following the Expiration Time. Any tendered Notes may be withdrawn prior to, but not after, the Expiration Time and withdrawn Notes may be re-tendered by a holder at any time prior to the Expiration Time. Regency Centers, L.P. expects to purchase the Notes utilizing available cash and borrowings under existing lines of credit.
A copy of the press release issued by Regency Centers Corporation on August 10, 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 10, 2009. |
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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) | ||||||||
| August 10, 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 TENDER OFFER FOR FOUR SERIES OF NOTES
Jacksonville, Fla. (August 10, 2009) — Regency Centers Corporation announced today that its operating partnership, Regency Centers, L.P., has commenced a cash tender offer (the “Tender Offer”) for any and all of its notes (the “Notes”) set forth below. The aggregate principal amount outstanding of Notes subject to the Tender Offer is $400,000,000. Regency Centers, L.P. expects to purchase the Notes utilizing available cash and borrowings under existing lines of credit.
| CUSIP | Security Description | Aggregate Principal Amount Outstanding |
Purchase Price (1) | |||
| 75884R AF 0 | 8.45% Senior Unsecured Notes due September 1, 2010 | $150,000,000 | $1,035 | |||
| 75884R AG 8 | 8.00% Senior Unsecured Notes due December 15, 2010 | $10,000,000 | $1,035 | |||
| 75884R AH 6 | 7.95% Senior Unsecured Notes due January 15, 2011 | $220,000,000 | $1,035 | |||
| 75884R AJ 2 | 7.25% Senior Unsecured Notes due December 12, 2011 | $20,000,000 | $1,035 |
| (1) | Per $1,000 principal amount of Notes accepted for purchase. |
The Tender Offer will expire at 5:00 p.m., New York City time, on Monday, August 17, 2009, unless extended or earlier terminated by the Regency Centers, L.P. (the “Expiration Time”). Under certain circumstances described in the Offer to Purchase, Regency Centers, L.P. may terminate the Tender Offer before the Expiration Time. Any tendered Notes may be withdrawn prior to, but not after, the Expiration Time and withdrawn Notes may be re-tendered by a holder at any time prior to the Expiration Time.
The consideration payable for the Notes will be $1,035 per $1,000 principal amount of Notes, plus accrued and unpaid interest to, but not including, the payment date for the Notes purchased in the Tender Offer. The payment date for Notes purchased in the Tender Offer is expected to be the next business day following the Expiration Time.
The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated August 10, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”) that are being sent to holders of the Notes. Holders are urged to read the Tender Offer documents carefully before making any decision with respect to the Tender Offer. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from D.F. King & Co., Inc., the Information Agent for the Tender Offer, at (800) 859-8508 (toll-free).
Wells Fargo Securities and J.P. Morgan are the Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 705-8341 (collect) or J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-3118 (collect).
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 is making the Tender Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Regency Centers Corporation, Regency Centers, L.P., the Dealer Managers or the Information Agent makes any recommendation in connection with 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.
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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.