8-K
REGENCY CENTERS CORP false 0000910606 0000910606 2020-05-08 2020-05-08

 

 

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) May 8, 2020

 

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol

 

Name of exchange
on which registered

Common Stock, $.01 par value

 

REG

 

The Nasdaq Stock Market LLC

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 1.01 Entry into a Material Definitive Agreement.

On May 8, 2020, Regency Centers Corporation (the “Company”) entered into separate Equity Distribution Agreements (collectively, the “2020 Equity Distribution Agreements”), each dated May 8, 2020, by and among the Company, Regency Centers, L.P. and each of SMBC Nikko Securities America, Inc., Regions Securities LLC, TD Securities (USA) LLC, Scotia Capital (USA) Inc., BMO Capital Markets Corp. and Jefferies LLC (and, in certain cases, certain of their respective affiliates), acting in their capacity as Sales Agents or as Forward Sellers, and separate amendments to the May 17, 2017 Equity Distribution Agreements (collectively, the “Equity Distribution Agreement Amendments”, and, together with the 2020 Equity Distribution Agreements, the “Equity Distribution Agreements”), each dated May 8, 2020, by and among the Company, Regency Centers, L.P. and each of SunTrust Robinson Humphrey, Inc., BTIG, LLC, J.P. Morgan Securities, LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., and Mizuho Securities USA LLC (and, in certain cases, certain of their respective affiliates), acting in their capacity as Sales Agents or as Forward Sellers, which Equity Distribution Agreements relate to the offer and sale of shares of the Company’s common stock from time to time having an aggregate offering price of up to $500,000,000 (the “Shares”). The Company refers to these entities, when acting in their capacity as sales agents, individually as a “Sales Agent” and collectively as “Sales Agents.” The Company refers to these entities, when acting as agents for Forward Purchasers (as described below), individually as a “Forward Seller” and collectively as “Forward Sellers.” The Shares offered for sale under the Equity Distribution Agreements will be offered at then-current prices.

Concurrently with entry into the Equity Distribution Agreements, the Company entered into separate forward master confirmations (collectively, the “Master Confirmations”), each dated May 8, 2020, by and between the Company and each of Wells Fargo Bank, National Association, JPMorgan Chase Bank, National Association, New York Branch, Bank of America, N.A., Bank of Montreal, Mizuho Markets Americas LLC, Jefferies LLC, The Bank of Nova Scotia and The Toronto-Dominion Bank. The Company refers to these entities, when acting in this capacity, individually as a “Forward Purchaser” and collectively as “Forward Purchasers.”

The Equity Distribution Agreements provide that, in addition to the issuance and sale of the Shares by the Company through the Sales Agents, the Company also may enter into forward sale agreements under the Master Confirmations. In connection with any particular forward sale agreement, the relevant Forward Purchaser or its affiliated Sales Agent will, at the Company’s request, borrow from third parties and, through such affiliated Sales Agent, sell a number of Shares equal to the number of Shares underlying the particular forward sale agreement. In no event will the aggregate number of Shares sold through the Sales Agents, whether as agents for the Company or as Forward Sellers, under the Equity Distribution Agreements and under any forward sale agreements, have an aggregate sales price in excess of $500,000,000.

The Company will not initially receive any proceeds from the sale of borrowed Shares by a Forward Seller. The Company expects to fully physically settle each particular forward sale agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company will expect to receive aggregate net cash proceeds at settlement equal to the number of Shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, the Company may also elect to cash settle or net share settle a particular forward sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or Shares (in the case of net share settlement) to the relevant Forward Purchaser.

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The Sales Agents will offer the Shares at market prices prevailing at the time of sale. The Company will pay each Sales Agent a commission at a mutually agreed rate that will not exceed 2.0% of the gross sales price of the Shares issued by the Company and sold through the relevant Sales Agent as the Company’s sales agent under the relevant Equity Distribution Agreement. In connection with each forward sale agreement, the Company will pay the relevant Forward Seller, in the form of a reduced initial forward sale price under the related forward sale agreement with the related Forward Purchaser, commissions at a mutually agreed rate that will not exceed 2.0% of the gross sales prices of all borrowed Shares sold during the applicable forward hedge selling period by it as a Forward Seller. If any Sales Agent and/or Forward Seller, as applicable, engages in special selling efforts, as that term is used in Regulation M under the Securities Exchange Act of 1934, as amended, such Sales Agent and/or Forward Seller, as applicable, will receive from the Company a commission to be agreed upon at the time of sale.

The foregoing description of the Equity Distribution Agreements and the Master Confirmations does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the forms of Equity Distribution Agreement Amendments which are filed as Exhibits 1.1 and 1.2 and the form of 2020 Equity Distribution Agreement which is filed as Exhibit 1.3 and the form of Master Confirmation which is filed as Exhibit 1.4 to this Current Report and are incorporated herein by reference. The Shares will be issued pursuant to the Prospectus Supplement and the Company’s automatic shelf registration statement on Form S-3 (File No. 333-237145) filed on March 13, 2020 with the Securities and Exchange Commission. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01(d) Financial Statements and Exhibits

Exhibit 1.1 Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC. The Amendments No. 2 to the Equity Distribution Agreement listed below are substantially identical in all material respects to the Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

(i) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and SunTrust Robinson Humphrey, Inc.

(ii) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC

(iii) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., JPMorgan Chase Bank, National Association and J.P. Morgan Securities LLC

(iv) Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Bank of America, N.A. and BofA Securities, Inc.

3


Exhibit 1.2 Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Mizuho Markets Americas LLC and Mizuho Securities USA LLC

Exhibit 1.3 Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and Jefferies LLC. The Equity Distribution Agreements listed below are substantially identical in all material respects to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and Jefferies LLC, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

(i) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and SMBC Nikko Securities America, Inc.

(ii) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P. and Regions Securities LLC

(iii) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., The Bank of Nova Scotia and Scotia Capital (USA) Inc.

(iv) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Bank of Montreal and BMO Capital Markets Corp.

(v) Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., TD Securities (USA) LLC and The Toronto-Dominion Bank

Exhibit 1.4 Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Wells Fargo Bank, National Association. The Forward Master Confirmations listed below are substantially identical in all material respects to the Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Wells Fargo Bank, National Association, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K:

(i) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Bank of America, N.A.

(ii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and JPMorgan Chase Bank, National Association, New York Branch

(iii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Bank of Montreal

(iv) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Mizuho Markets Americas LLC

(v) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and Jefferies LLC

4


(vi) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and The Bank of Nova Scotia

(vii) Forward Master Confirmation, dated May 8, 2020, by and between Regency Centers Corporation and The Toronto-Dominion Bank

Exhibit   5.1 Opinion of Foley & Lardner LLP regarding the legality of the Shares.

Exhibit 23.1 Consent of Foley & Lardner LLP (included in Exhibit 5.1)

Exhibit 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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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)

                 

May 8, 2020

 

 

 

By:

 

/s/ Michael R. Herman

 

 

 

Michael R. Herman, Senior Vice President, General Counsel

6

EX-1.1

Exhibit 1.1

REGENCY CENTERS CORPORATION

AMENDMENT NO. 2 TO THE

EQUITY DISTRIBUTION AGREEMENT

May 8, 2020

Wells Fargo Securities, LLC

  500 West 33rd Street

  New York, New York 10001

Wells Fargo Bank, National Association

  c/o Wells Fargo Securities, LLC

  500 West 33rd Street

  New York, New York 10001

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement dated May 17, 2017 (as amended from time to time, the “Agreement”), among Regency Centers Corporation, a Florida corporation (the “Company”), Regency Centers, L.P., a Delaware limited partnership (the “Partnership”), Wells Fargo Bank, National Association (the “Forward Purchaser”) and Wells Fargo Securities, LLC (the “Agent” or the “Forward Seller”). In consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Partnership, the Forward Purchaser, the Forward Seller and the Agent hereby agree to enter into this Amendment No. 2 to the Agreement, dated the date hereof (the “Amendment No. 2”), with the purpose of amending certain terms of the Agreement.

SECTION 1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

SECTION 2. Amendment of the Agreement.

(a) The first six paragraphs of Section 1, Description of Shares, shall be replaced in their entirety as follows:

The Company has authorized and proposes to issue and sell, in the manner contemplated by this Agreement, shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) upon the terms and subject to the conditions contained herein. The issuance and sale of the Shares (as defined below) will be effected pursuant to the Registration Statement (as defined below) filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares.

The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-217081) (the “Original Registration Statement”), including a base prospectus, relating to certain securities, including the Shares to be issued from time to time by the Company, which shelf registration statement became effective upon filing under Rule 462(e) of the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the


base prospectus included as part of the Original Registration Statement specifically relating to the Shares (the “Original Prospectus Supplement”). Except where the context otherwise requires, the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Shares may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Shares following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”). The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Shares, which shall initially be the Original Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” The Shares having an aggregate sales price of up to the amount provided in the Prospectus shall be referred to as the Maximum Amount (the “Maximum Amount”). Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

All references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Shares by Agent outside of the United States.

Agent has been appointed by the Company as its agent to sell the Issuance Shares and agrees to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller has been appointed by the Company and the Forward Purchaser as agent to sell the Forward Hedge Shares and agrees with the Company and


the Forward Purchaser to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser or its affiliate and offered on behalf of the Company upon the terms and subject to the conditions contained herein. Notwithstanding any other provision of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards are not applicable hereunder and no sales of Forward Hedge Shares shall take place pursuant to this Agreement.

The Company and the Partnership have previously entered into other separate equity distribution agreements (collectively, the “Separate Distribution Agreements”) with other parties (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Agent”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Partnership may also in the future enter into additional equity distribution agreements (the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (together with the Separate Agents, the “Alternative Agents”).

(b) Section 5(a)(11), Representations and Warranties by the Company and the Partnership (Capitalization), shall be replaced in its entirety as follows:

All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company; the capital stock of the Company conforms in all material respects to the description thereof in the Registration Statement and the Prospectus; except as set forth on Exhibit E or the Prospectus, all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except as set forth on Exhibit E or the Prospectus and for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; and the Partnership has an authorized capitalization as set forth in the Prospectus, and all of the issued partnership interests of the Partnership have been duly and validly authorized and issued and are fully paid and non-assessable; and there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement and the Prospectus.

(c) The following paragraph (51) shall be added to the end of Section 5(a), Representations and Warranties by the Company and the Partnership:

(51) Cybersecurity. Except as disclosed in the Registration Statement and the Prospectus, (i) (x) there has been no security breach or other compromise of or relating to any of the Company’s or its subsidiaries’ (including the Partnership’s) information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, other than, in the case of this clause (i), any breaches or compromises that are not, individually or in the aggregate, material and as to which the Company or the Partnership does not reasonably expect to make any public disclosure; (ii) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.


(d) Section 14, Notices, shall be replaced in its entirety as follows:

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to Agent and/or Forward Seller shall be sent to Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Equity Syndicate Department (facsimile (212) 214-5918), with a copy to (which shall not constitute notice) Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, Attention: Robert W. Downes (facsimile (212) 291-9043); notices to the Forward Purchaser shall be sent to Wells Fargo Bank National Association, 500 West 33rd Street, New York, New York 10001, Attention: Structuring Services Group (facsimile (212) 214-5913), with a copy to (which shall not constitute notice) CorporateDerivativeNotifications@wellsfargo.com, with a copy to (which shall not constitute notice) Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, Attention: Robert W. Downes (facsimile (212) 291-9043) and with a copy to (which shall not constitute notice) Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attention: Mark M. Mendez (facsimile (212) 701-5829) and notices to the Company shall be directed to it at One Independent Drive, Suite 114, Jacksonville, Florida 32202 Attention: Michael Mas (facsimile (904) 355-5477),with a copy to (which shall not constitute notice) Foley & Lardner, One Independent Drive, Suite 1300, Jacksonville, Florida 32202 , Attention: Michael B. Kirwan (facsimile (904) 359-8700).

(e) Exhibit B of the Agreement shall be amended by deleting Exhibit B in its entirety and replacing it with Exhibit A attached hereto.

(f) Exhibit C of the Agreement shall be amended by deleting Exhibit C in its entirety and replacing it with Exhibit B attached hereto.

(g) Exhibit E of the Agreement shall be amended by deleting Exhibit E in its entirety and replacing it with Exhibit C attached hereto.

SECTION 3. Effectiveness. This Amendment No. 2 shall automatically become effective as of the date hereof and all references in the Agreement to “this Agreement” or the like shall refer to the Agreement as further amended hereby.

SECTION 4. Counterparts. This Amendment No. 2 may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument.


SECTION 5. Law; Construction. THIS AMENDMENT NO. 2 AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Entire Agreement. This Amendment No. 2 and the Agreement as further amended hereby constitute the entire agreement and understanding between the parties hereto and supersede any and all prior agreements and understandings relating to the subject matter hereof. Except as further amended hereby, all of the terms of the Agreement shall remain in full force and effect and are hereby confirmed in all respects.

[SIGNATURE PAGE FOLLOWS]


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Forward Seller, Forward Purchaser, the Agent, the Company and the Partnership in accordance with its terms.

 

Very truly yours,
REGENCY CENTERS CORPORATION
By:  

/s/ Lisa Palmer

  Name:     Lisa Palmer
  Title:     President and Chief Executive Officer
REGENCY CENTERS, L.P.
By:   Regency Centers Corporation,
  its general partner
  By:    

/s/ Lisa Palmer

      Name: Lisa Palmer
      Title: President and Chief Executive Officer

 

CONFIRMED AND ACCEPTED, as of the date first above written:
Wells Fargo Securities, LLC, as Agent
By:  

/s/ Richard Tobin

  Name:  

Richard Tobin

  Title:  

Managing Director

Wells Fargo Securities, LLC, as Forward Seller

By:  

/s/ Richard Tobin

  Name:  

Richard Tobin

  Title:  

Managing Director

Wells Fargo Bank, National Association, as Forward Purchaser

By:  

/s/ Thomas Yates

  Name:  

Thomas Yates

  Title:  

Managing Director


Exhibit A

EXHIBIT B

COMPANY AND AGENT REPRESENTATIVES FOR NOTICE

Company Representatives for Notice:

Lisa Palmer

President and Chief Executive Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7636

Fax: (904) 354-1832

LisaPalmer@regencycenters.com

Michael Mas

Executive Vice President and Chief Financial Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7470

Fax: (904) 354-1832

MichaelMas@regencycenters.com

Chris Leavitt

Senior Vice President, Finance and Treasurer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7608

Fax: (904) 354-1832

ChrisLeavitt@regencycenters.com

Laura Clark, CFA

Senior Vice President, Capital Markets

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7831

Fax: (904) 354-1832

LauraClark@regencycenters.com


Agent Representatives for Notice:

 

Name

  

Email

   Phone

Jennifer Lynch

   Jennifer.R.Lynch@wellsfargo.com    (212) 214-6122

Billy O’Connell

   william.oconnell@wellsfargo.com    (212) 214-6127

Josie Callanan

   josie.callanan@wellsfargo.com    (212) 214-6128

Billy Wright

   billy.wright@wellsfargo.com    (804) 697-6878

Meagan Welch Brandriff

   meagan.brandriff@wellsfargo.com    (706) 207-2227

Chris Flouhouse

   chris.flouhouse@wellsfargo.com    (704) 410-1096

Rohit Mehta

   Rohit.Mehta2@wellsfargo.com    (212) 214-6390
     

Forward Seller Representatives for Notice:

 

Name

  

Email

   Phone

Jennifer Lynch

   Jennifer.R.Lynch@wellsfargo.com    (212) 214-6122

Billy O’Connell

   william.oconnell@wellsfargo.com    (212) 214-6127

Josie Callanan

   josie.callanan@wellsfargo.com    (212) 214-6128

Billy Wright

   billy.wright@wellsfargo.com    (804) 697-6878

Meagan Welch Brandriff

   meagan.brandriff@wellsfargo.com    (706) 207-2227

Chris Flouhouse

   chris.flouhouse@wellsfargo.com    (704) 410-1096

Rohit Mehta

   Rohit.Mehta2@wellsfargo.com    (212) 214-6390
   CorporateDerivativeNotifications@wellsfargo.com   

Forward Purchaser Representatives for Notice:

 

Name

  

Email

   Phone

Jennifer Lynch

   Jennifer.R.Lynch@wellsfargo.com    (212) 214-6122

Billy O’Connell

   william.oconnell@wellsfargo.com    (212) 214-6127

Josie Callanan

   josie.callanan@wellsfargo.com    (212) 214-6128

Billy Wright

   billy.wright@wellsfargo.com    (804) 697-6878

Meagan Welch Brandriff

   meagan.brandriff@wellsfargo.com    (706) 207-2227

Chris Flouhouse

   chris.flouhouse@wellsfargo.com    (704) 410-1096

Rohit Mehta

   Rohit.Mehta2@wellsfargo.com    (212) 214-6390
   CorporateDerivativeNotifications@wellsfargo.com   


Exhibit B

EXHIBIT C

COMPANY REPRESENTATIVES FOR TRADE CONFIRMATIONS

Lisa Palmer

President and Chief Executive Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7636

Fax: (904) 354-1832

LisaPalmer@regencycenters.com

Michael Mas

Executive Vice President and Chief Financial Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7470

Fax: (904) 354-1832

MichaelMas@regencycenters.com

Chris Leavitt

Senior Vice President, Finance and Treasurer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7608

Fax: (904) 354-1832

ChrisLeavitt@regencycenters.com

Laura Clark, CFA

Senior Vice President, Capital Markets

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7831

Fax: (904) 354-1832

LauraClark@regencycenters.com


Exhibit C

EXHIBIT E

SUBSIDIARIES OF THE COMPANY

As of May 1, 2020

 

Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

Regency Centers, L.P.

   Delaware   

Regency Centers Corporation

Outside Investors

  

General Partner

Limited Partners

    

~99.6

~0.4metuc


Columbia Cameron Village SPE, LLC

   Delaware   

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

  

Managing

Member

Member

    

30

70


Columbia Cameron Village, LLC

   Delaware    Columbia Cameron Village SPE, LLC    Member      100

Columbia Regency Retail Partners, LLC

   Delaware   

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

  

Managing

Member

Member

    

20

80


Columbia Crossroads Commons, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Retail Dulles, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Retail Texas 3, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Retail Sweetwater Plaza, LP

   Delaware   

Columbia Retail Texas 3, LLC

Columbia Regency Retail Partners, LLC

  

General Partner

Limited Partner

    

1

99


Columbia Retail Washington 1, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Cascade Plaza, LLC

   Delaware   

Columbia Retail Washington 1, LLC

Columbia Regency Retail Partners, LLC

  

Managing

Member

Member

    

1

99


Columbia Julington Village, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Palm Valley Marketplace, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Regency Partners II, LLC

   Delaware   

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

  

Managing

Member

Member

    

20

80


Columbia II Broadway Market, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia II Burnt Mills Shopping Center, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia Cochran Commons, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Hollymead Town Center, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia II Hollymead, LLC

   Delaware    Hollymead Town Center, LLC    Member      100

Columbia II Johns Creek, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia II Ridgewood, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia Lorton Station Marketplace Member, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

 

 

1 

Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

Columbia Lorton Station Marketplace, LLC

   Delaware    Columbia Lorton Station
Marketplace Member, LLC
   Member      100

Columbia Lorton Station Town Center, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia II Marina Shores, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia Plantation Plaza Member, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia Plantation Plaza, LLC

   Delaware    Columbia Plantation Plaza Member, LLC    Member      100

Columbia II Rockridge Center, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia Retail Shorewood Crossing, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Shorewood Crossing Phase 2 Member, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia Shorewood Crossing Phase 2, LLC

   Delaware    Columbia Shorewood Crossing Phase 2 Member, LLC    Member      100

Columbia Shorewood Crossing Phase 3, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Signal Hill Two, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia II Signal Hill, LLC

   Delaware    Signal Hill Two, LLC    Member      100

Columbia Speedway Plaza Member, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia Speedway Plaza, LLC

   Delaware    Columbia Speedway Plaza Member, LLC    Member      100

Columbia Sutton Square, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia II Holding, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia II Raley’s Center, LLC

   Delaware    Columbia II Holding, LLC    Member      100

Columbia II Village Plaza, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

GRI-Regency, LLC

   Delaware   

Global Retail Investors, LLC

Regency Centers, L.P.

  

Member

Managing

Member

    

60

40


GRI-Lake Grove, LLC

   Delaware    GRI-Regency Lake Grove Member, LLC    Member      100

GRI-Regency Lake Grove Member, LLC

   Delaware    GRI-Regency, LLC    Member      100

FW PA-Mercer Square, LLC

   Delaware    GRI-Regency, LLC    Member      100

FW PA-Newtown Square, LLC

   Delaware    GRI-Regency, LLC    Member      100

FW PA-Warwick Plaza, LLC

   Delaware    GRI-Regency, LLC    Member      100

MCW-RC SC-Merchant’s, LLC (fka MCW-RC South Carolina, LLC)

   Delaware    GRI-Regency, LLC    Member      100

MCW-RC SC-Merchant’s Village Member, LLC

   Delaware    MCW-RC SC-Merchant’s, LLC    Member      100

MCW-RC SC-Merchant’s Village, LLC

   Delaware    MCW-RC SC-Merchant’s Village Member, LLC    Member      100

FW-CA Brea Marketplace Member, LLC

   Delaware    GRI-Regency, LLC    Member      100

FW CA-Brea Marketplace, LLC

   Delaware    FW-CA Brea Marketplace Member, LLC    Member      100

FW CA-Brea Marketplace II, LLC

   Delaware    GRI-Regency, LLC    Member      100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

U.S. Retail Partners Holding, LLC

   Delaware    GRI-Regency, LLC    Member      100

U.S. Retail Partners Member, LLC

   Delaware    GRI-Regency, LLC    Member      100

U.S. Retail Partners, LLC

   Delaware   

U.S. Retail Partners Holding, LLC

U.S. Retail Partners Member, LLC

  

Managing

Member

Member

    

1

99


FW CO-Arapahoe Village, LLC

   Delaware    U.S. Retail Partners, LLC    Member      100

FW CO-Cherrywood Square, LLC

   Delaware    U.S. Retail Partners, LLC    Member      100

FW MN-Rockford Road, LLC

   Delaware    U.S. Retail Partners, LLC    Member      100

FW CO-Ralston Square, LLC

   Delaware    U.S. Retail Partners, LLC    Member      100

FW MN-Colonial Square, LLC

   Delaware    U.S. Retail Partners, LLC    Member      100

USRP I Holding, LLC

   Delaware    GRI-Regency, LLC    Member      100

USRP I Member, LLC

   Delaware    GRI-Regency, LLC    Member      100

USRP I, LLC

   Delaware   

USRP I Holding, LLC

USRP I Member, LLC

  

Managing

Member

Member

    

1

99


FW NJ-Plaza Square, LLC

   Delaware    USRP I, LLC    Member      100

FW VA-Greenbriar Town Center, LLC

   Delaware    USRP I, LLC    Member      100

FW VA-Festival at Manchester, LLC

   Delaware    USRP I, LLC    Member      100

FW-Reg II Holdings, LLC

   Delaware    GRI-Regency, LLC    Member      100

FW CA-Bay Hill Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW CA-Five Points Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW CA-Mariposa Gardens Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW CA-Navajo Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW CA-Point Loma Plaza, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW CA-Rancho San Diego Village, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW CA-Silverado Plaza, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW CA-Snell & Branham Plaza, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW CA-Twin Oaks Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW CA-Ygnacio Plaza, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW CT-Corbins Corner Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW DC-Spring Valley Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW IL-Riverside/Rivers Edge, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW IL-Riverview Plaza, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW IL-Stonebrook Plaza, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

USRP Willow East, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW VA-Ashburn Farm Village Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW VA-Centre Ridge Marketplace, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW VA-Fox Mill Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW VA-Kings Park Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

FW VA-Saratoga Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW VA-The Village Shopping Center, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW WA-Aurora Marketplace, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW WA-Eastgate Plaza, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW WA-Eastgate Plaza II, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW WA-Overlake Fashion Plaza, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

FW WA-Overlake Fashion Plaza II, LLC

   Delaware    FW-Reg II Holdings, LLC    Member      100

Parkville Shopping Center, LLC

   Maryland    FW-Reg II Holdings, LLC    Member      100

FW-Reg II Holding Company Two, LLC

   Delaware    GRI-Regency, LLC    Member      100

FW IL-McHenry Commons Shopping Center, LLC

   Delaware    FW-Reg II Holding Company Two, LLC    Member      100

FW CA-Granada Village, LLC

   Delaware    FW-Reg II Holding Company Two, LLC    Member      100

FW CA-Laguna Niguel Plaza, LLC

   Delaware    FW-Reg II Holding Company Two, LLC    Member      100

FW CA-Pleasant Hill Shopping Center, LLC

   Delaware    FW-Reg II Holding Company Two, LLC    Member      100

FW IL-Civic Center Plaza, LLC

   Delaware    FW-Reg II Holding Company Two, LLC    Member      100

FW IN-Willow Lake West, LLC

   Delaware    FW-Reg II Holding Company Two, LLC    Member      100

FW NJ-Westmont Shopping Center, LLC

   Delaware    FW-Reg II Holding Company Two, LLC    Member      100

FW NC-Shoppes of Kildaire, LLC

   Delaware    FW-Reg II Holding Company Two, LLC    Member      100

FW OR-Greenway Town Center, LLC

   Delaware    FW-Reg II Holding Company Two, LLC    Member      100

USRP LP, LLC

   Delaware    GRI-Regency, LLC    Member      100

USRP GP, LLC

   Delaware    GRI-Regency, LLC    Member      100

US Retail Partners Limited Partnership

   Delaware   

USRP GP, LLC

USRP LP, LLC

  

General Partner

Limited Partner

    

1

99


FW MD Woodmoor Borrower, LLC

   Delaware    US Retail Partners Limited Partnership    Member      100

FW VA-Willston Centre II, LLC

   Delaware    US Retail Partners Limited Partnership    Member      100

FW Woodholme GP, LLC

   Delaware    GRI-Regency, LLC    Member      100

Woodholme Properties Limited Partnership

   Maryland   

FW Woodholme GP, LLC

Eastern Shopping Centers I, LLC

  

General Partner

Limited Partner

    

1

99


FW Woodholme Borrower, LLC

   Delaware    Woodholme Properties Limited Partnership    Member      100

FW Southside Marketplace GP, LLC

   Delaware    GRI-Regency, LLC    Member      100

Southside Marketplace Limited Partnership

   Maryland   

FW Southside Marketplace GP, LLC

Eastern Shopping Centers I, LLC

  

General Partner

Limited Partner

    

1

99


FW Southside Marketplace Borrower, LLC

   Delaware    Southside Marketplace Limited Partnership    Member      100

FW Valley Centre GP, LLC

   Delaware    GRI-Regency, LLC    Member      100

Greenspring Associates Limited Partnership

   Maryland   

FW Valley Centre GP, LLC

Eastern Shopping Centers I, LLC

  

General Partner

Limited Partner

    

1

99


FW MD-Greenspring Borrower, LLC

   Delaware    Greenspring Associates Limited Partnership    Member      100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

Eastern Shopping Centers I, LLC

   Delaware    GRI-Regency, LLC    Member      100

Cloppers Mill Village Center, LLC

   Maryland   

Eastern Shopping Centers I, LLC

FW-Reg II Holdings, LLC

  

Member

Member

    

1

99


City Line Shopping Center Associates

   Pennsylvania   

US Retail Partners Limited Partnership

City Line LP, LLC

  

General Partner

Limited Partner

    

1

99


City Line LP, LLC

   Delaware    USRP LP, LLC    Member      100

FW Allenbeth GP, LLC

   Delaware    GRI-Regency, LLC    Member      100

Allenbeth Associates Limited Partnership

   Maryland   

FW Allenbeth GP, LLC

Eastern Shopping Centers I, LLC

  

General Partner

Limited Partner

    

1

99


FW Weslyan GP, LLC

   Delaware    GRI-Regency, LLC    Member      100

FW TX-Weslyan Plaza, L.P.

   Delaware   

FW Weslyan GP, LLC

GRI-Regency, LLC

  

General Partner

Limited Partner

    

1

99


FW Woodway GP, LLC

   Delaware    GRI-Regency, LLC    Member      100

FW TX-Woodway Collection, L.P.

   Delaware   

FW Woodway GP, LLC

GRI-Regency, LLC

  

General Partner

Limited Partner

    

1

99


FW Gayton Crossing Holding, LLC

   Delaware    GRI-Regency, LLC    Member      100

FW VA-Gayton Crossing Shopping Center, LLC

   Delaware    FW Gayton Crossing Holding, LLC    Member      100

MCW RC III Hilltop Village Member, LLC

   Delaware    Regency Centers, L.P.    Member      100

MCW RC III Hilltop Village, LLC

   Delaware    MCW RC III Hilltop Village Member, LLC    Member      100

MCW-RD Brentwood Plaza, LLC

   Delaware    Regency Centers, L.P.    Member      100

MCW-RD Bridgeton, LLC

   Delaware    Regency Centers, L.P.    Member      100

MCW-RD Dardenne Crossing, LLC

   Delaware    Regency Centers, L.P.    Member      100

MCW-RD Kirkwood Commons Member, LLC

   Delaware    Regency Centers, L.P.    Member      100

MCW-RD Kirkwood Commons, LLC

   Delaware    MCW-RD Kirkwood Commons Member, LLC    Member      100

RegCal, LLC

   Delaware   

California State Teachers Retirement System

Regency Centers, L.P.

  

Member

Managing

Member

    

75

25


RegCal Holding, LLC

   Delaware    RegCal, LLC    Member      100

CAR Apple Valley Square Member, LLC

   Delaware    RegCal, LLC    Member      100

CAR Apple Valley Square, LLC

   Delaware    CAR Apple Valley Square Member, LLC    Member      100

CAR Apple Valley Land, LLC

   Delaware    RegCal, LLC    Member      100

CAR Braemar Village, LLC

   Delaware    RegCal, LLC    Member      100

CAR Calhoun Commons, LLC

   Delaware    RegCal, LLC    Member      100

CAR Corral Hollow, LLC

   Delaware    RegCal Holding, LLC    Member      100

CAR Providence Commons, LLC

   Delaware    RegCal, LLC    Member      100

CAR Shops at the Columbia, LLC

   Delaware    RegCal, LLC    Member      100

KF-REG Holding, LLC

   Delaware    RegCal, LLC    Member      100

KF-REG Associates, LLC

   Delaware    KF-REG Holding, LLC    Member      100

King Farm Center, LLC

   Delaware    KF-REG Associates, LLC    Member      100

US Regency Retail REIT I

   Texas   

US Southern Retail, LLC

US Republic Core Fund, L.P.

Regency Centers, L.P.

  

Common Stock

Common Stock

Common Stock

    

57.27

23.53

19.20



Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

US Regency Retail I, LLC

   Delaware   

US Regency Retail REIT I

Regency Centers, L.P.

  

Member

Managing

Member

    

99

1


RC FL-Anastasia, LLC (fka MCW-RC FL-Anastasia, LLC)

   Delaware    Regency Centers, L.P.    Member      100

RC FL-Shoppes at 104, LLC (fka MCW-RC FL-Shoppes at 104, LLC)

   Delaware    Regency Centers, L.P.    Member      100

RC GA-Howell Mill, LLC (fka MCW-RC GA-Howell Mill Village, LLC)

   Delaware    Regency Centers, LLC    Member      100

MCD-RC CA-Amerige, LLC

   Delaware    Regency Centers, L.P.    Member      100

MCD-RC El Cerrito Holdings, LLC

   Delaware    Regency Centers, L.P.    Member      100

MCD-RC CA-El Cerrito, LLC

   Delaware    MCD-RC El Cerrito Holdings, LLC    Member      100

REG8 Member, LLC

   Delaware    Regency Centers, L.P.    Member      100

REG8 Tassajara Crossing, LLC

   Delaware    REG8 Member, LLC    Member      100

REG8 Plaza Hermosa, LLC

   Delaware    REG8 Member, LLC    Member      100

REG8 Sequoia Station, LLC

   Delaware    REG8 Member, LLC    Member      100

REG8 Mockingbird Commons, LLC

   Delaware    REG8 Member, LLC    Member      100

REG8 Sterling Ridge, LLC

   Delaware    REG8 Member, LLC    Member      100

REG8 Prestonbrook Crossing, LLC

   Delaware    REG8 Member, LLC    Member      100

REG8 Wellington, LLC

   Delaware    REG8 Member, LLC    Member      100

REG8 Berkshire Commons, LLC

   Delaware    REG8 Member, LLC    Member      100

FL-Corkscrew Village Member, LLC

   Delaware    Regency Centers, L.P.    Member      100

FL-Corkscrew Village, LLC

   Delaware    FL-Corkscrew Village Member, LLC    Member      100

FL-Naples Walk Shopping Center Member, LLC

   Delaware    Regency Centers, L.P.    Member      100

FL-Naples Walk Shopping Center, LLC

   Delaware    FL-Naples Walk Shopping Center Member, LLC    Member      100

FL-Northgate Square Member, LLC

   Delaware    Regency Centers, L.P.    Member      100

FL-Northgate Square, LLC

   Delaware    FL-Northgate Square Member, LLC    Member      100

FL-Westchase Center Member, LLC

   Delaware    Regency Centers, L.P.    Member      100

FL-Westchase Center, LLC

   Delaware    FL-Westchase Center Member, LLC    Member      100

19330 Hawthorne, LLC

   Delaware    Regency Centers, L.P.    Member      100

1C Tustin Legacy, LLC

   Delaware    Regency Centers, L.P.    Member      100

60617 Balboa Mesa, LLC

   Delaware    Regency Centers, L.P.    Member      100

4S Regency Partners, LLC

   Delaware   

Regency Centers, L.P.

4S Ranch Company 1700, L.P.

  

Member

Member

    

85

15


Alba Village Phase II, LLC

   Delaware    Regency Centers, L.P.    Member      100

Alba Village Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Bartram Park Center, LLC

   Delaware   

Regency Centers, L.P.

Real Sub, LLC

  

Managing

Member

Member

    

50

50


Belleview Square, LLC

   Delaware    Regency Centers, L.P.    Member      100

Belmont Chase, LLC

   Delaware    Regency Centers, L.P.    Member      100

Bridges Insurance Company

   South Carolina    Regency Centers, L.P.    Shareholder      100

Buckwalter Bluffton, LLC

   Delaware    Regency Centers, L.P.    Member      100

Caligo Crossing, LLC

   Delaware    Regency Centers, L.P.    Member      100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interes1

   % of
Ownership
 

CityLine-REG, LLC

   Delaware    Regency Centers, L.P.    Member      100

Clayton Valley Shopping Center, LLC

   Delaware    Regency Centers, L.P.    Member      100

Clybourn Commons-REG, LLC

   Delaware    Regency Centers, L.P.    Member      100

Colonnade Regency, L.P.

   Delaware   

Regency NC GP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

    

1

99


Corvallis Market Center, LLC

   Delaware    Regency Centers, L.P.    Member      100

CPGPI Regency Erwin, LLC

   Delaware   

Regency Centers, L.P.

CPGPI Erwin Retail, LLC

  

Managing

Member

Member

    

55

45


Fairfax Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Fellsway Associates Holdings Company, LLC

   Delaware   

Regency Centers, L.P.

Charter Fellsway, LLC

Charter Fellsway Group, LLC

  

Member

Member

Member

    

75

24

1


Fellsway Associates, LLC

   Delaware    Fellsway Associates Holdings Company, LLC    Member      100

Fellsway Property, LLC

   Delaware    Fellsway Associates Holdings Company, LLC    Member      100

Fontainebleau Square, LLC

   Delaware    Regency Centers, L.P.    Member      100

Gateway 101, LLC

   Delaware    Regency Centers, L.P.    Member      100

Gateway Azco GP, LLC

   Delaware    Regency Centers, L.P.    Member      100

Gateway Azco LP, LLC

   Delaware    Regency Centers, L.P.    Member      100

AZCO Partners

   Pennsylvania   

Gateway Azco Partners GP, LLC

Gateway Azco LP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

Limited Partner

    

1

89

10


Glen Oak Glenview, LLC

   Delaware    Regency Centers, L.P.    Member      100

Grand Ridge Plaza I, LLC

   Delaware    Regency Centers, L.P.    Member      100

Grand Ridge Plaza II, LLC

   Delaware    Regency Centers, L.P.    Member      100

Hibernia North, LLC

   Delaware    Regency Centers, L.P.    Member      100

Hickory Creek Plaza, LLC

   Delaware    Regency Centers, L.P.    Member      100

Hoadly Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Holly Park Property, LLC

   Delaware   

Regency Centers, L.P.

Purser HP, LLC

  

Managing

Member

Member

    

99.273

.0727


Hunters Lake Tampa, LLC

   Delaware   

Regency Centers, L.P.

Harrison Bennett Properties, LLC

  

Managing

Member

Member

     Varies  

Indian Springs at Woodlands, Ltd.

   Texas   

Indian Springs GP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

    

0.1

99.9


Indian Springs GP, LLC

   Delaware    Regency Centers, L.P.    Member      100

Indio Jackson, LLC

   Delaware    Regency Centers, L.P.    Member      100

Kent Place Regency, LLC

   Delaware   

Regency Centers, L.P.

Kent Place Investors, LLC

  

Managing

Member

Member

    

50

50


La Floresta Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Lee Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

The Marketplace at Briargate, LLC

   Delaware    Regency Centers, L.P.    Member      100

Murfreesboro North, LLC

   Delaware   

Regency Centers, L.P.

BSM County Farm Road, LLC

  

Managing

Member

Member

     varies  

NSHE Winnebago, LLC

   Arizona    Regency Centers, L.P.    Member      100

NTC-REG, LLC

   Delaware    Regency Centers, L.P.    Member      100

New Smyrna Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Northlake Village Shopping Center, LLC

   Florida    Regency Centers, L.P.    Member      100

Oakshade Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Ocala Corners, LLC

   Delaware    Regency Centers, L.P.    Member      100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

Otay Mesa Crossing, LLC

   Delaware   

Regency Centers, L.P.

Transcan Otay Mesa, LLC

  

Managing

Member

Member

     Varies  

Parmer Tech Ridge, LLC

   Delaware    Regency Centers, L.P.    Member      100

Regency Centers Acquisitions, LLC

   Delaware    Regency Centers, L.P.    Member      100

Regency Centers Advisors, LLC

   Florida    Regency Centers, L.P.    Member      100

Red Bank Village, LLC

   Delaware    Regency Centers, L.P.    Member      100

Regency Blue Ash, LLC

   Delaware    Regency Centers, L.P.    Member      100

Regency Marinita-LaQuinta, LLC

   Delaware   

Regency Centers, L.P.

Marinita Development Co.

  

Managing

Member

Member

     Varies  

Regency NC GP, LLC

   Delaware    Regency Centers, L.P.    Member      100

Regency-Kleban Properties, LLC

   Delaware   

Regency Centers, L.P.

Brick Walk Associates, LLC

Pine Tree Ventures, LLC

Bright Star, LLC

1261 Post Road Associates, LLC

Kleban Holding Company, LLC

Kleban Holding Company II, LLC

Kleban Fairfield, LLC

Alida Kleban Holding Company, LLC

Sun Realty Associates, LLC

Kleban Development Company

FBW, LLC

  

Member

Member

Member

Member

Member

Member

Member

Member

Member

Member

Member

Member

    

80.0000

5.1676

1.1789

0.9871

1.3768

2.6451

0.7769

1.1790

0.8306

3.9009

0.4598

1.4973


R-K Brick Walk I, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

R-K Brick Walk II, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

R-K Brick Walk III, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

R-K Brick Walk IV, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

R-K Brick Walk V, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

R-K Fairfield I, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

R-K Fairfield IV, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

R-K Fairfield V, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

R-K Black Rock I, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

R-K Black Rock II, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

R-K Black Rock III, LLC

   Delaware    Regency-Kleban Properties, LLC    Member      100

Regency Petaluma, LLC

   Delaware    Regency Centers, L.P.    Member      100

Regency Remediation, LLC

   Florida    Regency Centers, L.P.    Member      100

Regency Village at Dublin, LLC

   Delaware    Regency Centers, L.P.    Member      100

Sandy Springs Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

SEPR Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Shops at Saugus, LLC

   Delaware    Regency Centers, L.P.    Member      100

Shops at Mira Vista Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Shoppes on Riverside Jax, LLC

   Delaware    Regency Centers, L.P.    Member      100

Southpark Cinco Ranch, LLC

   Delaware    Regency Centers, L.P.    Member      100

Spring Hill Town Center, LLC

   Delaware    Regency Centers, L.P.    Member      100

T&R New Albany Development Company, LLC

   Ohio   

Regency Centers, L.P.

Topvalco

  

Managing

Member

Member

    

50

50


Tinwood, LLC

   Delaware   

Regency Centers, L.P.

Real Sub, LLC

  

Managing

Member

Member

    

50

50


Tinwood-Pebblebrooke, LLC

   Delaware    Tinwood, LLC    Member      100

Twin City Plaza Member, LLC

   Delaware    Regency Centers, L.P.    Member      100

Twin City Plaza, LLC

   Delaware    Twin City Plaza Member, LLC    Member      100

UC Shopping Center, LLC

   Delaware    Regency Centers, L.P.    Member      100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

Uncommon, LLC

   Delaware    Regency Centers, L.P.    Member      100

Uptown Member, LLC

   Delaware    Regency Centers, L.P.    Member      100

Uptown District Regency, LLC

   Delaware    Uptown Member, LLC    Member      100

WFC-Purnell, L.P.

   Delaware   

Regency NC GP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

    

1

99


Willow Festival Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Willow Oaks Crossing, LLC

   Delaware    Regency Centers, L.P.    Member      100

Regency Realty Group, Inc.

   Florida    Regency Centers, L.P.    Common Stock      100

1488-2978 SC GP, LLC

   Delaware    Regency Centers, L.P.    Member      100

1488-2978 SC, L.P.

   Texas   

1488-2978 SC GP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

    

1

99


Centerplace of Greeley III, LLC

   Delaware    Regency Realty Group, Inc.    Member      100

Culpeper Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

East San Marco, LLC

   Florida    Regency Realty Group, Inc.    Member      100

Kulpsville Village Center LP, LLC

   Delaware    Regency Realty Group, Inc.    Member      100

Kulpsville Village Center, L.P.

   Delaware   

RRG Pennsylvania GP, Inc.

Kulpsville Village Center LP, LLC

  

General Partner

Limited Partner

    

1

99


Lower Nazareth LP Holding, LLC

   Delaware    Regency Realty Group, Inc.    Member      100

Lower Nazareth Partner, LP

   Delaware   

Regency Realty Group, Inc.

Lower Nazareth LP Holding, LLC

  

Limited Partner

General Partner

    

100

0


Lower Nazareth GP, LLC

   Delaware    Regency Realty Group, Inc.    Member      100

Lower Nazareth Commons, LP

   Delaware   

Lower Nazareth GP, LLC

Lower Nazareth Partner, LP

  

General Partner

Limited Partner

    

.5

99.5


NorthGate Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Paso Golden Hill, LLC

   Delaware    Regency Realty Group, Inc.    Member      100

RB Schererville Crossings, LLC

   Delaware   

Regency Realty Group, Inc.

WH41, LLC

  

Managing

Member

Member

     Varies  

Baronhawks, LLC

   Delaware    Regency Realty Group, Inc.    Member      100

RRG Net, LLC

   Florida    Regency Realty Group, Inc.    Member      100

Regency Solar, LLC

   Delaware    Regency Realty Group, Inc.    Member      100

Regency Solar II, LLC

   Delaware    New Regency Realty Group, Inc.    Member      100

Seminole Shoppes, LLC

   Delaware    Regency Centers, L.P.    Member      100

Shops at Highland Village GP, LLC

   Delaware    Regency Realty Group, Inc.    Member      100

Shops at Highland Village Development, Ltd.

   Delaware   

Shops at Highland Village GP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

    

1

99


Shops at Quail Creek, LLC

   Delaware    Regency Realty Group, Inc.    Member      100

Stonewall Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

RRG Pennsylvania GP, Inc.

   Florida    Regency Realty Group, Inc.    Common Stock      100

US Regency Hasley Canyon Village, LLC

   Delaware    US Regency Retail I, LLC    Member      100

US Regency Blossom Valley, LLC

   Delaware    US Regency Retail I, LLC    Member      100

US Regency Alden Bridge, LLC

   Delaware    US Regency Retail I, LLC    Member      100

US Regency Bethany Park Place, LLC

   Delaware    US Regency Retail I, LLC    Member      100

US Regency Shiloh Springs, LLC

   Delaware    US Regency Retail I, LLC    Member      100

US Regency Willa Springs, LLC

   Delaware    US Regency Retail I, LLC    Member      100

US Regency Dunwoody Hall, LLC

   Delaware    US Regency Retail I, LLC    Member      100

US Regency Maynard Crossing, LLC

   Delaware    US Regency Retail I, LLC    Member      100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

Clarendon Regency I, LLC

   Delaware    Regency Centers, L.P.    Member      100

Mellody Farm, LLC

   Delaware    Regency Centers, L.P.    Member      100

Springwoods Village Stuebner/Regency, LLC

   Delaware    Regency Centers, L.P.
Spring RRC I, LLC
  

Managing

Member

Member

    

53

47


Spring Stuebner RRC I Inc.

   Delaware    Springwoods Village Stuebner/Regency, LLC    Member      100

Culver Public Market, LLC

   Delaware    Regency Centers, L.P.    Member      100

Clarendon Regency II, LLC

   Delaware    Regency Centers, L.P.    Member      100

Clarendon Regency III, LLC

   Delaware    Regency Centers, L.P.    Member      100

Clarendon Regency IV, LLC

   Delaware    Regency Centers, L.P.    Member      100

Clarendon Regency V, LLC

   Delaware    Regency Centers, L.P.    Member      100

2C Tustin Legacy, LLC

   Delaware    Regency Centers, L.P.    Member      100

Klahanie Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Commonwealth Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Commonwealth Regency II, LLC

   Delaware    Regency Centers, L.P.    Member      100

Bridgewater Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Midtown East Regency-ITB, LLC

   Delaware    Regency Centers, L.P.
I.T.B. Holdings, L.L.C.
  

Member

Member

     50 %50% 

The Village at Riverstone, LLC

   Delaware   

Regency Centers, L.P.

RIVJV, LLC

  

Managing

Member

Member

     varies  

Columbia II Plaza Venezia, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Chimney Rock LQR, LLC

   Delaware    New Regency Realty Group, Inc.    Member      100

Garden City Park, LLC

   Delaware    Regency Centers, L.P.    Member      100

Pinecrest Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Regency Springing Member, LLC

   Delaware    Regency Centers, L.P.    Member      100

Regency Goodwyn, LLC

   Delaware   

Regency Centers, L.P.

Richmond Shopping Center, Inc. and Goodwyn Bros. General Partnership

  

Managing

Member

Member

     Varies  

Indigo Square Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

5510-5520 Broadway, LLC

   Delaware    Regency Centers, L.P.    Member      100

Equity Asset Investor (Talega) LLC

   Florida    Regency Centers, L.P.    Member      100

Equity One (Bridgemill) LLC

   Georgia    Regency Centers, L.P.    Member      100

Equity One (Copps Hill) LLC

   Florida    Regency Centers, L.P.    Member      100

Equity One (Florida Portfolio) LLC

   Florida    Regency Centers, L.P.    Member      100

Equity One (Louisiana Portfolio) LLC

   Florida    Louisiana Holding LLC    Member      100

Equity One (Northeast Portfolio) LLC

   Massachusetts    Regency Centers, L.P.    Member      100

Equity One (San Carlos) LLC

   Delaware    Equity One (West Coast Portfolio) LLC    Member      100

Equity One (Sheridan Plaza) LLC

   Florida    Regency Centers, L.P.    Member      100

Equity One (Southeast Portfolio) LLC

   Georgia    Regency Centers, L.P.    Member      100

Equity One (Summerlin) LLC

   Florida    Regency Centers, L.P.    Member      100

Equity One (Westbury Plaza) LLC

   Delaware    Regency Centers, L.P.    Member      100

Equity One (West Coast Portfolio) LLC

   Florida    Regency Centers, L.P.    Member      100

Equity One (Westport) LLC

   Florida    Regency Centers, L.P.    Member      100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

Equity One (Westport Village Center) LLC

   Delaware    Regency Centers, L.P.    Member      100

Equity One Realty & Management NE, LLC

   Massachusetts    Regency Centers, L.P.    Member      100

Regency Centers Management, LLC f/k/a Equity One Realty & Management SE, LLC

   Georgia    Regency Centers, L.P.    Member      100

EQY Portfolio Investor (Empire) LLC

   Florida    Regency Centers, L.P.    Member      100

EQY Portfolio Investor (GRI) LLC

   Florida    Regency Centers, L.P.    Member      100

GRI-EQY (Concord) LLC

   Delaware    EQY Portfolio Investor (GRI) LLC    Member      100

Harvard Collection LLC

   Delaware    Regency Centers, L.P.    Member      100

IRT Management LLC

   Georgia    Regency Centers, L.P.    Member      100

IRT Partners, L.P.

   Georgia   

Regency Centers, L.P.

IRT Management LLC

  

General Partner

Limited Partner

    

1

99


Louisiana Holding LLC

   Florida    Regency Centers, L.P.    Member      100

Southbury Spirits Member, LLC

   Connecticut    Regency Centers, L.P.    Member      100

Southbury Spirits, LLC

   Connecticut    Southbury Spirits Member, LLC    Member      100

IRT Capital Corporation II

   Georgia    Regency Centers, L.P.    Member      100

DIM Vastgoed N.V.

   Netherlands    Regency Centers, L.P.    Member      100

EQY-CSC, LLC

   Delaware    Regency Centers, L.P.    Member      100

C&C (US) No. 1, Inc.

   Delaware   

Regency Centers. L.P.

Outside Investors

  

Common Stock

Preferred Stock

    

100

varies


 

C&C Delaware, Inc.

   Delaware    C&C (US) No. 1, Inc.    Common Stock      100

621 Colorado Associates, LLC

   Delaware    Equity One Realty & Management CA, Inc.    Member      100

Equity One (Culver) LLC

   Delaware    621 Colorado Associates, LLC    Member      100

Equity One Realty & Management CA, Inc.

   Delaware    C&C (US) No. 1, Inc.    Common Stock      100

Equity One (Circle West) LLC

   Delaware    Equity One Realty & Management CA, Inc.    Member      100

Equity One (Compo Acres) LLC

   Connecticut    Equity One Realty & Management CA, Inc.    Member      100

Equity One (Darinor) LLC

   Delaware    Equity One Realty & Management CA, Inc.    Member      100

Equity One (Metropolitan) LLC

   Delaware    Equity One Realty & Management CA, Inc.    Member      100

Equity One (Post Road) LLC

   Connecticut    Equity One Realty & Management CA, Inc.    Member      100

Equity One (Ralphs Circle) LLC

   Delaware    Equity One Realty & Management CA, Inc.    Member      100

Equity One (Vons Circle) LLC

   Delaware    Equity One Realty & Management CA, Inc.    Member      100

Marketplace Center, Inc.

   California    Equity One Realty & Management CA, Inc.    Common Stock      100

Daly City Serramonte Center, LLC

   Delaware    Equity One Realty & Management CA, Inc.    Member      100

Serramonte Center Holding Co. LLC

   Delaware    Daly City Serramonte Center, LLC    Member      100

Willows Center Concord, Inc.

   California    Equity One Realty & Management CA, Inc.    Common Stock      100

Willows Center Concord, LLC

   California    Willows Center Concord, Inc.    Member      100

G.S. Associates Holding Corp.

   Delaware    Equity One Realty & Management CA, Inc.    Common Stock      100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

G.S. Associates Joint Venture 326118

   California   

Equity One Realty & Management CA, Inc.

G.S. Associates Holding Corp.

  

Partner

Partner

    

99.9

0.1


Escuela Shopping Center, LLC

   Delaware    G.S. Associates Joint Venture 326118    Member      100

Equity One JV Portfolio LLC

   Delaware   

EQY Portfolio Investor (Empire) LLC

New York Common Fund

  

Managing

Member

Member

    

30

70


Equity One JV Sub Riverfront Plaza LLC

   Delaware    Equity One JV Portfolio LLC    Member      100

Equity One (Country Walk) LLC

   Delaware    Equity One JV Portfolio LLC    Member      100

Equity One JV Sub CT Path LLC

   Delaware    Equity One JV Portfolio LLC    Member      100

Equity One JV Sub Veranda LLC

   Delaware    Equity One JV Portfolio LLC    Member      100

Equity One JV Sub Northborough LLC

   Delaware    Equity One JV Portfolio LLC    Member      100

Equity One JV Sub Grove LLC

   Delaware    Equity One JV Portfolio LLC    Member      100

Sunlake-Equity One LLC

   Delaware    Regency Centers, L.P.    Member      100

EQY Talega LLC

   Delaware   

Equity Asset Investor (Talega) LLC

Regency Centers, L.P.

  

Member

Managing

Member

    

99

1


Talega Village Center JV, LLC

   Delaware   

EQY Talega LLC

Regency Centers, L.P.

  

Member

Managing

Member

    

99

1


Talega Village Center, LLC

   Delaware    Talega Village Center JV, LLC    Member      100

Riverstone Market SWC, LLC

   Delaware    Regency Centers, L.P.    Member      100

Columbia II Metuchen, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Glengary Shoppes LLC

   Delaware    DIM Vastgoed, N.V.    Member      100

Hammocks Town Center LLC

   Delaware    DIM Vastgoed, N.V.    Member      100

Magnolia Shoppes LLC

   Delaware    DIM Vastgoed, N.V.    Member      100

Scripps REG, LLC

   Delaware    Regency Centers, L.P.    Member      100

Hewlett I Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Hewlett II Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Roosevelt Square Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Rivertowns Square Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Shops on Main LQR, LLC

   Indiana    RB Schererville Crossings, LLC    Member      100

Block in Ballard II, LLC

   Delaware    Block in Ballard II JV, LLC    Member      100

Block in Ballard II JV, LLC

   Delaware   

Regency Centers, L.P.

1290 Broadway Lane REIT, LLC

  

Managing

Member

Member

    

49.9

50.1


Block in Ballard I JV, LLC

   Delaware   

Regency Centers, L.P.

Principal Enhanced Property Fund, L.P.

  

Managing

Member

Member

    

49.9

50.1


Block in Ballard, LLC

   Delaware    Reflections at the Lake REIT, LLC    Member      100

Reflections at the Lake REIT, LLC

   Delaware    Block in Ballard I JV, LLC    Member      100

Melrose Market Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

TF REG, LLC

   Delaware   

Regency Centers, L.P.

Outside Investors

  

Managing

Member

Members

    

18.375

varies


 

New Regency Realty Group, Inc.

   Florida    Regency Centers, L.P.    Member      100

Falls Church Regency, LLC

   Delaware    New Regency Realty Group, Inc.    Member      100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest1

   % of
Ownership
 

FCC Member 1 LLC

   Delaware   

Falls Church Regency, LLC

EYA FCC Investments LLC

  

Member

Managing

Member

    

75

25


Falls Church Commons JV, LLC

   Delaware   

FCC Member 1 LLC

PNH WFC LLC

  

Member

Member

    

50

50


6401 Roosevelt Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Pruneyard Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Old Bridge Regency, LLC

   Delaware    Regency Centers, L.P.    Member      100

Old Bridge Regency-Village, LLC

   Delaware   

Old Bridge Regency, LLC

Village Old Bridge LLC

  

Member

Member

    

80

20


Restaurant Ventures, LLC

   Delaware    RB Schererville Crossings, LLC    Member      100

NRRG Net, LLC

   Delaware    New Regency Realty Group, Inc.    Member      100

Stonewall Regency Lending, LLC

   Delaware    Equity One Realty & Management CA, Inc.    Member      100

Regency Protective Trust II

   Florida    New Regency Realty Group, Inc.    Beneficiary      100

Midtown Junction, LLC

   Delaware    Regency Centers, L.P.    Member      100

NRRG Investments I, Inc.

   Florida    New Regency Realty Group, Inc.    Common Stock      100

Regency Kensington Bethesda Member, LLC

   Maryland    NRRG Investments I, Inc.    Member      100

Regency Kensington Bethesda Owner, LLC

   Maryland    Regency Centers, L.P.    Member      100
EX-1.2

Exhibit 1.2

REGENCY CENTERS CORPORATION

AMENDMENT NO. 2 TO THE

EQUITY DISTRIBUTION AGREEMENT

May 8, 2020

Mizuho Securities USA LLC

1271 Avenue of the Americas, 3rd Floor

New York, New York 10020

Mizuho Markets Americas LLC

1271 Avenue of the Americas, 3rd Floor

New York, New York 10020

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement dated May 17, 2017 (as amended from time to time, the “Agreement”), among Regency Centers Corporation, a Florida corporation (the “Company”), Regency Centers, L.P., a Delaware limited partnership (the “Partnership”) and Mizuho Securities USA LLC (the “Agent”). In consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Partnership and the Agent hereby agree to enter into this Amendment No. 2 to the Agreement, dated the date hereof (the “Amendment No. 2”), with the purpose of amending certain terms of the Agreement, which include admitting Mizuho Markets Americas LLC to the Agreement as a purchaser under any Forward Contract (as defined in the Agreement) (the “Forward Purchaser”) and Mizuho Securities USA LLC as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined in the Agreement) (the “Forward Seller”).

SECTION 1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

SECTION 2. Amendment of the Agreement.

(a) The first paragraph of the Agreement shall be replaced in its entirety as follows:

Regency Centers Corporation, a Florida corporation (the “Company”), which is the general partner of Regency Centers, L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with Mizuho Markets Americas LLC (in its capacity as purchaser under any Forward Contract (as defined below), the “Forward Purchaser”) and Mizuho Securities USA LLC (in its capacity as agent for the Company and/or principal in connection with the offering and sale of any Issuance Shares (as defined below) hereunder, “Agent,” and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined below) hereunder, the “Forward Seller”), as follows:


(b) The first six paragraphs of Section 1, Description of Shares, shall be replaced in their entirety as follows:

The Company has authorized and proposes to issue and sell, in the manner contemplated by this Agreement, shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) upon the terms and subject to the conditions contained herein. The issuance and sale of the Shares (as defined below) will be effected pursuant to the Registration Statement (as defined below) filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares.

The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-217081) (the “Original Registration Statement”), including a base prospectus, relating to certain securities, including the Shares to be issued from time to time by the Company, which shelf registration statement became effective upon filing under Rule 462(e) of the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the Original Registration Statement specifically relating to the Shares (the “Original Prospectus Supplement”). Except where the context otherwise requires, the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Shares may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Shares following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”). The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Shares, which shall initially be the Original Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” The Shares having an aggregate sales price of up to the amount provided in the Prospectus shall be referred to as the Maximum Amount (the “Maximum Amount”). Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).


All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

All references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Shares by Agent outside of the United States.

Agent has been appointed by the Company as its agent to sell the Issuance Shares and agrees to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller has been appointed by the Company and the Forward Purchaser as agent to sell the Forward Hedge Shares and agrees with the Company and the Forward Purchaser to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser or its affiliate and offered on behalf of the Company upon the terms and subject to the conditions contained herein. Notwithstanding any other provision of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards are not applicable hereunder and no sales of Forward Hedge Shares shall take place pursuant to this Agreement.

The Company and the Partnership have previously entered into other separate equity distribution agreements (collectively, the “Separate Distribution Agreements”) with other parties (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Agent”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Partnership may also in the future enter into additional equity distribution agreements (the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (together with the Separate Agents, the “Alternative Agents”).

(c) Section 5(a)(11), Representations and Warranties by the Company and the Partnership (Capitalization), shall be replaced in its entirety as follows:


All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company; the capital stock of the Company conforms in all material respects to the description thereof in the Registration Statement and the Prospectus; except as set forth on Exhibit E or the Prospectus, all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except as set forth on Exhibit E or the Prospectus and for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; and the Partnership has an authorized capitalization as set forth in the Prospectus, and all of the issued partnership interests of the Partnership have been duly and validly authorized and issued and are fully paid and non-assessable; and there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement and the Prospectus.

(d) The following paragraph (51) shall be added to the end of Section 5(a) Representations and Warranties by the Company and the Partnership:

(51) Cybersecurity. Except as disclosed in the Registration Statement and the Prospectus, (i) (x) there has been no security breach or other compromise of or relating to any of the Company’s or its subsidiaries’ (including the Partnership’s) information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, other than, in the case of this clause (i), any breaches or compromises that are not, individually or in the aggregate, material and as to which the Company or the Partnership does not reasonably expect to make any public disclosure; (ii) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

(e) Section 14, Notices, shall be replaced in its entirety as follows:

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to Agent and/or the Forward Seller shall be sent to Mizuho Securities USA LLC, 1271 Avenue of the Americas, 3rd Floor, New York 10020, Attention: JT Deignan and Stephen Roney (emails: jt.deignan@mizuhogroup.com and stephen.roney@mizuhogroup.com), with a copy to (which shall not constitute notice) Sullivan & Cromwell LLP, 125 Broad Street,


New York, New York 10004, Attention: Robert W. Downes (facsimile (212) 291-9043); notices to the Forward Purchaser shall be sent to Mizuho Securities USA LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention Adam Hopkins (email: adam.hopkins@mizuhogroup.com), with a copy to (which shall not constitute notice) Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, Attention: Robert W. Downes (facsimile (212) 291-9043) and with a copy to (which shall not constitute notice) Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attention: Mark M. Mendez (facsimile (212) 701-5829 and notices to the Company shall be directed to it at One Independent Drive, Suite 114, Jacksonville, Florida 32202 Attention: Michael Mas (facsimile (904) 355-5477),with a copy to (which shall not constitute notice) Foley & Lardner, One Independent Drive, Suite 1300, Jacksonville, Florida 32202 , Attention: Michael B. Kirwan (facsimile (904) 359-8700).

(f) Exhibit A of the Agreement shall be amended by deleting Exhibit A in its entirety and replacing it with Exhibit A attached hereto.

(g) Exhibit B of the Agreement shall be amended by deleting Exhibit B in its entirety and replacing it with Exhibit B attached hereto.

(h) Exhibit C of the Agreement shall be amended by deleting Exhibit C in its entirety and replacing it with Exhibit C attached hereto.

(i) Exhibit D of the Agreement shall be amended by deleting Exhibit D in its entirety and replacing it with Exhibit D attached hereto.

(j) Exhibit E of the Agreement shall be amended by deleting Exhibit E in its entirety and replacing it with Exhibit E attached hereto.

SECTION 3. Effectiveness. This Amendment No. 2 shall automatically become effective as of the date hereof and all references in the Agreement to “this Agreement” or the like shall refer to the Agreement as further amended hereby.

SECTION 4. Counterparts. This Amendment No. 2 may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument.

SECTION 5. Law; Construction. THIS AMENDMENT NO. 2 AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Entire Agreement. This Amendment No. 2 and the Agreement as further amended hereby constitute the entire agreement and understanding between the parties hereto and supersede any and all prior agreements and understandings relating to the subject matter hereof. Except as further amended hereby, all of the terms of the Agreement shall remain in full force and effect and are hereby confirmed in all respects.

[SIGNATURE PAGE FOLLOWS]


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Forward Seller, Forward Purchaser, the Agent, the Company and the Partnership in accordance with its terms.

 

Very truly yours,
REGENCY CENTERS CORPORATION
By:  

/s/ Lisa Palmer

  Name: Lisa Palmer
  Title: President and Chief Executive Officer
REGENCY CENTERS, L.P.
By:   Regency Centers Corporation,
  its general partner
  By:  

/s/ Lisa Palmer

    Name: Lisa Palmer
    Title: President and Chief Executive Officer

 

CONFIRMED AND ACCEPTED, as of the date first above written:
Mizuho Securities USA LLC, as Agent
By:  

/s/ John T. Deignan

  Name:  

John T. Deignan

  Title:  

Managing Director

Mizuho Securities USA LLC, as Forward Seller
By:  

/s/ John T. Deignan

  Name:  

John T. Deignan

  Title:  

Managing Director

Mizuho Markets Americas LLC, as Forward Purchaser
By:  

/s/ Adam Hopkins

  Name:  

Adam Hopkins

  Title:  

Attorney-in-Fact


EXHIBIT A

FORM OF PLACEMENT NOTICE

, 20

[Bank Name]

[Address]

 

Attention:

[•]

(facsimile number: [•])

 

Email:

[•]

Reference is made to the Equity Distribution Agreement among Regency Centers Corporation (the “Company”), Regency Centers, L.P., [•] (the “Forward Purchaser”) and [•] (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares thereunder, “Agent,” and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares thereunder, the “Forward Seller”), dated as of May [•], 2017 (the “Equity Distribution Agreement”). Capitalized terms used in this Placement Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Placement Notice relates to [an “Issuance”]1 [a “Forward”]2. The Company confirms that all conditions to the delivery of this Placement Notice are satisfied as of the date hereof.

[The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.]3

The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the Master Forward Confirmation]4 is true and correct on the date hereof, and that the Prospectus, including the documents incorporated by reference therein, and any applicable Issuer Free Writing Prospectus, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

 

1 

Insert for a Placement Notice that relates to an “Issuance.”

2 

Insert for a Placement Notice that relates to a “Forward.”

3 

Insert for a Placement Notice that relates to a “Forward.”

4 

Insert for Placement Notice that relates to a “Forward.”


Number of Days in [Issuance]5 [Forward Hedge]6 Selling Period:

First Date of [Issuance]7 [Forward Hedge]8 Selling Period:

Maximum Number of Shares to be Sold:

[Issuance]9 [Forward Hedge]10 Amount: $

[Forward Hedge Selling Commission Rate: %

 

Forward Price Reduction Dates

   Forward
Price
Reduction
Amounts
 
   $    
   $    

Spread:

  

Initial Stock Loan Rate: basis points

  

Maximum Stock Loan Rate: basis points

  

Regular Dividend Amounts:

  

For any calendar quarter ending on or prior to [December 31, 20[ ]]:

   $

For any calendar quarter ending after [December 31, 20[ ]]:

   $ ] ]11 

[Term: [Days][Months]]12:

Floor Price (Adjustable by Company during the [Issuance]13 [Forward Hedge]14 Selling Period, and in no event less than $1.00 per share): $ per share

 

5 

Insert for a Placement Notice that relates to an “Issuance.”

6 

Insert for a Placement Notice that relates to a “Forward.”

7 

Insert for a Placement Notice that relates to an “Issuance.”

8 

Insert for a Placement Notice that relates to a “Forward.”

9 

Insert for a Placement Notice that relates to an “Issuance.”

10 

Insert for a Placement Notice that relates to a “Forward.”

11 

Insert for a Placement Notice that relates to a “Forward.” Regular Dividend Amounts shall not exceed the Forward Price Reduction Amount for the Forward Price Reduction Date occurring in the relevant quarter (or, if none, shall not exceed zero).

12 

Insert for a Placement Notice that relates to a “Forward.”

13 

Insert for a Placement Notice that relates to an “Issuance.”

14 

Insert for a Placement Notice that relates to a “Forward.”


Exhibit B

EXHIBIT B

COMPANY AND AGENT REPRESENTATIVES FOR NOTICE

Company Representatives for Notice:

Lisa Palmer

President and Chief Executive Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7636

Fax: (904) 354-1832

LisaPalmer@regencycenters.com

Michael Mas

Executive Vice President and Chief Financial Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7470

Fax: (904) 354-1832

MichaelMas@regencycenters.com

Chris Leavitt

Senior Vice President, Finance and Treasurer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7608

Fax: (904) 354-1832

ChrisLeavitt@regencycenters.com

Laura Clark, CFA

Senior Vice President, Capital Markets

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7831

Fax: (904) 354-1832

LauraClark@regencycenters.com


Agent Representatives for Notice:

JT Deignan

Managing Director

Mizuho Securities USA LLC

1271 Avenue of the Americas, 3rd Floor

New York, New York 10020

Office: (212) 205-7776

jt.deignan@mizuhogroup.com

Stephen Roney

Managing Director

Mizuho Securities USA LLC

1271 Avenue of the Americas, 3rd Floor

New York, New York 10020

Office: (212) 205-7527

stephen.roney@mizuhogroup.com

Forward Seller Representatives for Notice:

JT Deignan

Managing Director

Mizuho Securities USA LLC

1271 Avenue of the Americas, 3rd Floor

New York, New York 10020

Office: (212) 205-7776

jt.deignan@mizuhogroup.com

Stephen Roney

Managing Director

Mizuho Securities USA LLC

1271 Avenue of the Americas, 3rd Floor

New York, New York 10020

Office: (212) 205-7527

stephen.roney@mizuhogroup.com

Forward Purchaser Representative for Notice:

Adam Hopkins

Managing Director

Mizuho Securities USA LLC

1271 Avenue of the Americas, 19th Floor

New York, New York 10020

Office: (212) 547-1532

adam.hopkins@mizuhogroup.com


Exhibit C

EXHIBIT C

COMPANY REPRESENTATIVES FOR TRADE CONFIRMATIONS

Lisa Palmer

President and Chief Executive Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7636

Fax: (904) 354-1832

LisaPalmer@regencycenters.com

Michael Mas

Executive Vice President and Chief Financial Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7470

Fax: (904) 354-1832

MichaelMas@regencycenters.com

Chris Leavitt

Senior Vice President, Finance and Treasurer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7608

Fax: (904) 354-1832

ChrisLeavitt@regencycenters.com

Laura Clark, CFA

Senior Vice President, Capital Markets

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7831

Fax: (904) 354-1832

LauraClark@regencycenters.com


Exhibit D

EXHIBIT D

COMPENSATION

Agent shall be paid compensation at a mutually agreed rate, not to exceed 2.0% of the gross sales price of Issuance Shares pursuant to the terms of this Agreement.

Forward Seller shall be paid compensation at a mutually agreed rate, not to exceed 2.0% of the gross sales price of Forward Hedge Shares pursuant to the terms of this Agreement.


Exhibit E

EXHIBIT E

SUBSIDIARIES OF THE COMPANY

As of May 1, 2020

 

Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

Regency Centers, L.P.

   Delaware   

Regency Centers Corporation

Outside Investors

  

General Partner

Limited Partners

    

~99.6

~0.4metuc


Columbia Cameron Village SPE, LLC

   Delaware   

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

  

Managing Member

Member

    

30

70


Columbia Cameron Village, LLC

   Delaware    Columbia Cameron Village SPE, LLC    Member      100

Columbia Regency Retail Partners, LLC

   Delaware   

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

  

Managing Member

Member

    

20

80


Columbia Crossroads Commons, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Retail Dulles, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Retail Texas 3, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Retail Sweetwater Plaza, LP

   Delaware   

Columbia Retail Texas 3, LLC

Columbia Regency Retail Partners, LLC

  

General Partner

Limited Partner

    

1

99


Columbia Retail Washington 1, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Cascade Plaza, LLC

   Delaware   

Columbia Retail Washington 1, LLC

Columbia Regency Retail Partners, LLC

  

Managing Member

Member

    

1

99


Columbia Julington Village, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Palm Valley Marketplace, LLC

   Delaware    Columbia Regency Retail Partners, LLC    Member      100

Columbia Regency Partners II, LLC

   Delaware   

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

  

Managing Member

Member

    

20

80


Columbia II Broadway Market, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia II Burnt Mills Shopping Center, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia Cochran Commons, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Hollymead Town Center, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia II Hollymead, LLC

   Delaware    Hollymead Town Center, LLC    Member      100

Columbia II Johns Creek, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia II Ridgewood, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

Columbia Lorton Station Marketplace Member, LLC

   Delaware    Columbia Regency Partners II, LLC    Member      100

 

15 

Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

Columbia Lorton Station Marketplace, LLC

   Delaware   

Columbia Lorton Station Marketplace Member, LLC

  

Member

     100

Columbia Lorton Station Town Center, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Columbia II Marina Shores, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Columbia Plantation Plaza Member, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Columbia Plantation Plaza, LLC

   Delaware   

Columbia Plantation Plaza Member, LLC

  

Member

     100

Columbia II Rockridge Center, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Columbia Retail Shorewood Crossing, LLC

   Delaware   

Columbia Regency Retail Partners, LLC

  

Member

     100

Columbia Shorewood Crossing Phase 2 Member, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Columbia Shorewood Crossing Phase 2, LLC

   Delaware   

Columbia Shorewood Crossing Phase 2 Member, LLC

  

Member

     100

Columbia Shorewood Crossing Phase 3, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Signal Hill Two, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Columbia II Signal Hill, LLC

   Delaware   

Signal Hill Two, LLC

  

Member

     100

Columbia Speedway Plaza Member, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Columbia Speedway Plaza, LLC

   Delaware   

Columbia Speedway Plaza Member, LLC

  

Member

     100

Columbia Sutton Square, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Columbia II Holding, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Columbia II Raley’s Center, LLC

   Delaware   

Columbia II Holding, LLC

  

Member

     100

Columbia II Village Plaza, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

GRI-Regency, LLC

   Delaware   

Global Retail Investors, LLC

Regency Centers, L.P.

  

Member

Managing Member

    

60

40


GRI-Lake Grove, LLC

   Delaware   

GRI-Regency Lake Grove Member, LLC

  

Member

     100

GRI-Regency Lake Grove Member, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

FW PA-Mercer Square, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

FW PA-Newtown Square, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

FW PA-Warwick Plaza, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

MCW-RC SC-Merchant’s, LLC (fka MCW-RC South Carolina, LLC)

   Delaware   

GRI-Regency, LLC

  

Member

     100

MCW-RC SC-Merchant’s Village Member, LLC

   Delaware   

MCW-RC SC-Merchant’s, LLC

  

Member

     100

MCW-RC SC-Merchant’s Village, LLC

   Delaware   

MCW-RC SC-Merchant’s Village Member, LLC

  

Member

     100

FW-CA Brea Marketplace Member, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

FW CA-Brea Marketplace, LLC

   Delaware   

FW-CA Brea Marketplace Member, LLC

  

Member

     100

FW CA-Brea Marketplace II, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

U.S. Retail Partners Holding, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

U.S. Retail Partners Member, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

U.S. Retail Partners, LLC

   Delaware   

U.S. Retail Partners Holding, LLC

U.S. Retail Partners Member, LLC

  

Managing

Member

Member

    

1

99


FW CO-Arapahoe Village, LLC

   Delaware   

U.S. Retail Partners, LLC

  

Member

     100

FW CO-Cherrywood Square, LLC

   Delaware   

U.S. Retail Partners, LLC

  

Member

     100

FW MN-Rockford Road, LLC

   Delaware   

U.S. Retail Partners, LLC

  

Member

     100

FW CO-Ralston Square, LLC

   Delaware   

U.S. Retail Partners, LLC

  

Member

     100

FW MN-Colonial Square, LLC

   Delaware   

U.S. Retail Partners, LLC

  

Member

     100

USRP I Holding, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

USRP I Member, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

USRP I, LLC

   Delaware   

USRP I Holding, LLC

USRP I Member, LLC

  

Managing

Member

Member

    

1

99


FW NJ-Plaza Square, LLC

   Delaware   

USRP I, LLC

  

Member

     100

FW VA-Greenbriar Town Center, LLC

   Delaware   

USRP I, LLC

  

Member

     100

FW VA-Festival at Manchester, LLC

   Delaware   

USRP I, LLC

  

Member

     100

FW-Reg II Holdings, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

FW CA-Bay Hill Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW CA-Five Points Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW CA-Mariposa Gardens Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW CA-Navajo Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW CA-Point Loma Plaza, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW CA-Rancho San Diego Village, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW CA-Silverado Plaza, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW CA-Snell & Branham Plaza, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW CA-Twin Oaks Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW CA-Ygnacio Plaza, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW CT-Corbins Corner Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW DC-Spring Valley Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW IL-Riverside/Rivers Edge, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW IL-Riverview Plaza, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW IL-Stonebrook Plaza, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

USRP Willow East, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW VA-Ashburn Farm Village Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW VA-Centre Ridge Marketplace, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW VA-Fox Mill Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW VA-Kings Park Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

FW VA-Saratoga Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW VA-The Village Shopping Center, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW WA-Aurora Marketplace, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW WA-Eastgate Plaza, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW WA-Eastgate Plaza II, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW WA-Overlake Fashion Plaza, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

FW WA-Overlake Fashion Plaza II, LLC

   Delaware   

FW-Reg II Holdings, LLC

  

Member

     100

Parkville Shopping Center, LLC

   Maryland   

FW-Reg II Holdings, LLC

  

Member

     100

FW-Reg II Holding Company Two, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

FW IL-McHenry Commons Shopping Center, LLC

   Delaware   

FW-Reg II Holding Company Two, LLC

  

Member

     100

FW CA-Granada Village, LLC

   Delaware   

FW-Reg II Holding Company Two, LLC

  

Member

     100

FW CA-Laguna Niguel Plaza, LLC

   Delaware   

FW-Reg II Holding Company Two, LLC

  

Member

     100

FW CA-Pleasant Hill Shopping Center, LLC

   Delaware   

FW-Reg II Holding Company Two, LLC

  

Member

     100

FW IL-Civic Center Plaza, LLC

   Delaware   

FW-Reg II Holding Company Two, LLC

  

Member

     100

FW IN-Willow Lake West, LLC

   Delaware   

FW-Reg II Holding Company Two, LLC

  

Member

     100

FW NJ-Westmont Shopping Center, LLC

   Delaware   

FW-Reg II Holding Company Two, LLC

  

Member

     100

FW NC-Shoppes of Kildaire, LLC

   Delaware   

FW-Reg II Holding Company Two, LLC

  

Member

     100

FW OR-Greenway Town Center, LLC

   Delaware   

FW-Reg II Holding Company Two, LLC

  

Member

     100

USRP LP, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

USRP GP, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

US Retail Partners Limited Partnership

   Delaware   

USRP GP, LLC

USRP LP, LLC

  

General Partner

Limited Partner

    

1

99


FW MD Woodmoor Borrower, LLC

   Delaware   

US Retail Partners Limited Partnership

  

Member

     100

FW VA-Willston Centre II, LLC

   Delaware   

US Retail Partners Limited Partnership

  

Member

     100

FW Woodholme GP, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

Woodholme Properties Limited Partnership

   Maryland   

FW Woodholme GP, LLC

Eastern Shopping Centers I, LLC

  

General Partner

Limited Partner

    

1

99


FW Woodholme Borrower, LLC

   Delaware   

Woodholme Properties Limited Partnership

  

Member

     100

FW Southside Marketplace GP, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

Southside Marketplace Limited Partnership

   Maryland   

FW Southside Marketplace GP, LLC

Eastern Shopping Centers I, LLC

  

General Partner

Limited Partner

    

1

99


FW Southside Marketplace Borrower, LLC

   Delaware   

Southside Marketplace Limited Partnership

  

Member

     100

FW Valley Centre GP, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

Greenspring Associates Limited Partnership

   Maryland   

FW Valley Centre GP, LLC

Eastern Shopping Centers I, LLC

  

General Partner

Limited Partner

    

1

99


FW MD-Greenspring Borrower, LLC

   Delaware   

Greenspring Associates Limited Partnership

  

Member

     100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

Eastern Shopping Centers I, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

Cloppers Mill Village Center, LLC

   Maryland   

Eastern Shopping Centers I, LLC

FW-Reg II Holdings, LLC

  

Member

Member

    

1

99


City Line Shopping Center Associates

   Pennsylvania   

US Retail Partners Limited Partnership

City Line LP, LLC

  

General Partner

Limited Partner

    

1

99


City Line LP, LLC

   Delaware   

USRP LP, LLC

  

Member

     100

FW Allenbeth GP, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

Allenbeth Associates Limited Partnership

   Maryland   

FW Allenbeth GP, LLC

Eastern Shopping Centers I, LLC

  

General Partner

Limited Partner

    

1

99


FW Weslyan GP, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

FW TX-Weslyan Plaza, L.P.

   Delaware   

FW Weslyan GP, LLC

GRI-Regency, LLC

  

General Partner

Limited Partner

    

1

99


FW Woodway GP, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

FW TX-Woodway Collection, L.P.

   Delaware   

FW Woodway GP, LLC

GRI-Regency, LLC

  

General Partner

Limited Partner

    

1

99


FW Gayton Crossing Holding, LLC

   Delaware   

GRI-Regency, LLC

  

Member

     100

FW VA-Gayton Crossing Shopping Center, LLC

   Delaware   

FW Gayton Crossing Holding, LLC

  

Member

     100

MCW RC III Hilltop Village Member, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

MCW RC III Hilltop Village, LLC

   Delaware   

MCW RC III Hilltop Village Member, LLC

  

Member

     100

MCW-RD Brentwood Plaza, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

MCW-RD Bridgeton, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

MCW-RD Dardenne Crossing, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

MCW-RD Kirkwood Commons Member, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

MCW-RD Kirkwood Commons, LLC

   Delaware   

MCW-RD Kirkwood Commons Member, LLC

  

Member

     100

RegCal, LLC

   Delaware   

California State Teachers Retirement System

Regency Centers, L.P.

  

Member

Managing

Member

    

75

25


RegCal Holding, LLC

   Delaware   

RegCal, LLC

  

Member

     100

CAR Apple Valley Square Member, LLC

   Delaware   

RegCal, LLC

  

Member

     100

CAR Apple Valley Square, LLC

   Delaware   

CAR Apple Valley Square Member, LLC

  

Member

     100

CAR Apple Valley Land, LLC

   Delaware   

RegCal, LLC

  

Member

     100

CAR Braemar Village, LLC

   Delaware   

RegCal, LLC

  

Member

     100

CAR Calhoun Commons, LLC

   Delaware   

RegCal, LLC

  

Member

     100

CAR Corral Hollow, LLC

   Delaware   

RegCal Holding, LLC

  

Member

     100

CAR Providence Commons, LLC

   Delaware   

RegCal, LLC

  

Member

     100

CAR Shops at the Columbia, LLC

   Delaware   

RegCal, LLC

  

Member

     100

KF-REG Holding, LLC

   Delaware   

RegCal, LLC

  

Member

     100

KF-REG Associates, LLC

   Delaware   

KF-REG Holding, LLC

  

Member

     100

King Farm Center, LLC

   Delaware   

KF-REG Associates, LLC

  

Member

     100

US Regency Retail REIT I

   Texas   

US Southern Retail, LLC

US Republic Core Fund, L.P.

Regency Centers, L.P.

  

Common Stock

Common Stock

Common Stock

    

57.27

23.53

19.20



Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

US Regency Retail I, LLC

   Delaware   

US Regency Retail REIT I

Regency Centers, L.P.

  

Member

Managing

Member

    

99

1


RC FL-Anastasia, LLC (fka MCW-RC FL-Anastasia, LLC)

   Delaware   

Regency Centers, L.P.

  

Member

     100

RC FL-Shoppes at 104, LLC (fka MCW-RC FL-Shoppes at 104, LLC)

   Delaware   

Regency Centers, L.P.

  

Member

     100

RC GA-Howell Mill, LLC (fka MCW-RC GA-Howell Mill Village, LLC)

   Delaware   

Regency Centers, LLC

  

Member

     100

MCD-RC CA-Amerige, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

MCD-RC El Cerrito Holdings, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

MCD-RC CA-El Cerrito, LLC

   Delaware   

MCD-RC El Cerrito Holdings, LLC

  

Member

     100

REG8 Member, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

REG8 Tassajara Crossing, LLC

   Delaware   

REG8 Member, LLC

  

Member

     100

REG8 Plaza Hermosa, LLC

   Delaware   

REG8 Member, LLC

  

Member

     100

REG8 Sequoia Station, LLC

   Delaware   

REG8 Member, LLC

  

Member

     100

REG8 Mockingbird Commons, LLC

   Delaware   

REG8 Member, LLC

  

Member

     100

REG8 Sterling Ridge, LLC

   Delaware   

REG8 Member, LLC

  

Member

     100

REG8 Prestonbrook Crossing, LLC

   Delaware   

REG8 Member, LLC

  

Member

     100

REG8 Wellington, LLC

   Delaware   

REG8 Member, LLC

  

Member

     100

REG8 Berkshire Commons, LLC

   Delaware   

REG8 Member, LLC

  

Member

     100

FL-Corkscrew Village Member, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

FL-Corkscrew Village, LLC

   Delaware   

FL-Corkscrew Village Member, LLC

  

Member

     100

FL-Naples Walk Shopping Center Member, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

FL-Naples Walk Shopping Center, LLC

   Delaware   

FL-Naples Walk Shopping Center Member, LLC

  

Member

     100

FL-Northgate Square Member, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

FL-Northgate Square, LLC

   Delaware   

FL-Northgate Square Member, LLC

  

Member

     100

FL-Westchase Center Member, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

FL-Westchase Center, LLC

   Delaware   

FL-Westchase Center Member, LLC

  

Member

     100

19330 Hawthorne, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

1C Tustin Legacy, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

60617 Balboa Mesa, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

4S Regency Partners, LLC

   Delaware   

Regency Centers, L.P.

4S Ranch Company 1700, L.P.

  

Member

Member

    

85

15


Alba Village Phase II, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Alba Village Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Bartram Park Center, LLC

   Delaware   

Regency Centers, L.P.

Real Sub, LLC

  

Managing

Member

Member

    

50

50


Belleview Square, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Belmont Chase, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Bridges Insurance Company

   South Carolina   

Regency Centers, L.P.

  

Shareholder

     100

Buckwalter Bluffton, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Caligo Crossing, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

CityLine-REG, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Clayton Valley Shopping Center, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Clybourn Commons-REG, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Colonnade Regency, L.P.

   Delaware   

Regency NC GP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

    

1

99


Corvallis Market Center, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

CPGPI Regency Erwin, LLC

   Delaware   

Regency Centers, L.P.

CPGPI Erwin Retail, LLC

  

Managing

Member

Member

    

55

45


Fairfax Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Fellsway Associates Holdings Company, LLC

   Delaware   

Regency Centers, L.P.

Charter Fellsway, LLC

Charter Fellsway Group, LLC

  

Member

Member

Member

    

75

24

1


Fellsway Associates, LLC

   Delaware   

Fellsway Associates Holdings Company, LLC

  

Member

     100

Fellsway Property, LLC

   Delaware   

Fellsway Associates Holdings Company, LLC

  

Member

     100

Fontainebleau Square, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Gateway 101, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Gateway Azco GP, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Gateway Azco LP, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

AZCO Partners

   Pennsylvania   

Gateway Azco Partners GP, LLC

Gateway Azco LP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

Limited Partner

    

1

89

10


Glen Oak Glenview, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Grand Ridge Plaza I, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Grand Ridge Plaza II, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Hibernia North, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Hickory Creek Plaza, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Hoadly Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Holly Park Property, LLC

   Delaware   

Regency Centers, L.P.

Purser HP, LLC

  

Managing

Member

Member

    

99.273

.0727


Hunters Lake Tampa, LLC

   Delaware   

Regency Centers, L.P.

Harrison Bennett Properties, LLC

  

Managing

Member

Member

     Varies  

Indian Springs at Woodlands, Ltd.

   Texas   

Indian Springs GP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

    

0.1

99.9


Indian Springs GP, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Indio Jackson, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Kent Place Regency, LLC

   Delaware   

Regency Centers, L.P.

Kent Place Investors, LLC

  

Managing

Member

Member

    

50

50


La Floresta Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Lee Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

The Marketplace at Briargate, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Murfreesboro North, LLC

   Delaware   

Regency Centers, L.P.

BSM County Farm Road, LLC

  

Managing

Member

Member

     varies  

NSHE Winnebago, LLC

   Arizona   

Regency Centers, L.P.

  

Member

     100

NTC-REG, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

New Smyrna Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Northlake Village Shopping Center, LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

Oakshade Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Ocala Corners, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

Otay Mesa Crossing, LLC

   Delaware   

Regency Centers, L.P.

Transcan Otay Mesa, LLC

  

Managing

Member

Member

     Varies  

Parmer Tech Ridge, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Regency Centers Acquisitions, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Regency Centers Advisors, LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

Red Bank Village, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Regency Blue Ash, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Regency Marinita-LaQuinta, LLC

   Delaware   

Regency Centers, L.P.

Marinita Development Co.

  

Managing

Member

Member

     Varies  

Regency NC GP, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Regency-Kleban Properties, LLC

   Delaware   

Regency Centers, L.P.

Brick Walk Associates, LLC

Pine Tree Ventures, LLC

Bright Star, LLC

1261 Post Road Associates, LLC

Kleban Holding Company, LLC

Kleban Holding Company II, LLC

Kleban Fairfield, LLC

Alida Kleban Holding Company, LLC

Sun Realty Associates, LLC

Kleban Development Company

FBW, LLC

  

Member

Member

Member

Member

Member

Member

Member

Member

Member

Member

Member

Member

    

80.0000

5.1676

1.1789

0.9871

1.3768

2.6451

0.7769

1.1790

0.8306

3.9009

0.4598

1.4973


R-K Brick Walk I, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

R-K Brick Walk II, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

R-K Brick Walk III, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

R-K Brick Walk IV, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

R-K Brick Walk V, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

R-K Fairfield I, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

R-K Fairfield IV, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

R-K Fairfield V, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

R-K Black Rock I, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

R-K Black Rock II, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

R-K Black Rock III, LLC

   Delaware   

Regency-Kleban Properties, LLC

  

Member

     100

Regency Petaluma, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Regency Remediation, LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

Regency Village at Dublin, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Sandy Springs Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

SEPR Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Shops at Saugus, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Shops at Mira Vista Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Shoppes on Riverside Jax, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Southpark Cinco Ranch, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Spring Hill Town Center, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

T&R New Albany Development Company, LLC

   Ohio   

Regency Centers, L.P.

Topvalco

  

Managing

Member

Member

    

50

50


Tinwood, LLC

   Delaware   

Regency Centers, L.P.

Real Sub, LLC

  

Managing

Member

Member

    

50

50


Tinwood-Pebblebrooke, LLC

   Delaware   

Tinwood, LLC

  

Member

     100

Twin City Plaza Member, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Twin City Plaza, LLC

   Delaware   

Twin City Plaza Member, LLC

  

Member

     100

UC Shopping Center, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

Uncommon, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Uptown Member, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Uptown District Regency, LLC

   Delaware   

Uptown Member, LLC

  

Member

     100

WFC-Purnell, L.P.

   Delaware   

Regency NC GP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

    

1

99


Willow Festival Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Willow Oaks Crossing, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Regency Realty Group, Inc.

   Florida   

Regency Centers, L.P.

  

Common Stock

     100

1488-2978 SC GP, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

1488-2978 SC, L.P.

   Texas   

1488-2978 SC GP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

    

1

99


Centerplace of Greeley III, LLC

   Delaware   

Regency Realty Group, Inc.

  

Member

     100

Culpeper Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

East San Marco, LLC

   Florida   

Regency Realty Group, Inc.

  

Member

     100

Kulpsville Village Center LP, LLC

   Delaware   

Regency Realty Group, Inc.

  

Member

     100

Kulpsville Village Center, L.P.

   Delaware   

RRG Pennsylvania GP, Inc.

Kulpsville Village Center LP, LLC

  

General Partner

Limited Partner

    

1

99


Lower Nazareth LP Holding, LLC

   Delaware   

Regency Realty Group, Inc.

  

Member

     100

Lower Nazareth Partner, LP

   Delaware   

Regency Realty Group, Inc.

Lower Nazareth LP Holding, LLC

  

Limited Partner

General Partner

    

100

0


Lower Nazareth GP, LLC

   Delaware   

Regency Realty Group, Inc.

  

Member

     100

Lower Nazareth Commons, LP

   Delaware   

Lower Nazareth GP, LLC

Lower Nazareth Partner, LP

  

General Partner

Limited Partner

    

.5

99.5


NorthGate Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Paso Golden Hill, LLC

   Delaware   

Regency Realty Group, Inc.

  

Member

     100

RB Schererville Crossings, LLC

   Delaware   

Regency Realty Group, Inc.

WH41, LLC

  

Managing

Member

Member

     Varies  

Baronhawks, LLC

   Delaware   

Regency Realty Group, Inc.

  

Member

     100

RRG Net, LLC

   Florida   

Regency Realty Group, Inc.

  

Member

     100

Regency Solar, LLC

   Delaware   

Regency Realty Group, Inc.

  

Member

     100

Regency Solar II, LLC

   Delaware   

New Regency Realty Group, Inc.

  

Member

     100

Seminole Shoppes, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Shops at Highland Village GP, LLC

   Delaware   

Regency Realty Group, Inc.

  

Member

     100

Shops at Highland Village Development, Ltd.

   Delaware   

Shops at Highland Village GP, LLC

Regency Centers, L.P.

  

General Partner

Limited Partner

    

1

99


Shops at Quail Creek, LLC

   Delaware   

Regency Realty Group, Inc.

  

Member

     100

Stonewall Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

RRG Pennsylvania GP, Inc.

   Florida   

Regency Realty Group, Inc.

  

Common Stock

     100

US Regency Hasley Canyon Village, LLC

   Delaware   

US Regency Retail I, LLC

  

Member

     100

US Regency Blossom Valley, LLC

   Delaware   

US Regency Retail I, LLC

  

Member

     100

US Regency Alden Bridge, LLC

   Delaware   

US Regency Retail I, LLC

  

Member

     100

US Regency Bethany Park Place, LLC

   Delaware   

US Regency Retail I, LLC

  

Member

     100

US Regency Shiloh Springs, LLC

   Delaware   

US Regency Retail I, LLC

  

Member

     100

US Regency Willa Springs, LLC

   Delaware   

US Regency Retail I, LLC

  

Member

     100

US Regency Dunwoody Hall, LLC

   Delaware   

US Regency Retail I, LLC

  

Member

     100

US Regency Maynard Crossing, LLC

   Delaware   

US Regency Retail I, LLC

  

Member

     100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

Clarendon Regency I, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Mellody Farm, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Springwoods Village Stuebner/Regency, LLC

   Delaware   

Regency Centers, L.P.

Spring RRC I, LLC

  

Managing

Member

Member

    

53

47


Spring Stuebner RRC I Inc.

   Delaware   

Springwoods Village Stuebner/Regency, LLC

  

Member

     100

Culver Public Market, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Clarendon Regency II, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Clarendon Regency III, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Clarendon Regency IV, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Clarendon Regency V, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

2C Tustin Legacy, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Klahanie Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Commonwealth Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Commonwealth Regency II, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Bridgewater Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Midtown East Regency-ITB, LLC

   Delaware   

Regency Centers, L.P.

I.T.B. Holdings, L.L.C.

  

Member

Member

    

50

50


The Village at Riverstone, LLC

   Delaware   

Regency Centers, L.P.

RIVJV, LLC

  

Managing

Member

Member

     varies  

Columbia II Plaza Venezia, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Chimney Rock LQR, LLC

   Delaware   

New Regency Realty Group, Inc.

  

Member

     100

Garden City Park, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Pinecrest Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Regency Springing Member, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Regency Goodwyn, LLC

   Delaware   

Regency Centers, L.P.

Richmond Shopping Center, Inc. and Goodwyn Bros. General Partnership

  

Managing

Member

Member

     Varies  

Indigo Square Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

5510-5520 Broadway, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Equity Asset Investor (Talega) LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

Equity One (Bridgemill) LLC

   Georgia   

Regency Centers, L.P.

  

Member

     100

Equity One (Copps Hill) LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

Equity One (Florida Portfolio) LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

Equity One (Louisiana Portfolio) LLC

   Florida   

Louisiana Holding LLC

  

Member

     100

Equity One (Northeast Portfolio) LLC

   Massachusetts   

Regency Centers, L.P.

  

Member

     100

Equity One (San Carlos) LLC

   Delaware   

Equity One (West Coast Portfolio) LLC

  

Member

     100

Equity One (Sheridan Plaza) LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

Equity One (Southeast Portfolio) LLC

   Georgia   

Regency Centers, L.P.

  

Member

     100

Equity One (Summerlin) LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

Equity One (Westbury Plaza) LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Equity One (West Coast Portfolio) LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

Equity One (Westport) LLC

   Florida   

Regency Centers, L.P.

  

Member

     100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

Equity One (Westport Village Center) LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Equity One Realty & Management NE, LLC

   Massachusetts   

Regency Centers, L.P.

  

Member

     100

Regency Centers Management, LLC f/k/a Equity One Realty & Management SE, LLC

   Georgia   

Regency Centers, L.P.

  

Member

     100

EQY Portfolio Investor (Empire) LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

EQY Portfolio Investor (GRI) LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

GRI-EQY (Concord) LLC

   Delaware   

EQY Portfolio Investor (GRI) LLC

  

Member

     100

Harvard Collection LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

IRT Management LLC

   Georgia   

Regency Centers, L.P.

  

Member

     100

IRT Partners, L.P.

   Georgia   

Regency Centers, L.P.

IRT Management LLC

  

General Partner

Limited Partner

    

1

99


Louisiana Holding LLC

   Florida   

Regency Centers, L.P.

  

Member

     100

Southbury Spirits Member, LLC

   Connecticut   

Regency Centers, L.P.

  

Member

     100

Southbury Spirits, LLC

   Connecticut   

Southbury Spirits Member, LLC

  

Member

     100

IRT Capital Corporation II

   Georgia   

Regency Centers, L.P.

  

Member

     100

DIM Vastgoed N.V.

   Netherlands   

Regency Centers, L.P.

  

Member

     100

EQY-CSC, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

C&C (US) No. 1, Inc.

   Delaware   

Regency Centers. L.P.

Outside Investors

  

Common Stock

Preferred Stock

    

100

varies


 

C&C Delaware, Inc.

   Delaware   

C&C (US) No. 1, Inc.

  

Common Stock

     100

621 Colorado Associates, LLC

   Delaware   

Equity One Realty & Management CA, Inc.

  

Member

     100

Equity One (Culver) LLC

   Delaware   

621 Colorado Associates, LLC

  

Member

     100

Equity One Realty & Management CA, Inc.

   Delaware   

C&C (US) No. 1, Inc.

  

Common Stock

     100

Equity One (Circle West) LLC

   Delaware   

Equity One Realty & Management CA, Inc.

  

Member

     100

Equity One (Compo Acres) LLC

   Connecticut   

Equity One Realty & Management CA, Inc.

  

Member

     100

Equity One (Darinor) LLC

   Delaware   

Equity One Realty & Management CA, Inc.

  

Member

     100

Equity One (Metropolitan) LLC

   Delaware   

Equity One Realty & Management CA, Inc.

  

Member

     100

Equity One (Post Road) LLC

   Connecticut   

Equity One Realty & Management CA, Inc.

  

Member

     100

Equity One (Ralphs Circle) LLC

   Delaware   

Equity One Realty & Management CA, Inc.

  

Member

     100

Equity One (Vons Circle) LLC

   Delaware   

Equity One Realty & Management CA, Inc.

  

Member

     100

Marketplace Center, Inc.

   California   

Equity One Realty & Management CA, Inc.

  

Common Stock

     100

Daly City Serramonte Center, LLC

   Delaware   

Equity One Realty & Management CA, Inc.

  

Member

     100

Serramonte Center Holding Co. LLC

   Delaware   

Daly City Serramonte Center, LLC

  

Member

     100

Willows Center Concord, Inc.

   California   

Equity One Realty & Management CA, Inc.

  

Common Stock

     100

Willows Center Concord, LLC

   California   

Willows Center Concord, Inc.

  

Member

     100

G.S. Associates Holding Corp.

   Delaware   

Equity One Realty & Management CA, Inc.

  

Common Stock

     100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

G.S. Associates Joint Venture 326118

   California   

Equity One Realty & Management CA, Inc.

G.S. Associates Holding Corp.

  

Partner

Partner

    

99.9

0.1


Escuela Shopping Center, LLC

   Delaware   

G.S. Associates Joint Venture 326118

  

Member

     100

Equity One JV Portfolio LLC

   Delaware   

EQY Portfolio Investor (Empire) LLC

New York Common Fund

  

Managing

Member

Member

    

30

70


Equity One JV Sub Riverfront Plaza LLC

   Delaware   

Equity One JV Portfolio LLC

  

Member

     100

Equity One (Country Walk) LLC

   Delaware   

Equity One JV Portfolio LLC

  

Member

     100

Equity One JV Sub CT Path LLC

   Delaware   

Equity One JV Portfolio LLC

  

Member

     100

Equity One JV Sub Veranda LLC

   Delaware   

Equity One JV Portfolio LLC

  

Member

     100

Equity One JV Sub Northborough LLC

   Delaware   

Equity One JV Portfolio LLC

  

Member

     100

Equity One JV Sub Grove LLC

   Delaware   

Equity One JV Portfolio LLC

  

Member

     100

Sunlake-Equity One LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

EQY Talega LLC

   Delaware   

Equity Asset Investor (Talega) LLC

Regency Centers, L.P.

  

Member

Managing

Member

    

99

1


Talega Village Center JV, LLC

   Delaware   

EQY Talega LLC

Regency Centers, L.P.

  

Member

Managing

Member

    

99

1


Talega Village Center, LLC

   Delaware   

Talega Village Center JV, LLC

  

Member

     100

Riverstone Market SWC, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Columbia II Metuchen, LLC

   Delaware   

Columbia Regency Partners II, LLC

  

Member

     100

Glengary Shoppes LLC

   Delaware   

DIM Vastgoed, N.V.

  

Member

     100

Hammocks Town Center LLC

   Delaware   

DIM Vastgoed, N.V.

  

Member

     100

Magnolia Shoppes LLC

   Delaware   

DIM Vastgoed, N.V.

  

Member

     100

Scripps REG, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Hewlett I Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Hewlett II Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Roosevelt Square Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Rivertowns Square Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Shops on Main LQR, LLC

   Indiana   

RB Schererville Crossings, LLC

  

Member

     100

Block in Ballard II, LLC

   Delaware   

Block in Ballard II JV, LLC

  

Member

     100

Block in Ballard II JV, LLC

   Delaware   

Regency Centers, L.P.

1290 Broadway Lane REIT, LLC

  

Managing

Member

Member

    

49.9

50.1


Block in Ballard I JV, LLC

   Delaware   

Regency Centers, L.P.

Principal Enhanced Property Fund, L.P.

  

Managing

Member

Member

    

49.9

50.1


Block in Ballard, LLC

   Delaware   

Reflections at the Lake REIT, LLC

  

Member

     100

Reflections at the Lake REIT, LLC

   Delaware   

Block in Ballard I JV, LLC

  

Member

     100

Melrose Market Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

TF REG, LLC

   Delaware   

Regency Centers, L.P.

Outside Investors

  

Managing

Member

Members

    

18.375

varies


 

New Regency Realty Group, Inc.

   Florida   

Regency Centers, L.P.

  

Member

     100

Falls Church Regency, LLC

   Delaware   

New Regency Realty Group, Inc.

  

Member

     100


Entity

  

Jurisdiction

  

Owner(s)

  

Nature of

Interest15

   % of
Ownership
 

FCC Member 1 LLC

   Delaware   

Falls Church Regency, LLC

EYA FCC Investments LLC

  

Member

Managing

Member

    

75

25


Falls Church Commons JV, LLC

   Delaware   

FCC Member 1 LLC

PNH WFC LLC

  

Member

Member

    

50

50


6401 Roosevelt Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Pruneyard Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Old Bridge Regency, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

Old Bridge Regency-Village, LLC

   Delaware   

Old Bridge Regency, LLC

Village Old Bridge LLC

  

Member

Member

    

80

20


Restaurant Ventures, LLC

   Delaware   

RB Schererville Crossings, LLC

  

Member

     100

NRRG Net, LLC

   Delaware   

New Regency Realty Group, Inc.

  

Member

     100

Stonewall Regency Lending, LLC

   Delaware   

Equity One Realty & Management CA, Inc.

  

Member

     100

Regency Protective Trust II

   Florida   

New Regency Realty Group, Inc.

  

Beneficiary

     100

Midtown Junction, LLC

   Delaware   

Regency Centers, L.P.

  

Member

     100

NRRG Investments I, Inc.

   Florida   

New Regency Realty Group, Inc.

  

Common Stock

     100

Regency Kensington Bethesda Member, LLC

   Maryland   

NRRG Investments I, Inc.

  

Member

     100

Regency Kensington Bethesda Owner, LLC

   Maryland   

Regency Centers, L.P.

  

Member

     100
EX-1.3

Exhibit 1.3

Regency Centers Corporation

Common Stock

(Par Value $0.01 Per Share)

EQUITY DISTRIBUTION AGREEMENT

May 8, 2020

Jefferies LLC

520 Madison Avenue

New York, NY 10022

Ladies and Gentlemen:

Regency Centers Corporation, a Florida corporation (the “Company”), which is the general partner of Regency Centers, L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with Jefferies LLC (or its affiliates) (in its capacity as purchaser under any Forward Contract (as defined below), the “Forward Purchaser”) and (in its capacity as agent for the Company and/or principal in connection with the offering and sale of any Issuance Shares (as defined below) hereunder, “Agent,” and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined below) hereunder, the “Forward Seller”), as follows:

SECTION 1. Description of Shares. The Company has authorized and proposes to issue and sell, in the manner contemplated by this Agreement, shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) upon the terms and subject to the conditions contained herein. The issuance and sale of the Shares (as defined below) will be effected pursuant to the Registration Statement (as defined below) filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares.

The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-217081) (the “Original Registration Statement”), including a base prospectus, relating to certain securities, including the Shares to be issued from time to time by the Company, which shelf registration statement became effective upon filing under Rule 462(e) of the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the Original Registration Statement specifically relating to the Shares (the “Original Prospectus Supplement”). Except where the context otherwise requires, the “Registration


Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Shares may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Shares following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”). The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Shares, which shall initially be the Original Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” The Shares having an aggregate sales price of up to the amount provided in the Prospectus shall be referred to as the Maximum Amount (the “Maximum Amount”). Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

All references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Shares by Agent outside of the United States.

Agent has been appointed by the Company as its agent to sell the Issuance Shares and agrees to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller has been appointed by the Company and the Forward Purchaser as agent to sell the Forward Hedge Shares and agrees with the Company and the Forward Purchaser to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser

 

2


or its affiliate and offered on behalf of the Company upon the terms and subject to the conditions contained herein. Notwithstanding any other provision of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards are not applicable hereunder and no sales of Forward Hedge Shares shall take place pursuant to this Agreement.

The Company and the Partnership have previously entered into other separate equity distribution agreements (collectively, the “Separate Distribution Agreements”) with other parties (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Agent”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Partnership may also in the future enter into additional equity distribution agreements (together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (together with the Separate Agents, the “Alternative Agents”).

The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

As used in this Agreement, the following terms have the respective meanings set forth below:

Actual Sold Forward Amount” means, for any Forward Hedge Selling Period for any Forward, the number of Forward Hedge Shares that the Forward Seller has sold during such Forward Hedge Selling Period.

Agent” has the meaning set forth in the introductory paragraph of this Agreement.

Applicable Time” means the time of each sale of any Shares pursuant to this Agreement.

Capped Number” with respect to any Forward Contract has the meaning set forth in such Forward Contract.

Commitment Period” means the period commencing on the date of this Agreement and expiring on the date this Agreement is terminated pursuant to Section 13.

Forward” means the transaction resulting from each Placement Notice (as amended by the corresponding Acceptance, if applicable) specifying that it relates to a “Forward” and requiring the Forward Seller to use commercially reasonable efforts consistent with its normal trading and sales practices to sell, as specified in such Placement Notice and subject to the terms and conditions of this Agreement and the applicable Forward Contract, the Forward Hedge Shares.

 

3


Forward Contract” means, for each Forward, the contract evidencing such Forward between the Company and the Forward Purchaser, which shall be comprised of the Master Forward Confirmation and the related “Supplemental Confirmation” (as defined in the Master Forward Confirmation) for such Forward.

Forward Hedge Amount” means, for any Forward, the amount specified as such in the Placement Notice for such Forward, which amount shall be the target aggregate sales price of the Forward Hedge Shares to be sold by the Forward Seller, subject to the terms and conditions of this Agreement.

Forward Hedge Price” means, for any Forward Contract, the product of (x) an amount equal to one (1) minus the Forward Hedge Selling Commission Rate for such Forward Contract; and (y) the “Volume-Weighted Hedge Price” (as defined in the Master Forward Confirmation) for such Forward Contract.

Forward Hedge Selling Commission” means, for any Forward Contract, the product of (x) the Forward Hedge Selling Commission Rate for such Forward Contract and (y) the “Volume-Weighted Hedge Price” (as defined in the Master Forward Confirmation) for such Forward Contract.

Forward Hedge Selling Commission Rate” means, for any Forward Contract, the amount of any commission, discount or other compensation to be paid by the Company to the Forward Seller in connection with the sale of the Forward Hedge Shares, which shall be determined in accordance with the terms set forth in Exhibit D and recorded in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable).

Forward Hedge Selling Period” means the period of one to 20 consecutive Trading Days (as determined by the Company in the Company’s sole discretion and specified in the applicable Placement Notice specifying that it relates to a “Forward”) beginning on the date specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) or, if such date is not a Trading Day, the next Trading Day following such date; provided that if, prior to the scheduled end of any Forward Hedge Selling Period (x) any event occurs that would permit the Forward Purchaser to designate a “Scheduled Trading Day” as an “Early Valuation Date” (as each such term is defined in the Master Forward Confirmation) under, and pursuant to the provisions opposite the caption “Early Valuation” in Section 2 of the Master Forward Confirmation or (y) a “Bankruptcy Termination Event” (as such term is defined in the Master Forward Confirmation) occurs, then the Forward Hedge Selling Period shall immediately terminate as of the first such occurrence.

Forward Hedge Shares” means all Common Stock borrowed by the Forward Purchaser or its affiliate and offered and sold by the Forward Seller in connection with any Forward that has occurred or may occur in accordance with the terms and conditions of this Agreement. Where the context requires, the term “Forward Hedge Shares” as used herein shall include the definition of the same under the Alternative Distribution Agreements.

Forward Purchaser” has the meaning set forth in the introductory paragraph of this Agreement. If a Forward Purchaser has not been identified in the introductory paragraph of this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Purchaser are not applicable hereunder. In such event, a Forward Purchaser shall mean a party who has entered into a separate Master Forward Confirmation with the Company.

 

4


Forward Seller” has the meaning set forth in the introductory paragraph of this Agreement. If a Forward Seller has not been identified in the introductory paragraph of this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller are not applicable hereunder and in such event, a Forward Seller shall mean a party who is a sales agent for a Forward Purchaser.

Issuance” means each occasion the Company elects to exercise its right to deliver a Placement Notice that does not involve a Forward and that specifies that it relates to an “Issuance” and requires Agent to use commercially reasonable efforts to sell the Issuance Shares as specified in such Placement Notice, subject to the terms and conditions of this Agreement.

Issuance Amount” means, for any Issuance, the amount specified as such in the Placement Notice for such Issuance, which amount shall be the target aggregate sales price of the Issuance Shares to be sold by Agent, subject to the terms and conditions of this Agreement.

Issuance Selling Period” means the period of Trading Days (as determined by the Company in the Company’s sole discretion and specified in the applicable Placement Notice specifying that it relates to an “Issuance”) beginning on the date specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) or, if such date is not a Trading Day, the next Trading Day following such date.

Issuance Shares” means all shares of Common Stock issued or issuable pursuant to an Issuance that has occurred or may occur in accordance with the terms and conditions of this Agreement. Where the context requires, the term “Issuance Shares” as used herein, shall include the definition of the same under the Alternative Distribution Agreements.

Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Shares that (i) is required to be filed with the Commission by the Company, (ii) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit H hereto, in each case in the form furnished (electronically or otherwise) to Agent for use in connection with the offering of the Shares.

Master Forward Confirmation” means the Master Confirmation for Issuer Share Forward Sale Transactions, dated as of the date hereof, by and between the Company and the Forward Purchaser, including all provisions incorporated by reference therein.

NYSE” means the New York Stock Exchange.

Sales Price” means, for each Forward or each Issuance hereunder, the actual sale execution price of each Forward Hedge Share or Issuance Share, as the case may be, sold by Agent or the Forward Seller on the Nasdaq Global Select Market hereunder in the case of ordinary brokers’ transactions, or as otherwise agreed by the parties in other methods of sale.

 

5


Where the context requires, the term “Sales Price” as used herein shall include the definition of the same under the Alternative Distribution Agreements.

Selling Period” means any Forward Hedge Selling Period or any Issuance Selling Period.

Settlement Date” means, unless the Company and Agent shall otherwise agree, any Forward Hedge Settlement Date or any Issuance Settlement Date, as applicable.

Shares” means Issuance Shares and Forward Hedge Shares, as applicable. Where the context requires, the term “Shares” as used herein shall include the definition of the same under the Alternative Distribution Agreements.

Trading Day” means any day which is a trading day on the Nasdaq Global Select Market.

Unwind Date” shall have the meaning set forth in the Master Forward Confirmation.

SECTION 2. Placements. In reliance upon the representations, warranties and agreements herein contained, and subject to the terms and conditions set forth herein, the parties agree as follows:

(a) Upon the terms and subject to the conditions of this Agreement, on any Trading Day as provided in Section 2(c) hereof during the Commitment Period on which (i) the conditions set forth in Section 9 hereof have been satisfied and (ii) with respect to any Forward, no event described in clause (x) or clause (y) of the proviso contained in the definition of Forward Hedge Selling Period shall have occurred, the Company may issue (in the case of an Issuance) and sell or cause to be sold the Shares hereunder (each, a “Placement”), by the delivery of an email notice to Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) containing the parameters in accordance with which it desires the Shares to be sold, which shall specify whether it relates to an “Issuance” or a “Forward” and include the maximum number of Shares to be sold (the “Placement Shares”), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day, any minimum price below which sales may not be made or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Exhibit B (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B, as such Exhibit B may be amended from time to time.

(b) If Agent or the Forward Seller and the Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, Agent or the Forward Seller and the Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on

 

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which such Placement Notice is delivered to Agent or the Forward Seller and the Forward Purchaser, as applicable, issue to the Company a notice by email addressed to all of the individuals from the Company and Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B) setting forth the terms that Agent or the Forward Seller and the Forward Purchaser, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or Agent or the Forward Seller and the Forward Purchaser, as applicable, until the Company delivers to Agent or the Forward Seller and the Forward Purchaser, as applicable, an acceptance by email of all of the terms of such Placement Notice, as amended (the “Acceptance”), which email shall be addressed to all of the individuals from the Company and Agent or the Forward Seller and the Forward Purchaser, as applicable, set forth on Exhibit B. The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by the Company or Agent’s or the Forward Seller’s and the Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by Agent or the Forward Seller and the Forward Purchaser, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the entire amount of the Placement Shares has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of the prior paragraph, the Company terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of Section 13 or (v) any party shall have suspended the sale of the Placement Shares in accordance with Section 4 below. It is expressly acknowledged and agreed that neither the Company nor Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Agent and either (i) Agent accepts the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. It is expressly acknowledged and agreed that the Company, the Forward Seller and the Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Forward Seller and the Forward Purchaser and either (i) the Forward Seller and the Forward Purchaser accept the terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control.

(c) No Placement Notice may be delivered hereunder other than on a Trading Day during the Commitment Period, no Placement Notice may be delivered hereunder if the Selling Period specified therein may overlap in whole or in part with any Selling Period specified in a Placement Notice (as amended by the corresponding Acceptance, if applicable) delivered hereunder or under any Alternative Distribution Agreement unless the Shares to be sold under all such previously delivered Placement Notices have all been sold, no Placement Notice may be delivered hereunder or under any Alternative Distribution Agreement if any Selling Period

 

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specified therein may overlap in whole or in part with any Unwind Date under any Forward Contract entered into between the Company and the Forward Purchaser or any Alternative Agent and no Placement Notice specifying that it relates to a “Forward” may be delivered if either (x) an ex-dividend date or ex-date, as applicable, for any dividend or distribution payable by the Company on the Common Stock is scheduled to occur during the period from, and including, the first scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling Period or (y) such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to a “Forward” hereunder and under any Alternative Distribution Agreements, would result in the aggregate Capped Number under all Forward Contracts entered into or to be entered into between the Company and the Forward Purchaser and any Forward Contracts entered into between the Company and any Alternative Agent exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement.

(d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by an Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile or email addressed to all of the individuals from the Company and Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B, which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward) set forth on Exhibit B.

SECTION 3. Sale of Shares.

(a) Subject to the provisions of Section 6(a), upon the delivery of a Placement Notice (as amended by the corresponding Acceptance, if applicable) specifying that it relates to an “Issuance,” Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Issuance Shares at market prevailing prices up to the amount specified, and otherwise in accordance with the terms of such Placement Notice (as amended by the corresponding Acceptance, if applicable). Agent will provide written confirmation by email to all of the individuals from the Company set forth on Exhibit C (as such Exhibit C may be amended from time to time) no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Issuance Shares hereunder setting forth the number of Issuance Shares sold on such day, the corresponding Sales Price, the compensation payable by the Company to Agent pursuant to this Section 3(a) with respect to such sales, and the Net Proceeds (as defined in Section 6(b)) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 6(b)) from the Gross Proceeds (as defined in Section 6(b)) (prior to deductions for transaction fees) that it receives from such sales. The amount of any commission, discount or other compensation to be paid by the Company to Agent, when Agent is acting as agent, in connection with the sale of the Issuance Shares shall be determined in accordance with the terms set forth in Exhibit D. The amount of any commission, discount or other compensation to be paid by the Company to Agent, when Agent is acting as principal, in connection with the sale of the Issuance Shares shall be as separately agreed among the parties hereto at the time of any such sales.