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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2022

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission File Number 1-12298 (Regency Centers Corporation)

Commission File Number 0-24763 (Regency Centers, L.P.)

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)

 

Florida (REGENCY CENTERS CORPORATION)

 

59-3191743

Delaware (REGENCY CENTERS, L.P.)

 

https://cdn.kscope.io/c235df1c417e53ec7b1c036abd6fb4f0-img37355350_0.jpg 

 

59-3429602

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

 

One Independent Drive, Suite 114

Jacksonville, Florida 32202

(904) 598-7000

(Address of principal executive offices) (zip code)

 

(Registrant's telephone number, including area code)

 

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

Regency Centers Corporation

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Stock, $.01 par value

 

REG

 

The Nasdaq Stock Market LLC

 

Regency Centers, L.P.

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

None

 

N/A

 

N/A

 

 

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

Regency Centers Corporation: None

Regency Centers, L.P.: Units of Partnership Interest

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Regency Centers Corporation Yes No Regency Centers, L.P. Yes No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Regency Centers Corporation Yes No Regency Centers, L.P. Yes No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Regency Centers Corporation Yes No Regency Centers, L.P. Yes No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Regency Centers Corporation Yes No Regency Centers, L.P. Yes No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Regency Centers Corporation:

 

Large accelerated filer

Accelerated filer

Emerging growth company

Non-accelerated filer

Smaller reporting company

 

 

 

Regency Centers, L.P.:

 

Large accelerated filer

Accelerated filer

Emerging growth company

Non-accelerated filer

Smaller reporting 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.

Regency Centers Corporation Regency Centers, L.P.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Regency Centers Corporation Regency Centers, L.P.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.1

Regency Centers Corporation Regency Centers, L.P.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).1

Regency Centers Corporation Regency Centers, L.P.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Regency Centers Corporation Yes No Regency Centers, L.P. Yes No

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants' most recently completed second fiscal quarter.

Regency Centers Corporation $10.1 billion Regency Centers, L.P. N/A

 

The number of shares outstanding of the Regency Centers Corporation’s common stock was 171,307,927 as of February 16, 2023.

 

Documents Incorporated by Reference

Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming 2023 Annual Meeting of Stockholders, are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described therein.

1 Per SEC guidance, this blank checkbox is included on this cover page but no disclosure with respect thereto shall be made until the adoption and effectiveness of related stock exchange listing standards.

 


EXPLANATORY NOTE

This Annual Report on Form 10-K (this "Report") combines the annual reports on Form 10-K for the year ended December 31, 2022, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The terms "we," "our," "us," "the Company", "Regency Centers" and "Regency" as used in this Report mean the Parent Company and the Operating Partnership, collectively.

The Parent Company is a real estate investment trust ("REIT") and the general partner of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units ("Units"). As of December 31, 2022, the Parent Company owned approximately 99.6% of the Units in the Operating Partnership. The remaining limited Units are owned by third party investors. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management.

We believe combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report provides the following benefits:

Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company and employees of the Operating Partnership.

The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of Units of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the co-issuer and guarantees the $200 million of Parent Company debt. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.

Stockholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units. The limited partners' Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of stockholders' equity in noncontrolling interests in the Parent Company's financial statements.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this Report refers to actions or holdings as being actions or holdings of the Company.

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while stockholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.


TABLE OF CONTENTS

 

 

 

 

 

Item No.

 

Form 10-K

Report Page

 

 

 

 

PART I

 

 

 

 

1.

Business

1

 

 

 

1A.

Risk Factors

9

 

 

 

1B.

Unresolved Staff Comments

22

 

 

 

2.

Properties

23

 

 

 

3.

Legal Proceedings

49

 

 

 

4.

Mine Safety Disclosures

49

 

 

 

 

PART II

 

 

 

 

5.

Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

49

 

 

 

6.

Reserved

50

 

 

 

7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

51

 

 

 

7A.

Quantitative and Qualitative Disclosures About Market Risk

66

 

 

 

8.

Consolidated Financial Statements and Supplementary Data

67

 

 

 

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

145

 

 

 

9A.

Controls and Procedures

145

 

 

 

9B.

Other Information

146

 

 

 

9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

146

 

 

 

 

PART III

 

 

 

 

10.

Directors, Executive Officers, and Corporate Governance

146

 

 

 

11.

Executive Compensation

146

 

 

 

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

147

 

 

 

13.

Certain Relationships and Related Transactions, and Director Independence

147

 

 

 

14.

Principal Accountant Fees and Services

147

 

 

 

 

PART IV

 

 

 

 

15.

Exhibits and Financial Statement Schedules

148

 

 

 

16.

Form 10-K Summary

153

 

 

 

 

SIGNATURES

 

 

 

 

17.

Signatures

154

 

 


 

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "anticipate," "guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.

Our operations are subject to a number of risks and uncertainties including, but not limited to, those described in "Item 1A. Risk Factors" of this Report. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our other filings with and submissions to the Securities and Exchange Commission ("SEC"). If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.

PART I

Item 1. Business

Regency Centers Corporation is a fully integrated real estate company and self-administered and self-managed real estate investment trust that began its operations as a publicly-traded REIT in 1993. Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. Regency Centers, L.P. is the entity through which Regency Centers Corporation conducts substantially all of its operations and owns substantially all of its assets. Our business consists of acquiring, developing, owning, and operating income-producing retail real estate principally located in top markets within the United States. We generate revenues by leasing space to necessity, service, convenience, and value-based retailers serving the essential needs of our communities. Regency has been an S&P 500 Index member since 2017.

As of December 31, 2022, we had full or partial ownership interests in 404 properties, primarily anchored by market leading grocery stores, encompassing 51.1 million square feet ("SF") of gross leasable area ("GLA"). Our Pro-rata share of this GLA is 43.3 million square feet, including our share of properties owned through unconsolidated investment partnerships.

We are a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers.

Our values:

We are our people: Our people are our greatest asset, and we believe a talented team from differing backgrounds and experiences makes us better.
We do what is right: We act with unwavering standards of honesty and integrity.
We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by giving our time and financial support.
We are responsible: Our duty is to balance purpose and profit, being good stewards of capital and the environment for the benefit of all our stakeholders.
We strive for excellence: When we are passionate about what we do, it is reflected in our performance.
We are better together: When we listen to each other and our customers, we will succeed together.

1


 

Our goals are to:

Own and manage a portfolio of high-quality neighborhood and community shopping centers primarily anchored by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States of America ("USA" or "United States"). We believe that this strategy will result in highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow net operating income ("NOI");
Maintain an industry leading and disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns;
Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity to meet our capital needs together with a carefully constructed debt maturity profile;
Implement leading environmental, social, and governance ("ESG") practices through our Corporate Responsibility Program;
Engage and retain an exceptional and diverse team that is guided by our strong values, while fostering an environment of innovation and continuous improvement; and
Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center peers.

Key strategies to achieve our goals are to:

Generate same property NOI growth that over the long-term consistently ranks at or near the top of our shopping center peers;
Reinvest free cash flow and portfolio enhancement disposition proceeds into high-quality developments, redevelopments and acquisitions in a long term accretive manner;
Maintain a conservative balance sheet that provides liquidity, financial flexibility and cost effective funding of investment opportunities, while also managing debt maturities that enable us to weather economic downturns;
Pursue best-in-class ESG programs and practices; and
Attract, retain, and engage an exceptional and diverse team that is guided by our values while fostering an environment of innovation and continuous improvement.

Competition

We are among the largest owners of shopping centers in the USA based on revenues, number of properties, GLA, and market capitalization. There are numerous companies and individuals engaged in the ownership, development, acquisition, and operation of shopping centers that compete with us in our targeted markets, including grocery store chains that own shopping centers and also anchor some of our shopping centers. This results in competition for attracting tenants as well as acquiring existing shopping centers and new development sites. In addition, brick and mortar shopping centers face continued competition from alternative shopping and delivery methods. We believe that our competitive advantages are driven by:

the market areas in which we operate, and the locations of our shopping centers within those market areas;
the design of our shopping centers including our strategy of maintaining and renovating these centers to our high standards of quality;
the compelling demographics surrounding our shopping centers;
our relationships with our anchor, shop, and out-parcel tenants;
our management experience and expertise; and
our ability to successfully develop, redevelop, and acquire shopping centers.

2


 

Corporate Responsibility and Human Capital

While executing our mission, we strive to achieve best-in-class corporate responsibility. Corporate responsibility, including our focus on ESG practices, is a foundational strategy of Regency. We believe that alignment of strategy and sustainable outcomes is critical to the long-term success of our Company, our shareholders, and the environment. Our ESG practices are built on four pillars:

Our People;
Our Communities;
Ethics and Governance; and
Environmental Stewardship.

These practices are guided by three overarching concepts: long-term value creation, our Regency brand and reputation, and the importance of maintaining our culture. Our continued commitment to these concepts guides our business strategy and helps us identify and address key corporate responsibility-related matters.

We regularly review our corporate responsibility (which term we use interchangeably with "ESG") strategies, goals, and objectives with our Board of Directors and its committees, which oversee our programs. More information about our corporate responsibility strategy, goals, performance, and reporting, including our annual Corporate Responsibility report, our Task Force on Climate-related Financial Disclosures ("TCFD") report, and our policies and practices related to corporate responsibility, is available on our website at www.regencycenters.com. The content of our website and other information contained therein, including relating to corporate responsibility, is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Our People – Our people are our most important asset, and we strive to ensure that they are engaged, passionate about their work, connected to their teams, and supported to deliver their best performance. Regency recognizes and values the importance of attracting and retaining talented individuals with different skills, backgrounds, and experiences to encourage diversity of thoughts and ideas. In addition, we strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing on their personal and professional development through training and education opportunities.

As of December 31, 2022, we had 445 employees, including 5 part-time employees. We presently maintain 22 market offices nationwide, including our corporate headquarters in Jacksonville, Florida. None of our employees are represented by a collective bargaining unit, and we believe our relationship with our employees is good.

In 2022, we continued implementing our comprehensive, multi-year diversity, equity, and inclusion ("DEI") strategy focused on promoting and advancing diversity across our organization, enabling our employees to grow and succeed, and supporting social justice initiatives in our operations and broader communities. Furthermore, aligned with our near-and long-term human capital goals, we remained focused on employee engagement, leveraging our annual employee survey to identify opportunities to improve and further engage our people. Additionally, we continued to develop our employees and look for new opportunities to ensure we attract and retain our most important assets: our people.

Diversity, Equity, and Inclusion - We believe that much of our success is rooted in the diversity and inclusion of our teams and our commitment to a diverse and inclusive culture. We value diversity at all levels and focus on extending our DEI initiatives across our workforce. We continue to foster a culture in which everyone is respected, valued, and has an equal opportunity to contribute and thrive. Our commitment is unwavering, and we remain focused on building a workforce that represents the many customers we serve and the communities in which we operate.

Our most recent U.S. Equal Employment Opportunity Commission EEO-1 survey data can be found on our website, including additional information related to employee gender and ethnic diversity.

Human Rights – Regency is committed to a workplace free from discrimination and harassment and is focused on advancing fundamental human rights. Anti-discrimination and anti-harassment training is provided to all employees at orientation, and annually thereafter.

Talent Attraction and Retention – Our core values place a strong importance on our people, which we believe makes us an employer of choice. We understand the importance of attracting and retaining the best talent to build long-term value. We strive to offer some of the most competitive pay and benefits in the industry in which we operate and are continually looking for new opportunities to ensure that we attract and retain our people.

3


 

Training and Development– We strive to provide an environment where our people are connected to their teams, passionate about what they do, and supported to deliver their best efforts and results. From individual contributors to managers and senior leaders, we want to empower our employees to take control of their career growth and realize their full potential through meaningful training and development opportunities.

Health, Safety, and Well-Being – The safety, health, and well-being of our people are a top priority for Regency. We strive to provide a benefit package that is comprehensive, competitive, and thoughtfully designed to attract and retain the best in the business. We prioritize employee safety at our centers and offices, and require contractors working at our sites to engage in safe work practices.

Our Communities – Our predominately grocery-anchored neighborhood and community shopping centers provide many benefits to the communities in which we live and work, including significant local economic impacts in the form of investment, jobs, and taxes. Our local teams are passionate about investing in and engaging with our communities as they customize and cultivate our centers to create a distinctive environment to bring our tenants and shoppers together for the best retail experience.

We believe philanthropy and charitable giving are important elements of our corporate responsibility commitment. Throughout 2022, Regency supported its employees to serve and invest in community organizations through volunteer and financial support. Charitable contributions were made directly by the Company, as well as by the vast majority of our employees who donated their time and money to local non-profits directly serving their communities. Furthermore, as part of our strategy, we continued to improve our communities by investing in property enhancements and placemaking at our new and existing shopping centers.

Ethics and Governance – As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To create long-term value for our stakeholders, we place great emphasis on our culture and core values, the integrity and transparency of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.

To achieve the right mix of skills, experience, backgrounds, tenures, and competencies, including diversity in terms of gender, ethnic background, age, and other attributes, Regency’s board of directors annually reviews its overall board composition. In 2022, Regency announced the appointment of Kristin A. Campbell to our board of directors, effective January 15, 2023. Mrs. Campbell’s appointment aligns with Regency’s ongoing commitment to board refreshment and best-in-class corporate governance.

Environmental Stewardship – We believe sustainability is in the best interest of our investors, tenants, employees, and the communities in which we operate, and we strive to integrate sustainable practices throughout our business.

We have seven strategic priorities for identifying and implementing sustainable business practices and minimizing our environmental impact: green building, energy efficiency, renewable energy, greenhouse gas emissions ("GHG") reduction, water conservation, waste management, and climate change analysis. We believe these strategic priorities are not only the right thing to do to address environmental concerns such as air pollution, climate change, and resource scarcity but also support us in achieving key strategic objectives in our operations and development projects.

During 2022, we remained committed to measuring and reducing our GHG emissions. Earlier in the year, we refined our strategy and elevated our commitment by aligning our goals with the Science Based Targets initiative ("SBTi"). We have committed to reducing our absolute Scope 1 and 2 GHG emissions by 28% by 2030 from a 2019 base year, endorsed by the SBTi, and to achieve net-zero Scope 1 and 2 GHG emissions across all operations by 2050. Concurrently, we announced new near-and long-term goals to demonstrate our commitment to environmental sustainability as described in our 2021 Corporate Responsibility Report. Based on our current estimates and asset base, we do not expect these commitments to materially impact our operating results and financial condition.

As a long-term owner, operator, and developer of real estate, we acknowledge the potential for climate change to have a material impact on our properties, people, and long-term success. Regency wants to ensure that our properties can safely, sustainably, and responsibly withstand the test of time. We continue to refine our understanding of our exposure to climate-related impacts by conducting ongoing property-level analysis. We continue our efforts to understand and address the risks that climate change may pose to our business.

Compliance with Governmental Regulations

We are subject to various regulatory and tax-related requirements within the jurisdictions in which we operate. Changes to such requirements may result in unanticipated material financial impacts or adverse tax consequences and could materially affect our operating results and financial condition. Significant regulatory requirements include the laws and regulations described below.

 

4


 

REIT Laws and Regulations

We have elected to be taxed as a REIT under the federal income tax laws. As a REIT, we are generally not subject to federal income tax on taxable income that we distribute to our stockholders. Under the Internal Revenue Code (the "Code"), REITs are subject to numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each year. We will be subject to federal income tax on our taxable income at regular corporate rates if we fail to qualify as a REIT for tax purposes in any taxable year, or to the extent we distribute less than 100% of our taxable income. We will also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost. Even if we qualify as a REIT for federal income tax purposes, we may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on our undistributed taxable income.

We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries ("TRS"). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes which, to date, have not been material to us.

Environmental Laws and Regulations

Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to assess and remediate certain hazardous substances at our shopping centers. To the extent any environmental issues arise, they most typically stem from the historic practices of current and former dry cleaners, gas stations, and other similar businesses at our centers, as well as the presence of asbestos in some structures. These requirements often impose liability without regard to whether the owner knew of, or committed the acts or omissions that caused the presence of the hazardous substances. The presence of such substances, or the failure to properly address contamination caused by such substances, may adversely affect our ability to sell or lease the property or borrow using the property as collateral. Although we have a number of properties that could require or are currently undergoing varying levels of assessment and remediation, known environmental liabilities are not currently expected to have a material impact on our financial condition.

Information About Our Executive Officers

Our executive officers are appointed each year by our Board of Directors. Each of our executive officers has been employed by us for more than five years and, as of December 31, 2022, included the following:

 

Name

Age

Title

Executive Officer in
Position Shown Since

Martin E. Stein, Jr.

70

Executive Chairman of the Board of Directors

2020 (1)

Lisa Palmer

55

President and Chief Executive Officer

2020 (2)

Michael J. Mas

47

Executive Vice President, Chief Financial Officer

2019 (3)

James D. Thompson

67

Executive Vice President, Chief Operating Officer

2019 (4)

(1)
Mr. Stein was appointed Executive Chairman of the Board of Directors effective January 1, 2020. Prior to this appointment, Mr. Stein served as Chief Executive Officer from 1993 through December 31, 2019 and Chairman of the Board since 1999.
(2)
Ms. Palmer was named Chief Executive Officer effective January 1, 2020, in addition to her responsibilities as President, a position she has held since January 2016. Prior to this appointment, Ms. Palmer served as Chief Financial Officer since January 2013. Prior to that, Ms. Palmer served as Senior Vice President of Capital Markets since 2003 and has been with the Company since 1996.
(3)
Mr. Mas assumed the responsibilities of Executive Vice President, Chief Financial Officer effective August 2019. Prior to this appointment, Mr. Mas served as Managing Director, Finance, since February 2017, and Senior Vice President, Capital Markets, since 2013.
(4)
Mr. Thompson assumed the role of Executive Vice President, Chief Operating Officer, effective August 2019. Mr. Thompson previously served as our Executive Vice President of Operations since 2016 and Managing Director - East since 1993. As previously announced, Mr. Thompson retired from the Company as of December 31, 2022 and effective January 1, 2023, he was succeeded by the following members of senior management:
Mr. Alan Roth, age 47, now Executive Vice President, National Property Operations and East Region President, was formerly Senior Managing Director, East Region since 2020. Prior to that, he served as Managing Director Northeast Region since 2016. Other positions held since joining the Company in 1997 include Senior Vice President and Senior Market Officer of the Mid-Atlantic and Northeast Portfolio, and Vice President and Regional Officer. Mr. Roth is responsible for operations strategy and processes nationally, as well as overseeing execution of the operations and investment strategies in our Northeast and Southeast regions.
Mr. Nick Wibbenmeyer, age 42, now Executive Vice President, West Region President, was formerly Senior Managing Director, West Region since 2020. Prior to that, he served as Managing Director of Florida and the Midwest Region, respectively. Other positions held since joining the Company in 2005 include Senior Vice President and Senior Market Officer, Vice President and Market Officer, and Vice President of Investments. Mr. Wibbenmeyer is responsible for investment and development strategy and processes nationally, as well as overseeing execution of the operations and investment strategies in our West and Central regions.

5


 

Company Website Access and SEC Filings

Our website may be accessed at www.regencycenters.com. All of our filings with the SEC can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

General Information

Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, Inc. ("Broadridge"), Lake Success, NY. We offer a dividend reinvestment plan ("DRIP") that enables our shareholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more information, contact Broadridge toll free at (877) 830-4936 or our Shareholder Relations Department at (904) 598-7000.

The Company's common stock is listed on the NASDAQ Global Select Market and trades under the stock symbol "REG".

Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida, Firm ID 185.

Annual Meeting of Shareholders

Our 2023 annual meeting of shareholders is currently expected to be held on Wednesday, May 3, 2023, and will be conducted in a virtual-only format to the extent permitted by applicable law.

Non-GAAP Measures

In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.

Defined Terms

The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our operational results, and are included in this document:

Core Operating Earnings is an additional performance measure we use because the computation of Nareit Funds from Operations ("Nareit FFO") includes certain non-comparable items that affect our period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from above and below market rent amortization, straight-line rents, and amortization of mark-to-market debt adjustments, and (iv) other amounts as they occur. We provide reconciliations of both Net income attributable to common stockholders to Nareit FFO and Nareit FFO to Core Operating Earnings.
Development Completion is a Property in Development that is deemed complete upon the earlier of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations. Once deemed complete, the property is termed a Retail Operating Property.
Fixed Charge Coverage Ratio is defined as Operating EBITDAre divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders.

6


 

Nareit EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts ("Nareit") defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.
Nareit Funds from Operations ("Nareit FFO") is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit's definition.

Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. We provide a reconciliation of Net income attributable to common stockholders to Nareit FFO.

Net Operating Income ("NOI") is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.
Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.
Operating EBITDAre begins with the Nareit EBITDAre and excludes certain non-cash components of earnings derived from above and below market rent amortization and straight-line rents. We provide a reconciliation of Net Income to Nareit EBITDAre to Operating EBITDAre.
Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.

We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP measures, makes comparison of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio

The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.

 

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The presentation of Pro-rata information has limitations which include, but are not limited to, the following:

o
The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
o
Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.

Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.

Property In Development includes properties in various stages of ground-up development.
Property In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment. Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.
Redevelopment Completion is a Property in Redevelopment that is deemed complete upon the earlier of: (i) 90% of total estimated project costs have been incurred and percent leased equals or exceeds 95% for the Company owned GLA related to the project, or (ii) the property features at least two years of anchor operations, if applicable.
Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.
Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties. Properties in Redevelopment are included unless otherwise indicated.

 

 

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Item 1A. Risk Factors

Our operations are subject to a number of risks and uncertainties including, but not limited to, those listed below. When considering an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and submissions to the SEC, which provide much more information and detail. If any of the events described in the following risk factors actually occur, our business, financial condition and/ or operating results, as well as the market price of our securities, could be materially adversely affected.

Risk Factors Related to the Current Economic Environment

Continued rising interest rates in the current economic environment may adversely impact our cost to borrow, real estate valuation, and stock price.

On multiple occasions during 2022, the Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") raised its benchmark federal funds rate, which has led to numerous increases in interest rates in the credit markets. The U.S. Federal Reserve may continue to raise the federal funds rate, which will likely lead to higher interest rates in the credit markets. Additionally, U.S. government policies implemented to address inflation, including actions by the U.S. Federal Reserve to increase interest rates, may negatively impact consumer spending, our tenants' businesses, and/or future demand for space in our shopping centers.

Rising interest rates adversely impact our cost of borrowing. Our exposure to increases in interest rates in the short term includes our variable-rate borrowings, which consist of borrowings under our unsecured senior line of credit and variable rate based secured notes payable. Increases in interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. Prolonged periods of higher interest rates may negatively impact the valuation of our real estate asset portfolio and could result in the decline of our stock price and market capitalization, which may adversely impact our ability and willingness to raise equity capital on favorable terms through sales of our common shares, including through our At the Market ("ATM") program.

Although the extent of any prolonged periods of higher interest rates remains unknown at this time, negative impacts to our cost of capital may also adversely affect our future business plans and growth, at least in the near term.

Current economic challenges, including the potential for recession, may adversely impact our tenants and our business.

The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which impact their cost of doing business, including, but not limited to, inflation, labor shortages, supply chain constraints, decreasing consumer confidence and discretionary spending, and increasing energy prices and interest rates. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States, including the potential for a recession.

These economic challenges could adversely impact our volume of leasing activity, which could include tenant move outs and/or higher levels of uncollectible lease income, as well as negatively affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers. This, in turn, could result in pricing pressure on rent that we are able to charge to new or renewing tenants, such that future rent spreads could be adversely impacted. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and supply and availability of both may become more limited.

Risk Factors Related to Pandemics or other Health Crises

Pandemics or other health crises, such as the COVID-19 pandemic, may adversely affect our tenants' financial condition, the profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

In response to the COVID-19 pandemic, federal, state, and local governments mandated or recommended various actions to reduce or prevent the spread of COVID-19, which altered customer behaviors and temporarily limited many of our tenants’ ability to operate. As a result, certain tenants requested rent concessions or sought to renegotiate future rents based on changes to the economic environment. Some tenants chose not to reopen or to honor the terms of their lease agreements. In addition, moratoria and other legal restrictions in certain states impacted our ability to bring legal action to enforce our leases and our ability to collect rent. Should federal, state, and local governments mandate or recommend lockdowns again in the future due to a pandemic or other similar health crises, tenants could request rent concessions or seek to renegotiate future rents.

 

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In the event of future pandemics or similar health crises, consumers could elect to make more of their purchases online instead of in physical stores and businesses could delay executing new or renewals of leases amidst the immediate and uncertain economic impacts. These developments, coupled with potential tenant failures and a reduction in newly-formed businesses, could result in decreased demand for retail space in our centers, which could result in lower occupancy or higher levels of uncollectible lease income, as well as downward pressure on rents. Additionally, delays in construction of tenant improvements due to the impacts of constraints on supply chains and labor, resulting from government ordered lockdowns, could result in delayed rent commencement due to it taking longer for new tenants to open and operate.

Although the vast majority of our lease income is derived from contractual rent payments, the ability of certain of our tenants to meet their lease obligations could be negatively impacted by the disruptions and uncertainties of a new virus strain of COVID-19 or any future pandemic or other health crisis. Our tenants' ability to respond to these disruptions and uncertainties, including adjusting to governmental orders and changes in their customers' shopping habits and behaviors, may impact their ability to survive, and ultimately, their ability to comply with their lease obligations. Our future results of operations and overall financial performance could be uncertain should a new virus strain of COVID-19, or future pandemics or other health crises occur.

Risk Factors Related to Operating Retail-Based Shopping Centers

Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses.

Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of base rent, expense recoveries and other income. Therefore, our performance and operating results are directly linked to the economic and market conditions occurring in the retail industry. We are subject to the risks that, upon expiration, leases for space in our properties are not renewed by existing tenants, vacant space is not leased to new tenants, and/or tenants demand modified lease terms, including costs for renovations or concessions. The economic and market conditions potentially affecting the retail industry and our properties specifically include the following:

changes in national, regional and local economic conditions;
changes in population and migration patterns to/from the markets in which we operate;
deterioration in the competitiveness and creditworthiness of our retail tenants;
increased competition from the use of e-commerce by retailers and consumers as well as other concepts that could impact more traditional retail;
labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including continuing disruptions to global supply chains as a result of the COVID-19 pandemic and inflationary pressures;
tenant bankruptcies and subsequent rejections of our leases;
reductions in consumer spending and retail sales, including inflationary impacts on consumer behavior;
reduced tenant demand for retail space;
oversupply of retail space;
reduced consumer demand for certain retail categories;
consolidation within the retail sector;
increased operating costs attendant to owning and operating retail shopping centers;
perceptions by retailers and shoppers of the safety, convenience and attractiveness of our properties; and
other factors which could alter shopping habits or otherwise deter customers from visiting our shopping centers, such as criminal activity, including civil unrest, acts of terrorism, or other types of violent crimes.

To the extent that any or a combination of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, the demand for retail space, market rents and rent growth, capital expenditures, the percent leased levels of our properties, the value of our properties, our ability to sell, acquire or develop properties, our operating results and our cash available for distributions to stock and unit holders.

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Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up may adversely impact our revenues, results of operations, and cash flows.

Retailers are increasingly impacted by e-commerce and changes in customer buying habits, including shopping from home and the delivery or curbside pick-up of items ordered online. Retailers are considering these customer buying habits and other trends when making decisions regarding their brick and mortar stores and how they will compete and innovate in a rapidly changing retail environment. Many retailers in our shopping centers provide services or sell goods which have historically been less likely to be purchased online; however, the continuing change in customer buying habits, including increase in e-commerce sales in all retail categories may cause retailers to adjust the size or number of their retail locations in the future or close stores. For example, our grocer tenants are incorporating e-commerce concepts through home delivery and curbside pick-up, which could reduce foot traffic at our centers. These alternative delivery methods are more likely to impact foot traffic at our centers in certain higher-income markets where consumers are willing to pay premiums for such services. Changes in customer buying habits and shopping trends may also impact the profitability and financial condition of retailers that do not adapt to changes in market conditions, and therefore may impact their ability to pay rent. This shift may adversely impact our percent leased and rental rates, which would impact our results of operations and cash flows.

Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow.

Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. Our properties in California and Florida represent 26.0% and 21.3%, respectively, of our annualized base rent. Our revenues and cash flow may be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space, deteriorate more significantly in these states compared to other geographic areas. Additionally, there is a risk that businesses and residents in major metropolitan cities may relocate to different states or suburban markets.

Our success depends on the continued presence and success of our "anchor" tenants.

"Anchor Tenants" (tenants occupying 10,000 square feet or more) operate large stores in our shopping centers, pay a significant portion of the total rent at a property and contribute to the attraction and success of other tenants by drawing shoppers to the property. Our net income and cash flow may be adversely affected by the loss of revenues and incurrence of additional costs in the event a significant Anchor Tenant:

becomes bankrupt or insolvent;
experiences a downturn in its business;
shifts its capital allocation away from brick and mortar formats;
materially defaults on its leases;
does not renew its leases as they expire;
renews at lower rental rates and/or requires a tenant improvement allowance; or
renews but reduces its store size, which results in down-time and additional tenant improvement costs to the landlord to re-lease the vacated space.

Some anchors have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in accordance with their lease agreement. Vacated "Anchor Space" (spaces 10,000 square feet or more), including space that may be owned by the anchor (as discussed below), can reduce rental revenues generated by the shopping center in other spaces because of the loss of the departed anchor's customer drawing power. In addition, if a significant tenant vacates a property, so-called "co-tenancy clauses" in select leases may allow other tenants to modify or terminate their rent payment or other lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center.

Additionally, some of our shopping centers are anchored by retailers who own their space in a location that is within or immediately adjacent to our shopping center ("shadow anchors"). In those cases, the shadow anchors appear to the consumer as a retail tenant of the shopping center and, as a result, attract additional consumer traffic to the center. In the event that a shadow Anchor Space becomes vacant, it could negatively impact our center as consumer traffic would likely be reduced.

 

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A percentage of our revenues are derived from "local" tenants and our net income may be adversely impacted if these tenants are not successful, or if the demand for the types or mix of tenants significantly change.

At December 31, 2022, tenants with less than three locations ("Local Tenants") represent approximately 22% of annualized base rent. Local Tenants vary from retail shops and restaurants to service providers. These Local Tenants may be more vulnerable to negative economic conditions and changing customer buying habits and retail trends as they may have more limited resources and access to capital than other tenants. As such, in the event of such changing conditions, habits and trends, they may suffer disproportionately greater impacts and be at greater risk of lease default than other tenants.

We may be unable to collect balances due from tenants in bankruptcy.

Although lease income is supported by long-term lease contracts, tenants who file for bankruptcy have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to recover our claim and to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we may experience a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by the bankrupt tenant.

Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases.

Certain costs and expenses associated with our operating our properties, such as real estate taxes, insurance, utilities and common area expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general economic downturns, pandemics or other similar circumstances. In fact, in some cases, such as real estate taxes and insurance, they may actually increase despite such events. As such, we may not be able to lower the operating expenses of our properties sufficiently to fully offset such circumstances and may not be able to fully recoup these costs from our tenants. In such cases, our cash flows, operating results and financial performance may be adversely impacted.

Compliance with the Americans with Disabilities Act and other building, fire, and safety regulations may have a material negative effect on us.

All of our properties are required to comply with the Americans with Disabilities Act ("ADA"), which generally requires that buildings be made accessible to people with disabilities. Compliance with ADA requirements may require removal of access barriers, and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations and building codes as they may be adopted by governmental entities and become applicable to the properties. Costs to be in compliance with the ADA or any other building, fire, and safety regulations could have a material negative impact on our results of operations.

Risk Factors Related to Real Estate Investments

Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income.

Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be recoverable which may result in impairment. We evaluate whether there are any indicators, including declines in property operating performance and general market conditions, such that the value of the real estate properties (including any related tangible or intangible assets or liabilities, including goodwill) may not be recoverable and therefore may be impaired. Our evaluation includes several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated holding periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and may differ materially from actual results. Changes in our investment, redevelopment, and disposition strategies or changes in the market where an asset is located may alter management's intended holding period of an asset or asset group, which may result in an impairment loss and such loss may be material to our financial condition or operating performance.

 

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The fair value of real estate assets is subjective and is determined through the use of comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. Such cash flow projections take into account expected future operating income, trends and prospects, as well as the effects of demand, competition and other relevant criteria, and therefore are subject to management judgment. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.

These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net income, which may be material. There can be no assurance that we will not record impairment charges in the future related to our assets.

We face risks associated with development, redevelopment, and expansion of properties.

We actively pursue opportunities for new retail development and existing property redevelopment and/or expansion. Development and redevelopment activities require various government and other approvals for entitlements, and any delay in such approvals may significantly delay development and redevelopment projects. We may not recover our investment in our projects for which approvals are not received, and delays may adversely impact our expected returns. Additionally, changes in political elections and policies may impact our ability to obtain favorable land use and zoning for in-process and future developments and redevelopment projects. We are subject to other risks associated with these activities, including the following:

we may be unable to lease developments or redevelopments to full occupancy on a timely basis;
the occupancy rates and rents of a completed project may not be sufficient to make the project profitable, or not profitable enough to meet our investment return expectations;
actual costs of a project may exceed original estimates, possibly making the project unprofitable, or not profitable enough to meet our investment return expectations;
delays in the development or construction process may increase our costs;
construction cost increases may reduce investment returns on development and redevelopment opportunities;
we may abandon development or redevelopment opportunities and lose our investment due to adverse market conditions;
the size of our development and redevelopment pipeline may strain our labor or capital capacity to complete the development and redevelopment projects within targeted timelines and may reduce our investment returns;
a reduction in the demand for new retail space may reduce our future development and redevelopment activities, which in turn may reduce our NOI; and
changes in the level of future development and redevelopment activity may adversely impact our results of operations by reducing the amount of internal overhead costs that may be capitalized.

We face risks associated with the development of mixed-use commercial properties.

If we engage in more complex acquisitions and mixed-use development and redevelopment projects, there could be more unique risks to our return on investment. Mixed-use projects refer to real estate projects that, in addition to retail space, may also include space for residential, office, hotel or other commercial purposes. We have less experience in developing and managing non-retail real estate than we do retail real estate. As a result, if a development or redevelopment project includes a non-retail use, we may seek to develop that component ourselves, sell the rights to that component to a third-party developer, or partner with a developer.

If we decide to develop the non-retail components ourselves, we would be exposed not only to those risks typically associated with the development of commercial real estate, but also to risks associated with developing, owning, operating or selling non-retail real estate, including but not limited to more complex entitlement processes and multiple-story buildings. These unique risks may adversely impact our return on investment in these mixed-use development projects.
If we sell the non-retail components, our retail component will be impacted by the decisions made by the other owners, and actions of those occupying the non-retail spaces in these mixed-use properties.
If we partner with a developer, it makes us dependent upon the partner's ability to perform and to agree on major decisions that impact our investment returns of the project. In addition, there is a risk that the non-retail developer may default on its obligations necessitating that we complete the other components ourselves, including providing necessary financing.

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We face risks associated with the acquisition of properties.

Our investment strategy includes investing in high-quality shopping centers that are leased to market-leading grocers, category-leading anchors, specialty retailers, and/or restaurants located in areas with above average household incomes and population densities. The acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the following, any of which may adversely affect our results of operations and cash flows:

properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we estimate, which may result in the properties' failure to achieve the investment returns we project;
our investigation of an entity, property or building prior to our acquisition, and any representation we may have received from such seller, may fail to reveal various liabilities including defects, necessary repairs or environmental matters requiring corrective action, which may increase our costs;
our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which may result in the property failing to achieve our projected return, either temporarily or permanently;
we may not recover our costs from an unsuccessful acquisition;
our acquisition activities may distract or strain our management capacity; and
we may not be able to successfully integrate an acquisition into our existing operations platform.

We may be unable to sell properties when desired because of market conditions.

Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they may not be readily convertible to cash. Macro-economic events, pandemics and other health crises may impact our ability to sell properties on our preferred timing and at prices and returns we deem acceptable. As a result, our ability to sell one or more of our properties, including properties held in joint ventures, in response to changes in economic, industry, financial market, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. There may be less demand for lower quality properties that we have identified for ultimate disposition in markets with uncertain economic or retail environments, and where buyers are more reliant on the availability of third party mortgage financing. If we want to sell a property, we can provide no assurance that we will be able to dispose of it in the desired time period or at all or that the sales price of a property will be attractive at the relevant time or even exceed the carrying value of our investment.

Changes in tax laws could impact our acquisition or disposition of real estate.

Certain properties we own have a low tax basis, which may result in a meaningful taxable gain on sale. We utilize, and intend to continue to utilize, Internal Revenue Code Section 1031 like-kind exchanges to tax-efficiently buy and sell properties; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions or that changes to the tax laws do not eliminate the benefits of effectuating 1031 exchanges, or significantly change the requirements for a transaction to qualify for 1031 exchange treatment. In the event that we cannot or do not utilize 1031 exchanges, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments or other priorities.

 

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Risk Factors Related to the Environment Affecting Our Properties

Climate change may adversely impact our properties directly and may lead to additional compliance obligations and costs as well as additional taxes and fees.

While we work with experts in the field to plan for the potential impacts of climate change on our business, we cannot reliably predict the extent, rate, timing, or impact of climate change. To the extent climate change causes adverse changes in weather patterns, our properties in certain markets, especially those nearer to the coasts, may experience increases in storm frequency and intensity and rising sea‑levels. Further, population migration may occur in response to these or other factors and negatively impact our centers. For example, climate and other environmental changes may result in volatile or decreased demand for retail space at certain of our properties, reduced rent or, in extreme cases, our inability to operate certain properties at all. Climate change may also have indirect effects on our business by increasing the cost of insurance or making insurance unavailable. Moreover, while the federal government has not yet enacted comprehensive legislation to address climate change, certain states in which we own and operate shopping centers, including California and New York, have done so. Compliance with these and future new laws or regulations related to climate change may require us to make additional investments in or for our existing properties, resulting in increased capital expenditures and operating costs, implement new or additional processes and controls to facilitate compliance, and/or pay additional energy, insurance, taxes and related fees and costs. At this time, there can be no assurance that we can anticipate all potential material impacts of climate change, or that climate change will not have a material adverse effect on the value of our properties and our financial performance in the future.

Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather conditions and climate change.

A significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, tornadoes, wildfires, sea-level rise, and other natural disasters. At December 31, 2022, 20.6% of the GLA of our portfolio is located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas. Additionally, 22.4% and 7.8% of the GLA of our portfolio is located in the states of Florida and Texas, respectively. Insurance costs for properties in these areas have increased, and recent intense weather conditions may cause property insurance premiums to increase significantly in the future. We recognize that the frequency and / or intensity of extreme weather events, and other climatic changes may continue to increase, and as a result, our exposure to these events may increase. These weather conditions may disrupt our business and the business of our tenants, which may affect the ability of some tenants to pay rent and may reduce the willingness of tenants or residents to remain in or move to these affected areas. Therefore, as a result of the geographic concentration of our properties, we face risks, including disruptions to our business and the businesses of our tenants and higher costs, such as uninsured property losses, higher insurance premiums, and potential additional regulatory requirements by government agencies in response to perceived risks.

Costs of environmental remediation may adversely impact our financial performance and reduce our cash flow.

Under various federal, state, and local laws, an owner or manager of real property may be liable for the costs to assess and remediate the presence of hazardous substances on the property, which in our case most typically arise from current or former dry cleaners, gas stations, asbestos usage, and historic land use practices. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous substances, which may adversely impact our financial performance and reduce our cash flow. The presence of, or the failure to properly address the presence of, hazardous substances may adversely affect our ability to sell or lease the property or borrow using the property as collateral. We can provide no assurance that we are aware of all potential environmental liabilities or their ultimate cost to address; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations, or their interpretation, will not result in additional material environmental liabilities to us.

 

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Risk Factors Related to Corporate Matters

An increased focus on metrics and reporting related to environmental, social and governance ("ESG") factors, may impose additional costs and expose us to new risks.

Investors have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons between companies. Although we participate in a number of these ratings systems, we do not participate in all such systems, and may not score as well in all of the available ratings systems as other REITs and real estate operators. Further, the criteria used in these ratings systems may conflict with each other and change frequently, and we cannot guaranty that we will be able to score well in the future. We supplement our participation in ratings systems with published disclosures of our ESG activities, but some investors may desire other disclosures that we do not provide. In addition, as noted above, the SEC is currently evaluating potential new regulations that could impose additional ESG disclosure and other compliance requirements on us. Failure to participate in certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could adversely impact us when investors compare us against similar companies in our industry, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our stock price and our ability to raise capital.

An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties.

We carry comprehensive liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties. Some types of losses, such as losses from named windstorms, earthquakes, terrorism, or wars may have more limited coverage, or in some cases, can be excluded from insurance coverage. In addition, it is possible that the availability of insurance coverage in certain areas may decrease in the future, and the cost to procure such insurance may increase due to factors beyond our control. We may reduce the insurance we procure as a result of the foregoing or other factors. Should a loss occur at any of our properties that is in excess of the property or casualty insurance limits of our policies, we may lose part or all of our invested capital and revenues from such property, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders.

Terrorist activities or violence occurring at our properties also may directly affect the value of our properties through damage, destruction or loss. Insurance for such acts may be unavailable or cost more resulting in an increase to our operating expenses and adversely affect our results of operations. To the extent that our tenants are affected by such attacks and threats of violence, their businesses may be adversely affected, including their ability to continue to meet obligations under their existing leases.

Failure to attract and retain key personnel may adversely affect our business and operations.

The success of our business depends, in part, on the leadership and performance of our executive management team and other key personnel, and our ability to attract, retain and motivate talented and diverse employees may significantly impact our future performance. Competition for these individuals is intense, and we cannot be assured that we will retain all of our executive management team and other key personnel or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any key personnel may have an adverse effect on us.

 

16


 

The unauthorized access, use, theft or destruction of tenant or employee personal, financial, or other data or of Regency's proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our reputation and brand and expose us to potential liability and loss of revenues.

Many of our information technology systems (including those we use for administration, accounting, and communications, as well as the systems of our co-investment partners and other third-party business partners and service providers, whether cloud-based or hosted in proprietary servers) contain personal, financial or other information that is entrusted to us by our tenants and employees. Many of our information technology systems also contain our proprietary information and other confidential information related to our business. We are frequently subject to attempts to compromise our information technology systems. To the extent we or a third party were to experience a material breach of our or such third party's information technology systems that results in the unauthorized access, theft, use, destruction or other compromises of tenants' or employees' data or our confidential information stored in such systems, including through cyber-attacks or other external or internal methods, such a breach may damage our reputation and cause us to lose tenants, employees, and revenues, incur third party claims and cause disruption to our business and plans. Additionally, a successful ransomware attack, denial of service, or other impactful type of cyber-attack may occur. Despite planning, preparation, and preventative measures, such attacks may be successful and our business may be significantly disrupted if unable to quickly recover. Such security breaches also could result in a violation of applicable U.S. privacy and other laws, and subject us to private consumer, business partner, or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability, and we may not be able to recover these expenses from our service providers, responsible parties, or insurance carriers. Despite the ongoing significant investments in technology and training we make in cybersecurity, we can provide no assurance that we will avoid or prevent such breaches or attacks.

Additionally, federal, state and local authorities continue to develop laws to address data privacy protection. Monitoring such changes, and taking steps to comply, involves significant costs and effort by management, which may adversely affect our operating results and cash flows.

Despite the implementation of security measures for our disaster recovery and business continuity plans, our systems are vulnerable to damage from multiple sources other than cybersecurity risks, including computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failure. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business and cause us to incur additional costs to remedy such damages.

Risk Factors Related to Our Partnerships and Joint Ventures

We do not have voting control over all of the properties owned in our co-investment partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued.

We have invested substantial capital as a partner in a number of partnerships and joint ventures to acquire, own, lease, develop or redevelop properties. These activities are subject to the same risks as our investments in our wholly-owned properties. However, these investments, and other future similar investments may involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. Partners or other owners may have economic or other business interests or goals that are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or objectives.

These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in a premature termination of the applicable partnership or joint venture, or potentially litigation or arbitration, that may increase our investment and related risk as well as our costs and expenses associated with the investment, and distract management from sufficiently focusing their time and efforts on others areas of our business. In addition, we risk the possibility of being held liable for the actions of our partners or other owners. These factors may limit the return that we receive from such investments or cause our cash flows to be lower than our estimates.

The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.

If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property management, leasing and construction management fees from these partnerships as well as the operating income of the properties, which may adversely affect our operating results and our cash available for distribution to stock and unit holders. Certain of our partnership operating agreements provide either member the ability to elect buy/sell clauses. The election of these dissolution provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby losing the operating income and cash flow.

 

17


 

Risk Factors Related to Funding Strategies and Capital Structure

Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our properties which may dilute earnings.

As part of our funding strategy, we sell properties that no longer meet our strategic objectives or investment standards and/or those with a limited future growth profile. These sales proceeds are used to fund debt repayment, acquisition of other properties, and new developments and redevelopments. An increase in market capitalization rates (which may or may not be driven by an increase in interest rates) or a decline in NOI may cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. Additionally, the sale of properties resulting in significant tax gains may require higher distributions to our stockholders or payment of additional income taxes in order to maintain our REIT status.

We depend on external sources of capital, which may not be available in the future on favorable terms or at all.

To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future capital needs with income from operations. In such instances, we would rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding lenders willing to lend to us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our partnerships and joint ventures are eligible to refinance.

In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing. Additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our degree of leverage.

Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our business with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business.

Our debt financing may adversely affect our business and financial condition.

Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to generate sufficient operating cash flow to make balloon principal payments on our debt when due. If we are unable to refinance our debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at unfavorable terms, either of which may reduce the cash flow available for distributions to stock and unit holders. If we cannot make required mortgage loan payments, the mortgagee may foreclose on the property securing the mortgage.

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

Our unsecured notes and unsecured line of credit (the "Line") contain customary covenants, including compliance with financial ratios, such as ratio of indebtedness to total asset value and fixed charge coverage ratio. These covenants may limit our operational flexibility and our investment activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the breach within the applicable cure period, our lenders may require us to repay the debt immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes and the Line, are cross-defaulted, which means that the lenders under those debt arrangements can require immediate repayment of their debt if we breach and fail to cure a default under certain of our other material debt obligations. As a result, any default under our debt covenants may have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations, and the market value of our stock.

Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.

Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our credit facility, term loan, and certain secured borrowings. As of December 31, 2022, less than 1.0% of our outstanding debt was variable rate debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates. This would reduce our future earnings and cash flows, which may adversely affect our ability to service our debt and meet our other obligations and also may reduce the amount we are able to distribute to our stock and unit holders.

18


 

Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us.

We manage our exposure to interest rate volatility by using interest rate hedging arrangements. These arrangements involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, and that these arrangements may not be effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we desire to terminate a hedging arrangement, there may be significant costs and cash requirements involved to fulfill our obligations under the hedging arrangement. In addition, failure to effectively hedge against interest rate changes may adversely affect our results of operations.
 

Risk Factors Related to the Market Price for Our Securities

Changes in economic and market conditions may adversely affect the market price of our securities.

The market price of our debt and equity securities may fluctuate significantly in response to many factors, many of which are out of our control, including:

actual or anticipated variations in our operating results;
changes in our funds from operations or earnings estimates;
publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;
increases in market interest rates that drive investors in, or potential purchasers of, our stock to seek other investments or demand a higher dividend yield;
changes in market valuations of similar companies;
adverse market reaction to any additional debt we incur in the future;
any future issuances of equity securities;
additions or departures of key management personnel;
strategic actions by us or our competitors, such as acquisitions or restructurings;
actions by institutional stockholders;
reports by corporate governance rating companies;
increased investor focus on sustainability-related risks, including climate change;
changes in our dividend payments;
potential tax law changes relating to REITs;
speculation in the press or investment community; and
general market and economic conditions.

These factors may cause the market price of our securities to decline, regardless of our financial condition, results of operations, business or prospects. It is impossible to ensure that the market price of our securities, including our common stock, will not fall in the future. A decrease in the market price of our common stock may reduce our ability to raise additional equity capital in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders.

 

19


 

There is no assurance that we will continue to pay dividends at current or historical rates.

Our ability to continue to pay dividends at current or historical rates or to increase our dividend rate will depend on a number of factors, including, among others, the following:

our financial condition and results of future operations;
the terms of our loan covenants; and
our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.

If we do not maintain or periodically increase the dividend on our common stock, it may have an adverse effect on the market price of our common stock and other securities.

Risk Factors Related to the Company's Qualification as a REIT

If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates.

We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that the Parent Company can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as a REIT, it generally will not be subject to federal income tax on income that we distribute to our stockholders. Many REIT requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an analysis of various factual matters and circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service ("IRS") or a court would agree with the positions we have taken in interpreting the REIT requirements. The Parent Company is also required to distribute to the stockholders at least 90% of its REIT taxable income, excluding net capital gains. The Parent Company will be subject to U.S. federal income tax on undistributed taxable income and net capital gains and to a 4% nondeductible excise tax on any amount by which distributions the Parent Company pays with respect to any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. The fact that we hold many of our assets through co-investment partnerships and their subsidiaries further complicates the application of the REIT requirements. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult for the Parent Company to remain qualified as a REIT.

Also, unless the IRS granted relief under certain statutory provisions, the Parent Company would remain disqualified as a REIT for four years following the year it first failed to qualify. If the Parent Company failed to qualify as a REIT (currently and/or with respect to any tax years for which the statute of limitations has not expired), the Parent Company would have to pay significant income taxes, reducing cash available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In addition, we would no longer be required to pay any dividends to stockholders in order to maintain our REIT status. Although we believe that the Parent Company qualifies as a REIT, we cannot be assured that the Parent Company will continue to qualify or remain qualified as a REIT for tax purposes.

Even if the Parent Company qualifies as a REIT for federal income tax purposes, the Parent Company is required to pay certain federal, state, and local taxes on its income and property. For example, if we have net income from "prohibited transactions," that income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we have undertaken a significant number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise.

New legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or promulgated from time to time, that may change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders.

 

20


 

Dividends paid by REITs generally do not qualify for reduced tax rates.

Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by "C" corporations and are taxable at ordinary income tax rates. Under the Tax Cuts and Jobs Act of 2017 (the "TCJA"), however, domestic shareholders that are individuals, trusts, and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 3, 2017, and before January 1, 2026. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which may adversely affect the value of the shares of REITs, including the per share trading price of the Parent Company's capital stock.

Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if we do not qualify as a "domestically controlled" REIT.

A foreign person, other than a "qualified shareholder" or a "qualified foreign pension fund," as each is defined for purposes of the Code, disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests is generally subject to U.S. federal income tax on any gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is "domestically controlled." In general, the Parent Company will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If the Parent Company were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 10% of our outstanding common stock.

We seek to act in the best interests of the Parent Company as a whole and do not take into consideration the particular tax consequences to any specific holder of our stock. Foreign persons should inform themselves as to the U.S. tax consequences, and the tax consequences within the countries of their citizenship, residence, domicile, and place of business, with respect to the purchase, ownership, and disposition of shares of our common stock.

Legislative or other actions affecting REITs may have a negative effect on us or our investors.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, may adversely affect the Parent Company or our investors. We cannot predict how changes in the tax laws might affect the Parent Company or our investors. New legislation, Treasury Regulations, administrative interpretations or court decisions may significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. There is also a risk that REIT status may be adversely impacted by a change in tax or other laws. Also, the law relating to the tax treatment of other entities, or an investment in other entities, may change, making an investment in such other entities more attractive relative to an investment in a REIT.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction does not constitute "gross income" for purposes of the 75% or 95% gross income tests, provided that we properly identify the hedging transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise advantageous hedging techniques or implement those hedges through a TRS.

Risk Factors Related to the Company's Common Stock

Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status may delay or prevent a change in control.

Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by the Parent Company's articles of incorporation, for the purpose of maintaining its qualification as a REIT. This 7% limitation may discourage a change in control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or (ii) limit the opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control.

 

21


 

The issuance of the Parent Company's capital stock may delay or prevent a change in control.

The Parent Company's articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of preferred stock or special common stock may have the effect of delaying or preventing a change in control. The provisions of the Florida Business Corporation Act regarding affiliated transactions may also deter potential acquisitions by preventing the acquiring party from consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders.

Ownership in the Parent Company may be diluted in the future.

In the future, a stockholder's percentage ownership in the Company may be diluted because of equity issuances for acquisitions, capital market transactions or other corporate purposes, including equity awards we will grant to our directors, officers and employees. In the past we have issued equity in the secondary market and may do so again in the future, depending on the price of our stock and other factors.

In addition, our restated articles of incorporation, as amended, authorizes our Board of Directors to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such preferences, limitations, and relative rights, including preferences over our common stock respecting dividends and distributions, as our Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.

Item 1B. Unresolved Staff Comments

None.

 

22


 

Item 2. Properties

The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for consolidated properties (excludes properties owned by unconsolidated co-investment partnerships):

 

 

 

December 31, 2022

 

 

December 31, 2021

 

Location

 

Number of
Properties

 

 

GLA (in
thousands)

 

 

Percent of
Total GLA

 

 

Percent
Leased

 

 

Number of
Properties

 

 

GLA (in
thousands)

 

 

Percent of
Total GLA

 

 

Percent
Leased

 

Florida

 

 

88

 

 

 

10,783

 

 

 

27.8

%

 

 

95.1

%

 

 

89

 

 

 

10,771

 

 

 

28.4

%

 

 

93.7

%

California

 

 

53

 

 

 

8,204

 

 

 

21.1

%

 

 

93.9

%

 

 

53

 

 

 

8,219

 

 

 

21.7

%

 

 

93.2

%

Texas

 

 

25

 

 

 

3,239

 

 

 

8.3

%

 

 

98.0

%

 

 

25

 

 

 

3,240

 

 

 

8.5

%

 

 

96.0

%

Georgia

 

 

22

 

 

 

2,120

 

 

 

5.5

%

 

 

92.9

%

 

 

22

 

 

 

2,127

 

 

 

5.6

%

 

 

91.1

%

New York

 

 

16

 

 

 

1,953

 

 

 

5.0

%

 

 

89.0

%

 

 

15

 

 

 

1,749

 

 

 

4.6

%

 

 

92.9

%

Connecticut

 

 

14

 

 

 

1,452

 

 

 

3.7

%

 

 

91.1

%

 

 

14

 

 

 

1,464

 

 

 

3.9

%

 

 

94.4

%

Colorado

 

 

13

 

 

 

1,097

 

 

 

2.8

%

 

 

96.6

%

 

 

13

 

 

 

1,096

 

 

 

2.9

%

 

 

95.8

%

North Carolina

 

 

10

 

 

 

1,222

 

 

 

3.2

%

 

 

98.2

%

 

 

10

 

 

 

1,221

 

 

 

3.2

%

 

 

96.2

%

Washington

 

 

10

 

 

 

963

 

 

 

2.5

%

 

 

97.3

%

 

 

9

 

 

 

857

 

 

 

2.3

%

 

 

96.5

%

Ohio

 

 

8

 

 

 

1,224

 

 

 

3.2

%

 

 

96.7

%

 

 

8

 

 

 

1,215

 

 

 

3.2

%

 

 

98.3

%

Massachusetts

 

 

8

 

 

 

897

 

 

 

2.3

%

 

 

97.6

%

 

 

8

 

 

 

898

 

 

 

2.4

%

 

 

95.1

%

Oregon

 

 

7

 

 

 

742

 

 

 

1.9

%

 

 

94.6

%

 

 

7

 

 

 

741

 

 

 

2.0

%

 

 

94.5

%

Illinois

 

 

6

 

 

 

1,085

 

 

 

2.8

%

 

 

94.9

%

 

 

6

 

 

 

1,085

 

 

 

2.9

%

 

 

94.8

%

Virginia

 

 

6

 

 

 

939

 

 

 

2.4

%

 

 

93.4

%

 

 

6

 

 

 

939

 

 

 

2.5

%

 

 

90.8

%

Pennsylvania

 

 

4

 

 

 

443

 

 

 

1.1

%

 

 

98.7

%

 

 

3

 

 

 

326

 

 

 

0.9

%

 

 

97.1

%

Missouri

 

 

4

 

 

 

408

 

 

 

1.1

%

 

 

99.5

%

 

 

4

 

 

 

408

 

 

 

1.1

%

 

 

100.0

%

Tennessee

 

 

3

 

 

 

314

 

 

 

0.8

%

 

 

99.1

%

 

 

3

 

 

 

314

 

 

 

0.8

%

 

 

98.3

%

New Jersey

 

 

2

 

 

 

573

 

 

 

1.5

%

 

 

89.2

%

 

 

1

 

 

 

219

 

 

 

0.6

%

 

 

98.1

%

Maryland

 

 

2

 

 

 

250

 

 

 

0.6

%

 

 

94.4

%

 

 

2

 

 

 

320

 

 

 

0.8

%

 

 

82.0

%

Minnesota

 

 

2

 

 

 

246

 

 

 

0.6

%

 

 

100.0

%

 

 

 

 

 

 

 

 

0.0

%

 

 

0.0

%

Indiana

 

 

1

 

 

 

279

 

 

 

0.7

%

 

 

100.0

%

 

 

1

 

 

 

279

 

 

 

0.7

%

 

 

100.0

%

Delaware

 

 

1

 

 

 

230

 

 

 

0.6

%

 

 

94.5

%

 

 

1

 

 

 

228

 

 

 

0.6

%

 

 

93.2

%

Michigan

 

 

1

 

 

 

97

 

 

 

0.3

%

 

 

74.0

%

 

 

1

 

 

 

97

 

 

 

0.3

%

 

 

74.0

%

South Carolina

 

 

1

 

 

 

51

 

 

 

0.1

%

 

 

100.0

%

 

 

1

 

 

 

51

 

 

 

0.1

%

 

 

100.0

%

District of Columbia

 

 

1

 

 

 

23

 

 

 

0.1

%

 

 

85.8

%

 

 

 

 

 

 

 

 

0.0

%

 

 

0.0

%

Total

 

 

308

 

 

 

38,834

 

 

 

100.0

%

 

 

94.8

%

 

 

302

 

 

 

37,864

 

 

 

100.0

%

 

 

94.0

%

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $23.95 and $23.17 per square foot ("PSF") as of December 31, 2022 and 2021, respectively.

 

23


 

The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for unconsolidated properties (properties owned by our unconsolidated co-investment partnerships):

 

 

 

December 31, 2022

 

 

December 31, 2021

 

Location

 

Number of
Properties

 

 

GLA (in
thousands)

 

 

Percent of
Total GLA

 

 

Percent
Leased

 

 

Number of
Properties

 

 

GLA (in
thousands)

 

 

Percent of
Total GLA

 

 

Percent
Leased

 

California

 

 

17

 

 

 

2,320

 

 

 

18.9

%

 

 

97.4

%

 

 

18

 

 

 

2,644

 

 

 

19.9

%

 

 

91.9

%

Virginia

 

 

15

 

 

 

2,082

 

 

 

16.9

%

 

 

93.9

%

 

 

15

 

 

 

2,082

 

 

 

15.7

%

 

 

93.7

%

Maryland

 

 

9

 

 

 

849

 

 

 

6.9

%

 

 

96.3

%

 

 

10

 

 

 

1,069

 

 

 

8.0

%

 

 

94.9

%

North Carolina

 

 

7

 

 

 

1,197

 

 

 

9.7

%

 

 

95.5

%

 

 

8

 

 

 

1,270

 

 

 

9.5

%

 

 

96.1

%

Washington

 

 

7

 

 

 

874

 

 

 

7.1

%

 

 

97.4

%

 

 

7

 

 

 

874

 

 

 

6.6

%

 

 

98.4

%

Colorado

 

 

6

 

 

 

858

 

 

 

7.0

%

 

 

93.3

%

 

 

6

 

 

 

851

 

 

 

6.4

%

 

 

90.8

%

Pennsylvania

 

 

6

 

 

 

669

 

 

 

5.4

%

 

 

84.5

%

 

 

6

 

 

 

669

 

 

 

5.0

%

 

 

84.6

%

Florida

 

 

6

 

 

 

663

 

 

 

5.4

%

 

 

99.4

%

 

 

7

 

 

 

811

 

 

 

6.1

%

 

 

97.4

%

Texas

 

 

5

 

 

 

742

 

 

 

6.0

%

 

 

94.4

%

 

 

5

 

 

 

691

 

 

 

5.2

%

 

 

95.5

%

Illinois

 

 

4

 

 

 

690

 

 

 

5.6

%

 

 

91.9

%

 

 

3

 

 

 

575

 

 

 

4.3

%

 

 

97.4

%

Minnesota

 

 

3

 

 

 

423

 

 

 

3.4

%

 

 

98.3

%

 

 

5

 

 

 

668

 

 

 

5.0

%

 

 

97.5

%

New Jersey

 

 

3

 

 

 

224

 

 

 

1.8

%

 

 

81.8

%

 

 

4

 

 

 

353

 

 

 

2.7

%

 

 

92.6

%

Indiana

 

 

2

 

 

 

139

 

 

 

1.1

%

 

 

82.9

%

 

 

2

 

 

 

139

 

 

 

1.0

%

 

 

75.8

%

Connecticut

 

 

1

 

 

 

186

 

 

 

1.5

%

 

 

98.1

%

 

 

1

 

 

 

186

 

 

 

1.4

%

 

 

96.4

%

New York

 

 

1

 

 

 

141

 

 

 

1.2

%

 

 

100.0

%

 

 

1

 

 

 

141

 

 

 

1.1

%

 

 

100.0

%

Oregon

 

 

1

 

 

 

93

 

 

 

0.8

%

 

 

97.7

%

 

 

1

 

 

 

93

 

 

 

0.7

%

 

 

100.0

%

South Carolina

 

 

1

 

 

 

80

 

 

 

0.7

%

 

 

96.7

%

 

 

1

 

 

 

80

 

 

 

0.6

%

 

 

100.0

%

Delaware

 

 

1

 

 

 

64

 

 

 

0.5

%

 

 

100.0

%

 

 

1

 

 

 

64

 

 

 

0.5

%

 

 

89.7

%

District of Columbia

 

 

1

 

 

 

17

 

 

 

0.1

%

 

 

100.0

%

 

 

2

 

 

 

40

 

 

 

0.3

%

 

 

91.8

%

Total

 

 

96

 

 

 

12,311

 

 

 

100.0

%

 

 

94.8

%

 

 

103

 

 

 

13,300

 

 

 

100.0

%

 

 

93.9

%

The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $23.15 and $22.37 PSF as of December 31, 2022 and 2021, respectively.

 

24


 

The following table summarizes our top tenants occupying our shopping centers for consolidated properties plus our Pro-rata share of unconsolidated properties, as of December 31, 2022, based upon a percentage of total annualized base rent (GLA and dollars in thousands):

 

Tenant

 

GLA

 

 

Percent of
Company
Owned GLA

 

 

Annualized
Base Rent

 

 

Percent of
Annualized
Base Rent

 

 

Number of
Leased Stores

 

Publix

 

 

2,876

 

 

 

7.0

%

 

$

31,679

 

 

 

3.2

%

 

 

67

 

Kroger Co.

 

 

2,987

 

 

 

7.3

%

 

 

30,438

 

 

 

3.1

%

 

 

53

 

Albertsons Companies, Inc.

 

 

1,920

 

 

 

4.7

%

 

 

29,144

 

 

 

3.0

%

 

 

46

 

Amazon/Whole Foods

 

 

1,185

 

 

 

2.9

%

 

 

25,756

 

 

 

2.6

%

 

 

36

 

TJX Companies, Inc.

 

 

1,457

 

 

 

3.6

%

 

 

25,129

 

 

 

2.6

%

 

 

63

 

CVS

 

 

663

 

 

 

1.6

%

 

 

15,606

 

 

 

1.6

%

 

 

56

 

Ahold Delhaize

 

 

473

 

 

 

1.2

%

 

 

12,003

 

 

 

1.2

%

 

 

13

 

L.A. Fitness Sports Club

 

 

474

 

 

 

1.2

%

 

 

9,989

 

 

 

1.0

%

 

 

13

 

Trader Joe's

 

 

282

 

 

 

0.7

%

 

 

9,595

 

 

 

1.0

%

 

 

28

 

JPMorgan Chase Bank

 

 

139

 

 

 

0.3

%

 

 

9,050

 

 

 

0.9

%

 

 

45

 

Ross Dress For Less

 

 

534

 

 

 

1.3

%

 

 

8,775

 

 

 

0.9

%

 

 

24

 

Nordstrom

 

 

308

 

 

 

0.8

%

 

 

8,398

 

 

 

0.9

%

 

 

9

 

Gap, Inc.

 

 

250

 

 

 

0.6

%

 

 

7,810

 

 

 

0.8

%

 

 

21

 

Starbucks

 

 

138

 

 

 

0.3

%

 

 

7,776

 

 

 

0.8

%

 

 

88

 

H.E. Butt Grocery Company

 

 

482

 

 

 

1.2

%

 

 

7,376

 

 

 

0.8

%

 

 

6

 

Wells Fargo Bank

 

 

130

 

 

 

0.3

%

 

 

7,039

 

 

 

0.7

%

 

 

46

 

JAB Holding Company

 

 

168

 

 

 

0.4

%

 

 

6,904

 

 

 

0.7

%

 

 

60

 

Petco Health and Wellness Company, Inc.

 

 

286

 

 

 

0.7

%

 

 

6,807

 

 

 

0.7

%

 

 

30

 

Target

 

 

654

 

 

 

1.6

%

 

 

6,790

 

 

 

0.7

%

 

 

6

 

Bank of America

 

 

119

 

 

 

0.3

%

 

 

6,778

 

 

 

0.7

%

 

 

40

 

Kohl's

 

 

526

 

 

 

1.3

%

 

 

6,247

 

 

 

0.6

%

 

 

7

 

Best Buy

 

 

259

 

 

 

0.6

%

 

 

6,027

 

 

 

0.6

%

 

 

8

 

Walgreens Boots Alliance

 

 

230

 

 

 

0.6

%

 

 

5,684

 

 

 

0.6

%

 

 

21

 

Bed Bath & Beyond Inc.

 

 

325

 

 

 

0.8

%

 

 

5,538

 

 

 

0.6

%

 

 

11

 

Ulta

 

 

172

 

 

 

0.4

%

 

 

5,161

 

 

 

0.5

%

 

 

19

 

AT&T, Inc.

 

 

109

 

 

 

0.3

%

 

 

4,929

 

 

 

0.5

%

 

 

56

 

Dick's Sporting Goods, Inc.

 

 

274

 

 

 

0.7

%

 

 

4,832

 

 

 

0.5

%

 

 

4

 

Life Time

 

 

111

 

 

 

0.3

%

 

 

4,700

 

 

 

0.5

%

 

 

1

 

Xponential Fitness

 

 

118

 

 

 

0.3

%

 

 

4,631

 

 

 

0.5

%

 

 

72

 

Top Tenants

 

 

17,649

 

 

 

43.3

%

 

$

320,591

 

 

 

32.8

%

 

 

949

 

Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater than 10,000 square feet ("Anchor Leases") generally have initial lease terms in excess of five years and are mostly comprised of Anchor Tenants. Many of the leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Our leases typically provide for the payment of fixed base rent, the tenant’s Pro-rata share of real estate taxes, insurance, and common area maintenance ("CAM") expenses, and reimbursement for utility costs if not directly metered.

 

25


 

The following table summarizes Pro-rata lease expirations for the next ten years and thereafter, for our consolidated and unconsolidated properties, assuming no tenants renew their leases (GLA and dollars of In Place Annual Base Rent Expiring Under Leases in thousands):

 

Lease Expiration Year

 

Number of Tenants with Expiring Leases

 

 

Pro-rata Expiring GLA

 

 

Percent of Total Company GLA

 

 

In Place Annual Base Rent Expiring Under Leases

 

 

Percent of In Place Annual Base Rent

 

 

Pro-rata Expiring Average Annual Base Rent PSF

 

(1)

 

 

171

 

 

 

85

 

 

 

0.2

%

 

$

1,275

 

 

 

0.1

%

 

$

15.03

 

2023

 

 

930

 

 

 

2,803

 

 

 

7.0

%

 

 

72,559

 

 

 

7.6

%

 

 

25.88

 

2024

 

 

1,211

 

 

 

5,571

 

 

 

13.8

%

 

 

128,039

 

 

 

13.4

%

 

 

22.98

 

2025

 

 

1,193

 

 

 

5,117

 

 

 

12.7

%

 

 

123,403

 

 

 

12.9

%

 

 

24.12

 

2026

 

 

1,058

 

 

 

4,998

 

 

 

12.4

%

 

 

120,059

 

 

 

12.5

%

 

 

24.02

 

2027

 

 

1,196

 

 

 

5,725

 

 

 

14.2

%

 

 

136,987

 

 

 

14.3

%

 

 

23.93

 

2028

 

 

659

 

 

 

3,930

 

 

 

9.7

%

 

 

98,400

 

 

 

10.3

%

 

 

25.04

 

2029

 

 

341

 

 

 

2,055

 

 

 

5.1

%

 

 

44,765

 

 

 

4.7

%

 

 

21.79

 

2030

 

 

285

 

 

 

1,895

 

 

 

4.7

%

 

 

46,163

 

 

 

4.8

%

 

 

24.36

 

2031

 

 

332

 

 

 

1,546

 

 

 

3.8

%

 

 

42,393

 

 

 

4.4

%

 

 

27.42

 

2032

 

 

454

 

 

 

1,695

 

 

 

4.2

%

 

 

46,320

 

 

 

4.8

%

 

 

27.32

 

Thereafter

 

 

356

 

 

 

4,908

 

 

 

12.2

%

 

 

97,645

 

 

 

10.2

%

 

 

19.89

 

Total

 

 

8,186

 

 

 

40,328

 

 

 

100.0

%

 

$

958,008

 

 

 

100.0

%

 

$

23.76

 

(1)
Leases currently under month-to-month rent or in process of renewal.

During 2023, we have a total of 930 leases expiring, representing 2.8 million square feet of GLA. These expiring leases have an average base rent of $25.88 PSF. The average base rent of new leases signed during 2022 was $32.47 PSF. During periods of economic weakness or when percent leased is low, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of recovery and/or when percent leased levels are high, landlords have more bargaining power, which generally results in rental rate growth on new and renewal leases.

Demand for retail space in high quality, community centers located in areas with compelling demographics remains strong, especially among successful business operators and growing innovative business concepts. However, inflationary challenges and the potential for an economic recession could result in pressure on base rent growth for new and renewal leases as businesses seek to manage costs.

26


 

The following table lists information about our consolidated and unconsolidated properties. For further information, see "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report.

 

27


 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

Amerige Heights Town Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2000

 

2000

 

$

 

 

 

97

 

 

100.0%

 

$

32.04

 

 

Albertsons, (Target)

Brea Marketplace

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

1987

 

 

 

 

 

352

 

 

94.3%

 

 

20.81

 

 

24 Hour Fitness, Big 5 Sporting Goods, Childtime Childcare, Old Navy, Sprout's, Target

Circle Center West

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

1989

 

 

 

 

 

64

 

 

94.5%

 

 

37.59

 

 

Marshalls

Circle Marina Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2019

 

1994

 

 

24,000

 

 

 

118

 

 

94.8%

 

 

30.69

 

 

Staples, Big 5 Sporting Goods, Centinela Feed & Pet Supplies

Culver Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

2000

 

 

 

 

 

217

 

 

92.4%

 

 

32.94

 

 

Ralphs, Best Buy, LA Fitness, Sit N' Sleep

El Camino Shopping Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2017

 

 

 

 

 

136

 

 

100.0%

 

 

42.19

 

 

Bristol Farms, CVS

Granada Village

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

2012

 

 

50,000

 

 

 

227

 

 

100.0%

 

 

27.29

 

 

Sprout's Markets, Rite Aid, PETCO, Homegoods, Burlington, TJ Maxx

Hasley Canyon Village

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2003

 

2003

 

 

16,000

 

 

 

66

 

 

97.5%

 

 

26.85

 

 

Ralphs

Heritage Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2012

 

 

 

 

 

230

 

 

99.9%

 

 

42.09

 

 

Ralphs, CVS, Daiso, Mitsuwa Marketplace, Big 5 Sporting Goods

Laguna Niguel Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

1985

 

 

 

 

 

42

 

 

92.4%

 

 

30.90

 

 

CVS,(Albertsons)

Morningside Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

1996

 

 

 

 

 

91

 

 

100.0%

 

 

25.15

 

 

Stater Bros.

Newland Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2016

 

 

 

 

 

152

 

 

95.6%

 

 

28.13

 

 

Albertsons

Plaza Hermosa

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

2013

 

 

 

 

 

95

 

 

100.0%

 

 

28.44

 

 

Von's, CVS

Ralphs Circle Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

1983

 

 

 

 

 

60

 

 

100.0%

 

 

20.56

 

 

Ralphs

Rona Plaza

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

1989

 

 

 

 

 

52

 

 

88.4%

 

 

20.14

 

 

Superior Super Warehouse

Seal Beach

 

Los Angeles-Long Beach-Anaheim

 

CA

 

20%

 

2002

 

1966

 

 

 

 

 

97

 

 

96.6%

 

 

26.73

 

 

Pavilions, CVS

Talega Village Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

2007

 

 

 

 

 

102

 

 

97.7%

 

 

23.06

 

 

Ralphs

Town and Country Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

35%

 

2018

 

1992

 

 

93,628

 

 

 

73

 

 

100.0%

 

 

57.21

 

 

Whole Foods, CVS, Citibank

Tustin Legacy

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2016

 

2017

 

 

 

 

 

112

 

 

97.9%

 

 

34.71

 

 

Stater Bros, CVS

Twin Oaks Shopping Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

40%

 

2005

 

2019

 

 

19,000

 

 

 

98

 

 

100.0%

 

 

22.25

 

 

Ralphs, Rite Aid

Valencia Crossroads

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2002

 

2003

 

 

 

 

 

173

 

 

100.0%

 

 

28.65

 

 

Whole Foods, Kohl's

Village at La Floresta

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2014

 

2014

 

 

 

 

 

87

 

 

97.8%

 

 

37.39

 

 

Whole Foods

Von's Circle Center

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

2017

 

1972

 

 

5,031

 

 

 

151

 

 

100.0%

 

 

27.52

 

 

Von's, Ross Dress for Less, Planet Fitness

Woodman Van Nuys

 

Los Angeles-Long Beach-Anaheim

 

CA

 

 

 

1999

 

1992

 

 

 

 

 

108

 

 

96.1%

 

 

16.32

 

 

El Super

Silverado Plaza

 

Napa

 

CA

 

40%

 

2005

 

1974

 

 

8,667

 

 

 

85

 

 

96.4%

 

 

21.39

 

 

Nob Hill, CVS

Gelson's Westlake Market Plaza

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

2002

 

2016

 

 

 

 

 

86

 

 

98.8%

 

 

32.11

 

 

Gelson's Markets, John of Italy Salon & Spa

Oakbrook Plaza

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

1999

 

2017

 

 

 

 

 

83

 

 

96.3%

 

 

22.22

 

 

Gelson's Markets, (CVS), (Ace Hardware)

Westlake Village Plaza and Center

 

Oxnard-Thousand Oaks-Ventura

 

CA

 

 

 

1999

 

2015

 

 

 

 

 

201

 

 

98.9%

 

 

41.86

 

 

Von's, Sprouts, (CVS)

28


 

French Valley Village Center

 

Rvrside-San Bernardino-Ontario

 

CA

 

 

 

2004

 

2004

 

 

 

 

 

99

 

 

98.4%

 

 

27.58

 

 

Stater Bros, CVS

Oakshade Town Center

 

Sacramento-Roseville-Folsom

 

CA

 

 

 

2011

 

1998

 

 

4,869

 

 

 

104

 

 

99.3%

 

 

23.31

 

 

Safeway, Office Max, Rite Aid

Prairie City Crossing

 

Sacramento-Roseville-Folsom

 

CA

 

 

 

1999

 

1999

 

 

 

 

 

90

 

 

97.5%

 

 

22.39

 

 

Safeway

Raley's Supermarket

 

Sacramento-Roseville-Folsom

 

CA

 

20%

 

2007

 

1964

 

 

 

 

 

63

 

 

100.0%

 

 

14.00

 

 

Raley's

The Marketplace

 

Sacramento-Roseville-Folsom

 

CA

 

 

 

2017

 

1990

 

 

 

 

 

111

 

 

100.0%

 

 

27.13

 

 

Safeway, CVS, Petco

4S Commons Town Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

85%

 

2004

 

2004

 

 

80,812

 

 

 

252

 

 

100.0%

 

 

33.96

 

 

Ace Hardware, Bed Bath & Beyond, Cost Plus World Market, CVS, Jimbo's…Naturally!, Ralphs, ULTA

Balboa Mesa Shopping Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

2012

 

2014

 

 

 

 

 

207

 

 

100.0%

 

 

29.07

 

 

CVS, Kohl's, Von's

El Norte Pkwy Plaza

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

1999

 

2013

 

 

 

 

 

91

 

 

99.0%

 

 

20.13

 

 

Von's, Children's Paradise, ACE Hardware

Friars Mission Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

1999

 

1989

 

 

 

 

 

147

 

 

100.0%

 

 

39.09

 

 

Ralphs, CVS

 

 

29


 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

Navajo Shopping Center

 

San Diego-Chula Vista-Carlsbad

 

CA

 

40%

 

2005

 

1964

 

 

11,000

 

 

 

102

 

 

100.0%

 

 

15.68

 

 

Albertsons, Rite Aid, O'Reilly Auto Parts

Point Loma Plaza

 

San Diego-Chula Vista-Carlsbad

 

CA

 

40%

 

2005

 

1987

 

 

22,391

 

 

 

205

 

 

99.4%

 

 

23.96

 

 

Von's, Jo-Ann Fabrics, Marshalls, UFC Gym

Rancho San Diego Village

 

San Diego-Chula Vista-Carlsbad

 

CA

 

40%

 

2005

 

1981

 

 

 

 

 

153

 

 

95.1%

 

 

24.64

 

 

Smart & Final, 24 Hour Fitness, (Longs Drug)

Scripps Ranch Marketplace

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

2017

 

2017

 

 

 

 

 

132

 

 

99.5%

 

 

33.05

 

 

Vons, CVS

The Hub Hillcrest Market

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

2012

 

2015

 

 

 

 

 

149

 

 

91.0%

 

 

42.54

 

 

Ralphs, Trader Joe's

Twin Peaks

 

San Diego-Chula Vista-Carlsbad

 

CA

 

 

 

1999

 

1988

 

 

 

 

 

208

 

 

97.9%

 

 

22.11

 

 

Target, Grocer

200 Potrero

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

1928

 

 

 

 

 

31

 

 

100.0%

 

 

11.34

 

 

Gizmo Art Production, INC.

Bayhill Shopping Center

 

San Francisco-Oakland-Berkeley

 

CA

 

40%

 

2005

 

2019

 

 

28,800

 

 

 

122

 

 

99.2%

 

 

27.69

 

 

CVS, Mollie Stone's Market

Clayton Valley Shopping Center

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2003

 

2004

 

 

 

 

 

260

 

 

90.2%

 

 

23.66

 

 

Grocery Outlet, Central, CVS, Dollar Tree, Ross Dress For Less

Diablo Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1982

 

 

 

 

 

63

 

 

94.9%

 

 

41.83

 

 

Bevmo!, (Safeway), (CVS)

El Cerrito Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2000

 

2000

 

 

 

 

 

256

 

 

79.5%

 

 

29.87

 

 

Barnes & Noble, Jo-Ann Fabrics, PETCO, Ross Dress For Less, Trader Joe's, (CVS)

Encina Grande

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

2016

 

 

 

 

 

107

 

 

100.0%

 

 

35.81

 

 

Whole Foods, Walgreens

Persimmon Place

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2014

 

2014

 

 

 

 

 

153

 

 

100.0%

 

 

37.31

 

 

Whole Foods, Nordstrom Rack, Homegoods

Plaza Escuela

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2002

 

 

 

 

 

154

 

 

93.5%

 

 

44.20

 

 

The Container Store, Trufusion, Talbots, The Cheesecake Factory, Barnes & Noble

Pleasant Hill Shopping Center

 

San Francisco-Oakland-Berkeley

 

CA

 

40%

 

2005

 

2016

 

 

50,000

 

 

 

227

 

 

98.3%

 

 

24.29

 

 

Target, Burlington, Ross Dress for Less, Homegoods

Potrero Center

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

1997

 

 

 

 

 

227

 

 

76.8%

 

 

33.03

 

 

Safeway, 24 Hour Fitness, Ross Dress for Less, Petco

Powell Street Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2001

 

1987

 

 

 

 

 

166

 

 

97.3%

 

 

35.38

 

 

Trader Joe's, Bevmo!, Ross Dress For Less, Marshalls, Old Navy

San Carlos Marketplace

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2007

 

 

 

 

 

154

 

 

100.0%

 

 

36.29

 

 

TJ Maxx, Best Buy, PetSmart, Bassett Furniture

San Leandro Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1982

 

 

 

 

 

50

 

 

100.0%

 

 

37.66

 

 

(Safeway), (CVS)

Serramonte Center

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2018

 

 

 

 

 

1,072

 

 

89.9%

 

 

26.75

 

 

Buy Buy Baby, Cost Plus World Market, Crunch Fitness, DAISO, Dave & Buster's, Dick's Sporting Goods, Divano Homes, H&M, Macy's, Nordstrom Rack, Old Navy, Party City, Ross Dress for Less, Target, TJ Maxx, Uniqlo

Tassajara Crossing

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1990

 

 

 

 

 

146

 

 

99.3%

 

 

26.40

 

 

Safeway, CVS, Alamo Hardware

Willows Shopping Center (6)

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

2017

 

2015

 

 

 

 

 

247

 

 

78.6%

 

 

30.85

 

 

REI, UFC Gym, Old Navy, Ulta, Five Below

Woodside Central

 

San Francisco-Oakland-Berkeley

 

CA

 

 

 

1999

 

1993

 

 

 

 

 

81

 

 

94.9%

 

 

26.40

 

 

Chuck E. Cheese, Marshalls, (Target)

Ygnacio Plaza

 

San Francisco-Oakland-Berkeley

 

CA

 

40%

 

2005

 

1968

 

 

25,850

 

 

 

110

 

 

95.4%

 

 

40.57

 

 

Sports Basement,TJ Maxx

Blossom Valley

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

1999

 

1990

 

 

22,300

 

 

 

93

 

 

93.7%

 

 

27.44

 

 

Safeway

Mariposa Shopping Center

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

40%

 

2005

 

2020

 

 

26,950

 

 

 

127

 

 

94.0%

 

 

21.72

 

 

Safeway, CVS, Ross Dress for Less

Shoppes at Homestead

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

1999

 

1983

 

 

 

 

 

116

 

 

97.8%

 

 

25.30

 

 

CVS, Crunch Fitness, (Orchard Supply Hardware)

Snell & Branham Plaza

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

40%

 

2005

 

1988

 

 

11,570

 

 

 

92

 

 

98.5%

 

 

21.11

 

 

Safeway

The Pruneyard

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

2019

 

2014

 

 

2,200

 

 

 

260

 

 

97.5%

 

 

41.19

 

 

Trader Joe's, The Sports Basement, Camera Cinemas, Marshalls

West Park Plaza

 

San Jose-Sunnyvale-Santa Clara

 

CA

 

 

 

1999

 

1996

 

 

 

 

 

88

 

 

98.0%

 

 

20.32

 

 

Safeway, Rite Aid

Golden Hills Plaza

 

San Luis Obispo-Paso Robles

 

CA

 

 

 

2006

 

2017

 

 

 

 

 

244

 

 

85.6%

 

 

6.92

 

 

Lowe's, TJ Maxx

Five Points Shopping Center

 

Santa Maria-Santa Barbara

 

CA

 

40%

 

2005

 

2014

 

 

22,924

 

 

 

145

 

 

97.6%

 

 

30.78

 

 

Smart & Final, CVS, Ross Dress for Less, Big 5 Sporting Goods, PETCO

Corral Hollow

 

Stockton

 

CA

 

 

 

2000

 

2000

 

 

 

 

 

167

 

 

70.4%

 

 

20.69

 

 

Safeway, CVS

 

30


 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

Alcove On Arapahoe

 

Boulder

 

CO

 

40%

 

2005

 

2019

 

 

26,700

 

 

 

159

 

 

89.5%

 

 

19.51

 

 

PETCO, HomeGoods, Jo-Ann Fabrics, Safeway, Ulta Salon

Crossroads Commons

 

Boulder

 

CO

 

20%

 

2001

 

1986

 

 

34,500

 

 

 

143

 

 

93.6%

 

 

29.95

 

 

Whole Foods, Barnes & Noble

Crossroads Commons II

 

Boulder

 

CO

 

20%

 

2018

 

1995

 

 

5,500

 

 

 

18

 

 

100.0%

 

 

41.11

 

 

(Whole Foods), (Barnes & Noble)

Falcon Marketplace

 

Colorado Springs

 

CO

 

 

 

2005

 

2005

 

 

 

 

 

23

 

 

100.0%

 

 

25.14

 

 

(Wal-Mart)

Marketplace at Briargate

 

Colorado Springs

 

CO

 

 

 

2006

 

2006

 

 

 

 

 

29

 

 

100.0%

 

 

35.01

 

 

(King Soopers)

Monument Jackson Creek

 

Colorado Springs

 

CO

 

 

 

1998

 

1999

 

 

 

 

 

85

 

 

98.4%

 

 

12.52

 

 

King Soopers

Woodmen Plaza

 

Colorado Springs

 

CO

 

 

 

1998

 

1998

 

 

 

 

 

116

 

 

96.4%

 

 

13.67

 

 

King Soopers

Applewood Shopping Ctr

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

2005

 

2020

 

 

 

 

 

360

 

 

91.9%

 

 

16.64

 

 

Applejack Liquors, Hobby Lobby, Homegoods, King Soopers, PetSmart, Sierra Trading Post, Ulta

Belleview Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

2004

 

2013

 

 

 

 

 

117

 

 

97.3%

 

 

20.83

 

 

King Soopers

Boulevard Center

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1999

 

1986

 

 

 

 

 

77

 

 

87.6%

 

 

31.81

 

 

Eye Care Specialists, (Safeway)

Buckley Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1999

 

1978

 

 

 

 

 

116

 

 

90.5%

 

 

11.23

 

 

Ace Hardware, King Soopers

Cherrywood Square Shop Ctr

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

2005

 

1978

 

 

9,650

 

 

 

97

 

 

100.0%

 

 

12.78

 

 

King Soopers

Hilltop Village

 

Denver-Aurora-Lakewood

 

CO

 

 

 

2002

 

2018

 

 

 

 

 

101

 

 

98.7%

 

 

12.64

 

 

King Soopers

Littleton Square

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1999

 

2015

 

 

 

 

 

99

 

 

100.0%

 

 

11.88

 

 

King Soopers

Lloyd King Center

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1998

 

1998

 

 

 

 

 

83

 

 

100.0%

 

 

12.40

 

 

King Soopers

Ralston Square Shopping Center

 

Denver-Aurora-Lakewood

 

CO

 

40%

 

2005

 

1977

 

 

 

 

 

83

 

 

96.7%

 

 

15.95

 

 

King Soopers

Shops at Quail Creek

 

Denver-Aurora-Lakewood

 

CO

 

 

 

2008

 

2008

 

 

 

 

 

38

 

 

92.5%

 

 

25.79

 

 

(King Soopers)

Stroh Ranch

 

Denver-Aurora-Lakewood

 

CO

 

 

 

1998

 

1998

 

 

 

 

 

93

 

 

98.3%

 

 

13.87

 

 

King Soopers

Centerplace of Greeley III

 

Greeley

 

CO

 

 

 

2007

 

2007

 

 

 

 

 

119

 

 

97.7%

 

 

11.73

 

 

Hobby Lobby, Best Buy, TJ Maxx

22 Crescent Road

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1984

 

 

 

 

 

4

 

 

100.0%

 

 

60.00

 

 

-

91 Danbury Road

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1965

 

 

 

 

 

5

 

 

100.0%

 

 

29.47

 

 

-

Black Rock

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

2014

 

1996

 

 

18,637

 

 

 

98

 

 

91.2%

 

 

29.66

 

 

Old Navy, The Clubhouse

Brick Walk (6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

2014

 

2007

 

 

31,131

 

 

 

122

 

 

98.1%

 

 

44.79

 

 

-

Compo Acres Shopping Center

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2011

 

 

 

 

 

43

 

 

95.9%

 

 

54.78

 

 

Trader Joe's

Copps Hill Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2002

 

 

8,962

 

 

 

173

 

 

62.4%

 

 

26.12

 

 

Rite Aid, Stop & Shop, Homegoods

Danbury Green

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2006

 

 

 

 

 

124

 

 

100.0%

 

 

26.78

 

 

Trader Joe's, Hilton Garden Inn, DSW, Staples, Rite Aid, Warehouse Wines & Liquors

Darinor Plaza (6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1978

 

 

 

 

 

153

 

 

100.0%

 

 

20.24

 

 

Kohl's, Old Navy, Party City

Fairfield Center (6)

 

Bridgeport-Stamford-Norwalk

 

CT

 

80%

 

2014

 

2000

 

 

 

 

 

95

 

 

88.7%

 

 

33.96

 

 

Fairfield University Bookstore, Merril Lynch

Post Road Plaza

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

1978

 

 

 

 

 

20

 

 

100.0%

 

 

55.98

 

 

Trader Joe's

Walmart Norwalk

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2003

 

 

 

 

 

142

 

 

100.0%

 

 

0.56

 

 

WalMart, HomeGoods

Westport Row

 

Bridgeport-Stamford-Norwalk

 

CT

 

 

 

2017

 

2020

 

 

 

 

 

91

 

 

93.0%

 

 

43.32

 

 

The Fresh Market, Pottery Barn

Brookside Plaza

 

Hartford-E Hartford-Middletown

 

CT

 

 

 

2017

 

2006

 

 

 

 

 

227

 

 

95.8%

 

 

15.56

 

 

Bed, Bath & Beyond, Burlington Coat Factory, PetSmart, ShopRite, Staples, TJ Maxx

Corbin's Corner

 

Hartford-E Hartford-Middletown

 

CT

 

40%

 

2005

 

2015

 

 

53,000

 

 

 

186

 

 

98.1%

 

 

31.71

 

 

Best Buy, Edge Fitness, Old Navy, The Tile Shop, Total Wine and More, Trader Joe's

Southbury Green

 

New Haven-Milford

 

CT

 

 

 

2017

 

2002

 

 

 

 

 

156

 

 

83.9%

 

 

21.79

 

 

ShopRite, Homegoods

Shops at The Columbia

 

Washington-Arlington-Alexandri

 

DC

 

 

 

2006

 

2006

 

 

 

 

 

23

 

 

85.8%

 

 

42.56

 

 

Trader Joe's

Spring Valley Shopping Center

 

Washington-Arlington-Alexandri

 

DC

 

40%

 

2005

 

1930

 

 

10,797

 

 

 

17

 

 

100.0%

 

 

100.30

 

 

-

Pike Creek

 

Philadelphia-Camden-Wilmington

 

DE

 

 

 

1998

 

2013

 

 

 

 

 

230

 

 

94.5%

 

 

16.75

 

 

Acme Markets, Edge Fitness, Pike Creek Community Hardware

Shoppes of Graylyn

 

Philadelphia-Camden-Wilmington

 

DE

 

40%

 

2005

 

1971

 

 

 

 

 

64

 

 

100.0%

 

 

25.44

 

 

Rite Aid

Corkscrew Village

 

Cape Coral-Fort Myers

 

FL

 

 

 

2007

 

1997

 

 

 

 

 

82

 

 

96.5%

 

 

14.84

 

 

Publix

Shoppes of Grande Oak

 

Cape Coral-Fort Myers

 

FL

 

 

 

2000

 

2000

 

 

 

 

 

79

 

 

100.0%

 

 

17.92

 

 

Publix

 

31


 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

Millhopper Shopping Center

 

Gainesville

 

FL

 

 

 

1993

 

2017

 

 

 

 

 

85

 

 

98.5%

 

 

19.40

 

 

Publix

Newberry Square

 

Gainesville

 

FL

 

 

 

1994

 

1986

 

 

 

 

 

181

 

 

90.3%

 

 

9.47

 

 

Publix, Floor & Décor, Dollar Tree

Anastasia Plaza

 

Jacksonville

 

FL

 

 

 

1993

 

1988

 

 

 

 

 

102

 

 

97.4%

 

 

15.09

 

 

Publix

Atlantic Village

 

Jacksonville

 

FL

 

 

 

2017

 

2014

 

 

 

 

 

110

 

 

96.8%

 

 

18.11

 

 

LA Fitness, Pet Supplies Plus

Brooklyn Station on Riverside

 

Jacksonville

 

FL

 

 

 

2013

 

2013

 

 

 

 

 

50

 

 

97.2%

 

 

28.17

 

 

The Fresh Market

Courtyard Shopping Center

 

Jacksonville

 

FL

 

 

 

1993

 

1987

 

 

 

 

 

137

 

 

100.0%

 

 

3.68

 

 

Target, (Publix)

East San Marco

 

Jacksonville

 

FL

 

 

 

2007

 

2022

 

 

 

 

 

59

 

 

100.0%

 

 

28.36

 

 

Publix

Fleming Island

 

Jacksonville

 

FL

 

 

 

1998

 

2000

 

 

 

 

 

132

 

 

95.7%

 

 

16.92

 

 

Publix, PETCO, Planet Fitness, (Target)

Hibernia Pavilion

 

Jacksonville

 

FL

 

 

 

2006

 

2006

 

 

 

 

 

51

 

 

92.0%

 

 

16.59

 

 

Publix

John's Creek Center

 

Jacksonville

 

FL

 

20%

 

2003

 

2004

 

 

9,000

 

 

 

76

 

 

100.0%

 

 

16.67

 

 

Publix

Julington Village

 

Jacksonville

 

FL

 

20%

 

1999

 

1999

 

 

10,000

 

 

 

82

 

 

100.0%

 

 

17.20

 

 

Publix, (CVS)

Mandarin Landing

 

Jacksonville

 

FL

 

 

 

2017

 

1976

 

 

 

 

 

140

 

 

88.5%

 

 

19.67

 

 

Whole Foods, Aveda Institute, Baptist Health

Nocatee Town Center

 

Jacksonville

 

FL

 

 

 

2007

 

2017

 

 

 

 

 

114

 

 

100.0%

 

 

22.98

 

 

Publix

Oakleaf Commons

 

Jacksonville

 

FL

 

 

 

2006

 

2006

 

 

 

 

 

77

 

 

100.0%

 

 

16.66

 

 

Publix

Old St Augustine Plaza

 

Jacksonville

 

FL

 

 

 

1996

 

2020

 

 

 

 

 

248

 

 

100.0%

 

 

11.08

 

 

Publix, Burlington Coat Factory, Hobby Lobby, LA Fitness, Ross Dress for Less

Pablo Plaza

 

Jacksonville

 

FL

 

 

 

2017

 

2020

 

 

 

 

 

161

 

 

100.0%

 

 

18.34

 

 

Whole Foods, Office Depot, Marshalls, HomeGoods, PetSmart

Pine Tree Plaza

 

Jacksonville

 

FL

 

 

 

1997

 

1999

 

 

 

 

 

63

 

 

96.9%

 

 

14.58

 

 

Publix

Seminole Shoppes

 

Jacksonville

 

FL

 

50%

 

2009

 

2018

 

 

7,612

 

 

 

87

 

 

100.0%

 

 

23.96

 

 

Publix

Shoppes at Bartram Park

 

Jacksonville

 

FL

 

50%

 

2005

 

2017

 

 

 

 

 

135

 

 

99.0%

 

 

22.20

 

 

Publix, (Kohl's), (Tutor Time)

Shops at John's Creek

 

Jacksonville

 

FL

 

 

 

2003

 

2004

 

 

 

 

 

15

 

 

100.0%

 

 

26.42

 

 

-

South Beach Regional

 

Jacksonville

 

FL

 

 

 

2017

 

1990

 

 

 

 

 

308

 

 

92.3%

 

 

17.15

 

 

Trader Joe's, Home Depot, Ross Dress for Less, Bed Bath & Beyond, Staples, Nordstrom Rack

Starke (6)

 

Jacksonville

 

FL

 

 

 

2000

 

2000

 

 

 

 

 

13

 

 

100.0%

 

 

27.05

 

 

CVS

Aventura Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1994

 

2017

 

 

 

 

 

97

 

 

97.5%

 

 

38.19

 

 

CVS, Publix

Aventura Square (6)

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1991

 

 

2,340

 

 

 

144

 

 

78.8%

 

 

39.74

 

 

Bed Bath & Beyond, DSW Warehouse, Jewelry Exchange, Old Navy

Banco Popular Building

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1971

 

 

 

 

 

-

 

 

0.0%

 

 

-

 

 

-

Bird 107 Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1990

 

 

 

 

 

40

 

 

92.9%

 

 

21.98

 

 

Walgreens

Bird Ludlam

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1998

 

 

 

 

 

192

 

 

97.3%

 

 

25.60

 

 

CVS, Goodwill, Winn-Dixie

Boca Village Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2014

 

 

 

 

 

92

 

 

100.0%

 

 

22.70

 

 

CVS, Publix

Boynton Lakes Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1997

 

2012

 

 

 

 

 

110

 

 

93.8%

 

 

16.63

 

 

Citi Trends, Pet Supermarket, Publix

Boynton Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2015

 

 

 

 

 

105

 

 

95.7%

 

 

21.07

 

 

CVS, Publix

Caligo Crossing

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2007

 

2007

 

 

 

 

 

11

 

 

100.0%

 

 

46.34

 

 

(Kohl's)

Chasewood Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1993

 

2015

 

 

 

 

 

152

 

 

94.9%

 

 

27.58

 

 

Publix, Pet Smart

Concord Shopping Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1993

 

 

 

 

 

309

 

 

100.0%

 

 

13.35

 

 

Big Lots, Dollar Tree, Home Depot, Winn-Dixie, YouFit Health Club

Coral Reef Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1990

 

 

 

 

 

75

 

 

84.6%

 

 

31.86

 

 

Aldi, Walgreens

32


 

Country Walk Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2008

 

 

16,000

 

 

 

101

 

 

96.7%

 

 

22.44

 

 

Publix, CVS

Countryside Shops

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2018

 

 

 

 

 

193

 

 

70.4%

 

 

25.03

 

 

Publix, Ross Dress for Less

Fountain Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2013

 

2013

 

 

 

 

 

177

 

 

96.6%

 

 

28.90

 

 

Publix, Ross Dress for Less, TJ Maxx, Ulta, (Target)

Gardens Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1997

 

1991

 

 

 

 

 

90

 

 

98.8%

 

 

18.98

 

 

Publix

Greenwood Shopping Centre

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1994

 

 

 

 

 

133

 

 

94.0%

 

 

16.81

 

 

Publix, Bealls

Hammocks Town Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1993

 

 

 

 

 

187

 

 

95.2%

 

 

18.33

 

 

CVS, Goodwill, Publix, Metro-Dade Public Library, YouFit Health Club, (Kendall Ice Arena)

Pine Island

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1999

 

 

 

 

 

255

 

 

99.5%

 

 

15.24

 

 

Publix, Burlington Coat Factory, Beall's Outlet, YouFit Health Club

Pine Ridge Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2013

 

 

 

 

 

118

 

 

97.7%

 

 

19.23

 

 

The Fresh Market, Bed Bath & Beyond, Marshalls, Ulta

Pinecrest Place (6)

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2017

 

 

 

 

 

70

 

 

96.0%

 

 

40.60

 

 

Whole Foods, (Target)

33


 

 

34


 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

Point Royale Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2018

 

 

 

 

 

202

 

 

100.0%

 

 

16.80

 

 

Winn-Dixie, Burlington Coat Factory, Pasteur Medical Center, Planet Fitness, Rana Furniture

Prosperity Centre

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1993

 

 

 

 

 

124

 

 

96.3%

 

 

23.41

 

 

Bed Bath & Beyond, Office Depot, TJ Maxx, CVS

Sawgrass Promenade

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1998

 

 

 

 

 

107

 

 

90.7%

 

 

13.45

 

 

Publix, Walgreens, Dollar Tree

Sheridan Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2022

 

 

 

 

 

507

 

 

94.9%

 

 

19.76

 

 

Publix, Kohl's, LA Fitness, Ross Dress for Less, Pet Supplies Plus, Wellmax, Burlington, Marshalls

Shoppes @ 104

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1998

 

2018

 

 

 

 

 

112

 

 

90.0%

 

 

19.88

 

 

Winn-Dixie, CVS

Shoppes at Lago Mar

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1995

 

 

 

 

 

83

 

 

92.3%

 

 

15.90

 

 

Publix, YouFit Health Club

Shoppes of Jonathan's Landing

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1997

 

 

 

 

 

27

 

 

100.0%

 

 

27.15

 

 

(Publix)

Shoppes of Oakbrook

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2003

 

 

410

 

 

 

200

 

 

68.3%

 

 

18.45

 

 

Publix, Tuesday Morning, Duffy's Sports Bar, CVS

Shoppes of Silver Lakes

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1997

 

 

 

 

 

127

 

 

95.9%

 

 

20.62

 

 

Publix, Goodwill

Shoppes of Sunset

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2009

 

 

 

 

 

22

 

 

74.2%

 

 

25.56

 

 

-

Shoppes of Sunset II

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2009

 

 

 

 

 

28

 

 

85.6%

 

 

23.09

 

 

-

Shops at Skylake

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2006

 

 

 

 

 

287

 

 

97.4%

 

 

24.81

 

 

Publix, LA Fitness, TJ Maxx, Goodwill, Pasteur Medical

Tamarac Town Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

1987

 

 

 

 

 

125

 

 

88.7%

 

 

12.54

 

 

Publix, Dollar Tree, Retro Fitness

University Commons (6)

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2015

 

2001

 

 

 

 

 

180

 

 

100.0%

 

 

34.79

 

 

Whole Foods, Nordstrom Rack, Barnes & Noble, Bed Bath & Beyond

Waterstone Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2005

 

 

 

 

 

61

 

 

100.0%

 

 

17.74

 

 

Publix

Welleby Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1996

 

1982

 

 

 

 

 

110

 

 

96.8%

 

 

14.98

 

 

Publix, Dollar Tree

Wellington Town Square

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

1996

 

2022

 

 

 

 

 

108

 

 

95.0%

 

 

24.81

 

 

Publix, CVS

West Bird Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2021

 

 

 

 

 

99

 

 

97.9%

 

 

25.43

 

 

Publix

West Lake Shopping Center

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2000

 

 

 

 

 

101

 

 

96.6%

 

 

22.02

 

 

Winn-Dixie, CVS

Westport Plaza

 

Miami-Ft Lauderdale-PompanoBch

 

FL

 

 

 

2017

 

2002

 

 

1,457

 

 

 

47

 

 

91.6%

 

 

21.06

 

 

Publix

Berkshire Commons

 

Naples-Marco Island

 

FL

 

 

 

1994

 

1992

 

 

 

 

 

110

 

 

100.0%

 

 

15.83

 

 

Publix, Walgreens

Naples Walk

 

Naples-Marco Island

 

FL

 

 

 

2007

 

1999

 

 

 

 

 

125

 

 

100.0%

 

 

18.95

 

 

Publix

Pavillion

 

Naples-Marco Island

 

FL

 

 

 

2017

 

2011

 

 

 

 

 

168

 

 

98.7%

 

 

23.51

 

 

LA Fitness, Paragon Theaters, J. Lee Salon Suites

Shoppes of Pebblebrook Plaza

 

Naples-Marco Island

 

FL

 

50%

 

2000

 

2000

 

 

 

 

 

80

 

 

97.0%

 

 

16.51

 

 

Publix, (Walgreens)

Glengary Shoppes

 

North Port-Sarasota-Bradenton

 

FL

 

 

 

2017

 

1995

 

 

 

 

 

93

 

 

97.0%

 

 

20.42

 

 

Best Buy, Barnes & Noble

Alafaya Village

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

1986

 

 

 

 

 

38

 

 

93.9%

 

 

25.76

 

 

-

Kirkman Shoppes

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

2015

 

 

 

 

 

116

 

 

98.5%

 

 

25.78

 

 

LA Fitness, Walgreens

Lake Mary Centre

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

2015

 

 

 

 

 

360

 

 

93.3%

 

 

17.55

 

 

The Fresh Market, Academy Sports, Hobby Lobby, LA Fitness, Ross Dress for Less, Office Depot

Plaza Venezia

 

Orlando-Kissimmee-Sanford

 

FL

 

20%

 

2016

 

2000

 

 

36,500

 

 

 

203

 

 

100.0%

 

 

32.31

 

 

Publix, Eddie V's

Town and Country

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

1993

 

 

 

 

 

78

 

 

100.0%

 

 

11.47

 

 

Ross Dress for Less

35


 

Unigold Shopping Center

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2017

 

1987

 

 

 

 

 

115

 

 

89.3%

 

 

15.61

 

 

YouFit Health Club, Ross Dress for Less

Willa Springs

 

Orlando-Kissimmee-Sanford

 

FL

 

 

 

2000

 

2000

 

 

16,700

 

 

 

90

 

 

98.3%

 

 

22.58

 

 

Publix

Cashmere Corners

 

Port St. Lucie

 

FL

 

 

 

2017

 

2016

 

 

 

 

 

80

 

 

96.1%

 

 

14.83

 

 

WalMart

The Plaza at St. Lucie West

 

Port St. Lucie

 

FL

 

 

 

2017

 

2006

 

 

 

 

 

27

 

 

100.0%

 

 

25.58

 

 

-

Charlotte Square

 

Punta Gorda

 

FL

 

 

 

2017

 

1980

 

 

 

 

 

91

 

 

94.1%

 

 

11.68

 

 

WalMart, Buffet City

Ryanwood Square

 

Sebastian-Vero Beach

 

FL

 

 

 

2017

 

1987

 

 

 

 

 

115

 

 

90.0%

 

 

12.28

 

 

Publix, Beall's, Harbor Freight Tools

South Point

 

Sebastian-Vero Beach

 

FL

 

 

 

2017

 

2003

 

 

 

 

 

65

 

 

100.0%

 

 

15.68

 

 

Publix

Treasure Coast Plaza

 

Sebastian-Vero Beach

 

FL

 

 

 

2017

 

1983

 

 

1,166

 

 

 

134

 

 

98.2%

 

 

18.77

 

 

Publix, TJ Maxx

Carriage Gate

 

Tallahassee

 

FL

 

 

 

1994

 

2013

 

 

 

 

 

73

 

 

100.0%

 

 

24.83

 

 

Trader Joe's, TJ Maxx

Ocala Corners (6)

 

Tallahassee

 

FL

 

 

 

2000

 

2000

 

 

 

 

 

93

 

 

88.3%

 

 

13.89

 

 

Publix

Bloomingdale Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1998

 

2021

 

 

 

 

 

252

 

 

98.0%

 

 

19.30

 

 

Bealls, Dollar Tree, Home Centric, LA Fitness, Publix

Northgate Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2007

 

1995

 

 

 

 

 

76

 

 

98.1%

 

 

15.95

 

 

Publix

 

 

36


 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

Regency Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1993

 

2013

 

 

 

 

 

352

 

 

96.1%

 

 

19.79

 

 

AMC Theater, Dollar Tree, Five Below, Marshalls, Michael's, PETCO, Shoe Carnival, Staples, TJ Maxx, Ulta, Old Navy, (Best Buy), (Macdill)

Shoppes at Sunlake Centre

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2017

 

2008

 

 

 

 

 

117

 

 

100.0%

 

 

24.78

 

 

Publix

Suncoast Crossing (6)

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2007

 

2007

 

 

 

 

 

118

 

 

96.4%

 

 

7.01

 

 

Kohl's, (Target)

The Village at Hunter's Lake

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2018

 

2018

 

 

 

 

 

72

 

 

100.0%

 

 

28.05

 

 

Sprouts

Town Square

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1997

 

1999

 

 

 

 

 

44

 

 

100.0%

 

 

33.86

 

 

PETCO, Barnes & Noble

Village Center

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

1995

 

2014

 

 

 

 

 

187

 

 

97.4%

 

 

22.38

 

 

Publix, PGA Tour Superstore, Walgreens

Westchase

 

Tampa-St Petersburg-Clearwater

 

FL

 

 

 

2007

 

1998

 

 

 

 

 

79

 

 

100.0%

 

 

17.57

 

 

Publix

Ashford Place

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1993

 

 

 

 

 

53

 

 

86.1%

 

 

24.58

 

 

Harbor Freight Tools

Briarcliff La Vista

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1962

 

 

 

 

 

43

 

 

100.0%

 

 

22.38

 

 

Michael's

Briarcliff Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1990

 

 

 

 

 

189

 

 

98.3%

 

 

17.01

 

 

Burlington, Party City, Publix, Shoe Carnival, TJ Maxx

Bridgemill Market

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

2000

 

 

 

 

 

89

 

 

91.7%

 

 

17.77

 

 

Publix

Brighten Park

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

2016

 

 

 

 

 

137

 

 

98.9%

 

 

28.37

 

 

Lidl, Big Blue Swim School, Kohl's

Buckhead Court

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1984

 

 

 

 

 

49

 

 

89.7%

 

 

31.78

 

 

-

Buckhead Landing

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

1998

 

 

 

 

 

152

 

 

74.3%

 

 

19.52

 

 

Binders Art Supplies & Frames, Kroger

Buckhead Station

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

1996

 

 

 

 

 

234

 

 

100.0%

 

 

25.27

 

 

Bed Bath & Beyond, Cost Plus World Market, DSW Warehouse, Nordstrom Rack, Old Navy, Saks Off 5th, TJ Maxx, Ulta

Cambridge Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1996

 

1979

 

 

 

 

 

71

 

 

40.0%

 

 

26.89

 

 

-

Chastain Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

2001

 

 

 

 

 

92

 

 

100.0%

 

 

23.53

 

 

Publix

Cornerstone Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1990

 

 

 

 

 

80

 

 

90.7%

 

 

18.96

 

 

Aldi, Barking Hound Village, CVS, HealthMarkets Insurance

Dunwoody Hall

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1986

 

 

13,800

 

 

 

86

 

 

96.2%

 

 

21.03

 

 

Publix

Dunwoody Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1975

 

 

 

 

 

121

 

 

93.5%

 

 

21.49

 

 

The Fresh Market, Walgreens, Dunwoody Prep

Howell Mill Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2004

 

1984

 

 

 

 

 

92

 

 

100.0%

 

 

25.11

 

 

Publix

Paces Ferry Plaza

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

2018

 

 

 

 

 

82

 

 

99.9%

 

 

40.24

 

 

Whole Foods

Powers Ferry Square

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

2013

 

 

 

 

 

97

 

 

100.0%

 

 

35.26

 

 

HomeGoods, PETCO

Powers Ferry Village

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1997

 

1994

 

 

 

 

 

69

 

 

100.0%

 

 

10.48

 

 

Publix, The Juice Box

Russell Ridge

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1994

 

1995

 

 

 

 

 

101

 

 

90.8%

 

 

13.30

 

 

Kroger

Sandy Springs

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2012

 

2006

 

 

 

 

 

116

 

 

98.1%

 

 

25.63

 

 

Trader Joe's, Fox's, Peter Glenn Ski & Sports

Sope Creek Crossing

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

1998

 

2016

 

 

 

 

 

99

 

 

95.5%

 

 

16.72

 

 

Publix

The Shops at Hampton Oaks

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

2009

 

 

 

 

 

21

 

 

89.1%

 

 

11.81

 

 

(CVS)

Williamsburg at Dunwoody

 

Atlanta-SandySprings-Alpharett

 

GA

 

 

 

2017

 

1983

 

 

 

 

 

45

 

 

82.7%

 

 

27.64

 

 

-

Civic Center Plaza

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

2005

 

1989

 

 

22,000

 

 

 

265

 

 

96.6%

 

 

10.54

 

 

Super H Mart, Home Depot, O'Reilly Automotive, King Spa

Clybourn Commons

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2014

 

1999

 

 

 

 

 

32

 

 

95.0%

 

 

37.88

 

 

PETCO

Glen Oak Plaza

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2010

 

1967

 

 

 

 

 

63

 

 

100.0%

 

 

27.29

 

 

Trader Joe's, Walgreens, Northshore University Healthsystems

Hinsdale Lake Commons (fka Hinsdale)

 

Chicago-Naperville-Elgin

 

IL

 

 

 

1998

 

2015

 

 

 

 

 

185

 

 

93.0%

 

 

16.30

 

 

Whole Foods, Goodwill, Charter Fitness, Petco

Mellody Farm

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2017

 

2017

 

 

 

 

 

259

 

 

93.1%

 

 

29.15

 

 

Whole Foods, Nordstrom Rack, REI, HomeGoods, Barnes & Noble, West Elm

Naperville Plaza

 

Chicago-Naperville-Elgin

 

IL

 

20%

 

2022

 

1961

 

 

23,000

 

 

 

115

 

 

96.8%

 

 

25.65

 

 

Casey's Foods, Trader Joe's, Oswald's Pharmacy

Riverside Sq & River's Edge

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

2005

 

1986

 

 

 

 

 

169

 

 

99.3%

 

 

17.54

 

 

Mariano's Fresh Market, Dollar Tree, Party City, Blink Fitness

37


 

Roscoe Square

 

Chicago-Naperville-Elgin

 

IL

 

40%

 

2005

 

2012

 

 

24,500

 

 

 

140

 

 

70.0%

 

 

28.09

 

 

Mariano's Fresh Market, Walgreens

Westchester Commons

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2001

 

2014

 

 

 

 

 

143

 

 

93.1%

 

 

18.05

 

 

Mariano's Fresh Market, Goodwill

Willow Festival (6)

 

Chicago-Naperville-Elgin

 

IL

 

 

 

2010

 

2007

 

 

 

 

 

404

 

 

96.7%

 

 

18.84

 

 

Whole Foods, Lowe's, CVS, HomeGoods, REI, Best Buy, Ulta

38


 

 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

Shops on Main

 

Chicago-Naperville-Elgin

 

IN

 

94%

 

2013

 

2020

 

 

 

 

 

279

 

 

100.0%

 

 

16.46

 

 

Whole Foods, Dick's Sporting Goods, Ross Dress for Less, HomeGoods, DSW, Nordstrom Rack, Marshalls

Willow Lake Shopping Center

 

Indianapolis-Carmel-Anderson

 

IN

 

40%

 

2005

 

1987

 

 

 

 

 

86

 

 

72.4%

 

 

18.98

 

 

Indiana Bureau of Motor Vehicles, (Kroger)

Willow Lake West Shopping Center

 

Indianapolis-Carmel-Anderson

 

IN

 

40%

 

2005

 

2001

 

 

10,000

 

 

 

53

 

 

100.0%

 

 

26.76

 

 

Trader Joe's

Fellsway Plaza

 

Boston-Cambridge-Newton

 

MA

 

75%

 

2013

 

2016

 

 

35,446

 

 

 

158

 

 

100.0%

 

 

25.90

 

 

Stop & Shop, Planet Fitness, BioLife Plasma Services

Shaw's at Plymouth

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1993

 

 

 

 

 

60

 

 

100.0%

 

 

19.34

 

 

Shaw's

Shops at Saugus

 

Boston-Cambridge-Newton

 

MA

 

 

 

2006

 

2006

 

 

 

 

 

87

 

 

96.9%

 

 

30.54

 

 

Trader Joe's, La-Z-Boy, PetSmart

Star's at Cambridge

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1997

 

 

 

 

 

66

 

 

100.0%

 

 

41.18

 

 

Star Market

Star's at Quincy

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1995

 

 

 

 

 

101

 

 

100.0%

 

 

23.63

 

 

Star Market

Star's at West Roxbury

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

2006

 

 

 

 

 

76

 

 

94.7%

 

 

26.66

 

 

Shaw's

The Abbot

 

Boston-Cambridge-Newton

 

MA

 

 

 

2017

 

1912

 

 

 

 

 

64

 

 

77.0%

 

 

90.15

 

 

Center for Effective Alturism

Twin City Plaza

 

Boston-Cambridge-Newton

 

MA

 

 

 

2006

 

2004

 

 

 

 

 

285

 

 

100.0%

 

 

22.09

 

 

Shaw's, Marshall's, Extra Space Storage, Walgreens, K&G Fashion, Dollar Tree, Everfitness, Formlabs

Festival at Woodholme

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

2005

 

1986

 

 

18,510

 

 

 

81

 

 

94.6%

 

 

40.95

 

 

Trader Joe's

Parkville Shopping Center

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

2005

 

2013

 

 

9,960

 

 

 

165

 

 

98.2%

 

 

17.45

 

 

Giant, Parkville Lanes, Dollar Tree, Petco, The Cellar Parkville

Southside Marketplace

 

Baltimore-Columbia-Towson

 

MD

 

40%

 

2005

 

2011

 

 

24,800

 

 

 

125

 

 

90.8%

 

 

25.45

 

 

Giant

Village at Lee Airpark (6)

 

Baltimore-Columbia-Towson

 

MD

 

 

 

2005

 

2014

 

 

 

 

 

118

 

 

89.3%

 

 

30.79

 

 

Giant, (Sunrise)

Burnt Mills

 

Washington-Arlington-Alexandri

 

MD

 

20%

 

2013

 

2004

 

 

 

 

 

31

 

 

86.9%

 

 

42.83

 

 

Trader Joe's

Cloppers Mill Village

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1995

 

 

 

 

 

137

 

 

95.8%

 

 

19.47

 

 

Shoppers Food Warehouse, Dollar Tree

Firstfield Shopping Center

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

2014

 

 

 

 

 

22

 

 

100.0%

 

 

43.23

 

 

-

Takoma Park

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1960

 

 

 

 

 

107

 

 

100.0%

 

 

15.21

 

 

Planet Fitness

Watkins Park Plaza

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1985

 

 

 

 

 

111

 

 

100.0%

 

 

29.21

 

 

LA Fitness, CVS

Westbard Square

 

Washington-Arlington-Alexandri

 

MD

 

 

 

2017

 

2001

 

 

 

 

 

132

 

 

99.0%

 

 

38.59

 

 

Giant, Bowlmor AMF

Woodmoor Shopping Center

 

Washington-Arlington-Alexandri

 

MD

 

40%

 

2005

 

1954

 

 

19,000

 

 

 

69

 

 

96.2%

 

 

35.70

 

 

CVS

Fenton Marketplace

 

Flint

 

MI

 

 

 

1999

 

1999

 

 

 

 

 

97

 

 

74.0%

 

 

8.71

 

 

Family Farm & Home

Apple Valley Square

 

Minneapol-St. Paul-Bloomington

 

MN

 

 

 

2006

 

1998

 

 

 

 

 

179

 

 

100.0%

 

 

16.92

 

 

Jo-Ann Fabrics, PETCO, Savers, Experience Fitness, (Burlington Coat Factory), (Aldi)

Cedar Commons

 

Minneapol-St. Paul-Bloomington

 

MN

 

 

 

2011

 

1999

 

 

 

 

 

66

 

 

100.0%

 

 

28.33

 

 

Whole Foods

Colonial Square

 

Minneapol-St. Paul-Bloomington

 

MN

 

40%

 

2005

 

2014

 

 

19,700

 

 

 

93

 

 

100.0%

 

 

26.47

 

 

Lund's

Rockford Road Plaza

 

Minneapol-St. Paul-Bloomington

 

MN

 

40%

 

2005

 

1991

 

 

20,000

 

 

 

204

 

 

96.9%

 

 

13.82

 

 

Kohl's, PetSmart, HomeGoods, TJ Maxx

Rockridge Center

 

Minneapol-St. Paul-Bloomington

 

MN

 

20%

 

2011

 

2006

 

 

14,500

 

 

 

125

 

 

99.4%

 

 

14.63

 

 

CUB Foods

Brentwood Plaza

 

St. Louis

 

MO

 

 

 

2007

 

2002

 

 

 

 

 

60

 

 

100.0%

 

 

11.50

 

 

Schnucks

Bridgeton

 

St. Louis

 

MO

 

 

 

2007

 

2005

 

 

 

 

 

71

 

 

97.3%

 

 

12.14

 

 

Schnucks, (Home Depot)

Dardenne Crossing

 

St. Louis

 

MO

 

 

 

2007

 

1996

 

 

 

 

 

67

 

 

100.0%

 

 

11.60

 

 

Schnucks

Kirkwood Commons

 

St. Louis

 

MO

 

 

 

2007

 

2000

 

 

 

 

 

210

 

 

100.0%

 

 

10.35

 

 

Walmart, TJ Maxx, HomeGoods, Famous Footwear, (Target), (Lowe's)

Blakeney Town Center (fka Blakeney Shopping Center)

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

2021

 

2006

 

 

 

 

 

384

 

 

99.7%

 

 

26.17

 

 

Harris Teeter, Marshalls, Best Buy, Petsmart, Off Broadway Shoes, Old Navy, (Target)

Carmel Commons

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

1997

 

2012

 

 

 

 

 

141

 

 

91.3%

 

 

24.75

 

 

Chuck E. Cheese, The Fresh Market, Party City

Cochran Commons

 

Charlotte-Concord-Gastonia

 

NC

 

20%

 

2007

 

2003

 

 

3,359

 

 

 

66

 

 

100.0%

 

 

17.43

 

 

Harris Teeter, (Walgreens)

Willow Oaks

 

Charlotte-Concord-Gastonia

 

NC

 

 

 

2014

 

2014

 

 

 

 

 

65

 

 

100.0%

 

 

17.83

 

 

Publix

Shops at Erwin Mill

 

Durham-Chapel Hill

 

NC

 

55%

 

2012

 

2012

 

 

10,000

 

 

 

91

 

 

96.4%

 

 

19.27

 

 

Harris Teeter

Southpoint Crossing

 

Durham-Chapel Hill

 

NC

 

 

 

1998

 

1998

 

 

 

 

 

103

 

 

98.4%

 

 

16.98

 

 

Harris Teeter

 

39


 

 

40


 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

Village Plaza

 

Durham-Chapel Hill

 

NC

 

20%

 

2012

 

2020

 

 

12,000

 

 

 

73

 

 

96.7%

 

 

23.16

 

 

Whole Foods

Woodcroft Shopping Center

 

Durham-Chapel Hill

 

NC

 

 

 

1996

 

1984

 

 

 

 

 

90

 

 

100.0%

 

 

14.52

 

 

Food Lion, ACE Hardware

Glenwood Village

 

Raleigh-Cary

 

NC

 

 

 

1997

 

1983

 

 

 

 

 

43

 

 

100.0%

 

 

18.28

 

 

Harris Teeter

Holly Park

 

Raleigh-Cary

 

NC

 

 

 

2013

 

1969

 

 

 

 

 

160

 

 

97.7%

 

 

20.06

 

 

DSW Warehouse, Trader Joe's, Ross Dress For Less, Staples, US Fitness Products, Jerry's Artarama, Pet Supplies Plus, Ulta

Lake Pine Plaza

 

Raleigh-Cary

 

NC

 

 

 

1998

 

1997

 

 

 

 

 

88

 

 

100.0%

 

 

14.35

 

 

Harris Teeter

Market at Colonnade Center

 

Raleigh-Cary

 

NC

 

 

 

2009

 

2009

 

 

 

 

 

58

 

 

100.0%

 

 

28.26

 

 

Whole Foods

Midtown East

 

Raleigh-Cary

 

NC

 

50%

 

2017

 

2017

 

 

36,000

 

 

 

159

 

 

100.0%

 

 

24.28

 

 

Wegmans

Ridgewood Shopping Center

 

Raleigh-Cary

 

NC

 

20%

 

2018

 

1951

 

 

9,278

 

 

 

94

 

 

91.2%

 

 

21.35

 

 

Whole Foods, Walgreens

Shoppes of Kildaire

 

Raleigh-Cary

 

NC

 

40%

 

2005

 

1986

 

 

20,000

 

 

 

145

 

 

97.4%

 

 

20.56

 

 

Trader Joe's, Aldi, Staples, Barnes & Noble

Sutton Square

 

Raleigh-Cary

 

NC

 

20%

 

2006

 

1985

 

 

 

 

 

101

 

 

94.5%

 

 

21.09

 

 

The Fresh Market

Village District

 

Raleigh-Cary

 

NC

 

30%

 

2004

 

2018

 

 

75,000

 

 

 

559

 

 

94.0%

 

 

26.46

 

 

Harris Teeter, The Fresh Market, Wake Public Library, Walgreens, Talbots, Great Outdoor Provision Co., York Properties,The Cheshire Cat Gallery, Crunch Fitness Select Club, Bailey's Fine Jewelry, Sephora, Barnes & Noble, Goodnight's Comedy Club

Chimney Rock (6)

 

New York-Newark-Jersey City

 

NJ

 

 

 

2016

 

2016

 

 

 

 

 

218

 

 

99.3%

 

 

37.34

 

 

Whole Foods, Nordstrom Rack, Saks Off 5th, The Container Store, Ulta

District at Metuchen

 

New York-Newark-Jersey City

 

NJ

 

20%

 

2018

 

2017

 

 

16,000

 

 

 

67

 

 

97.9%

 

 

32.18

 

 

Whole Foods

Plaza Square

 

New York-Newark-Jersey City

 

NJ

 

40%

 

2005

 

1990

 

 

 

 

 

104

 

 

62.0%

 

 

19.60

 

 

Grocer

Glenwood Green (7)

 

Philadelphia-Camden-Wilmington

 

NJ

 

70%

 

2022

 

2022

 

 

 

 

 

355

 

 

83.0%

 

 

11.00

 

 

ShopRite, Target, Rendina

Haddon Commons

 

Philadelphia-Camden-Wilmington

 

NJ

 

40%

 

2005

 

1985

 

 

 

 

 

54

 

 

100.0%

 

 

15.18

 

 

Acme Markets

101 7th Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1930

 

 

 

 

 

57

 

 

0.0%

 

 

-

 

 

-

1175 Third Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1995

 

 

 

 

 

25

 

 

100.0%

 

 

116.62

 

 

The Food Emporium

1225-1239 Second Ave

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1987

 

 

 

 

 

18

 

 

100.0%

 

 

137.95

 

 

CVS

90 - 30 Metropolitan Avenue

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2007

 

 

 

 

 

60

 

 

93.9%

 

 

35.57

 

 

Michaels, Staples, Trader Joe's

Broadway Plaza (6)

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2014

 

 

 

 

 

147

 

 

89.9%

 

 

41.06

 

 

Aldi, Best Buy, Bob's Discount Furniture, TJ Maxx, Blink Fitness

Clocktower Plaza Shopping Ctr (6)

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

1995

 

 

 

 

 

79

 

 

100.0%

 

 

49.89

 

 

Stop & Shop

East Meadow

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

1980

 

 

 

 

 

141

 

 

93.3%

 

 

15.73

 

 

Marshalls, Stew Leonard's

East Meadow Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2022

 

1971

 

 

 

 

 

205

 

 

0.0%

 

 

24.75

 

 

Lidl, Dollar Deal

Eastport

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

1980

 

 

 

 

 

48

 

 

97.3%

 

 

12.98

 

 

King Kullen, Rite Aid

Hewlett Crossing I & II

 

New York-Newark-Jersey City

 

NY

 

 

 

2018

 

1954

 

 

8,879

 

 

 

52

 

 

100.0%

 

 

38.48

 

 

-

Lake Grove Commons

 

New York-Newark-Jersey City

 

NY

 

40%

 

2012

 

2008

 

 

50,000

 

 

 

141

 

 

100.0%

 

 

35.81

 

 

Whole Foods, LA Fitness

Rivertowns Square

 

New York-Newark-Jersey City

 

NY

 

 

 

2018

 

2016

 

 

 

 

 

116

 

 

90.9%

 

 

23.85

 

 

Ulta, The Learning Experience, Mom's Organic Market, Look Cinemas

The Gallery at Westbury Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2013

 

 

 

 

 

312

 

 

100.0%

 

 

51.21

 

 

Trader Joe's, Nordstrom Rack, Saks Fifth Avenue, Bloomingdale's, The Container Store, HomeGoods, Old Navy, Gap Outlet, Bassett Home Furnishings, Famous Footware

The Point at Garden City Park (6)

 

New York-Newark-Jersey City

 

NY

 

 

 

2016

 

2018

 

 

 

 

 

105

 

 

100.0%

 

 

30.09

 

 

King Kullen, Ace Hardware

Valley Stream

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

1950

 

 

 

 

 

99

 

 

90.3%

 

 

28.89

 

 

King Kullen

Wading River

 

New York-Newark-Jersey City

 

NY

 

 

 

2021

 

2002

 

 

 

 

 

99

 

 

84.1%

 

 

23.38

 

 

King Kullen, CVS, Ace Hardware

41


 

Westbury Plaza

 

New York-Newark-Jersey City

 

NY

 

 

 

2017

 

2004

 

 

88,000

 

 

 

390

 

 

100.0%

 

 

27.04

 

 

WalMart, Costco, Marshalls, Total Wine and More, Olive Garden

Cherry Grove

 

Cincinnati

 

OH

 

 

 

1998

 

2012

 

 

 

 

 

203

 

 

99.0%

 

 

12.35

 

 

Kroger, Shoe Carnival, TJ Maxx, Tuesday Morning

42


 

 

43


 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

Hyde Park

 

Cincinnati

 

OH

 

 

 

1997

 

1995

 

 

 

 

 

401

 

 

92.3%

 

 

17.41

 

 

Kroger, Kohl's, Walgreens, Jo-Ann Fabrics, Ace Hardware, Staples, Marshalls

Red Bank Village

 

Cincinnati

 

OH

 

 

 

2006

 

2018

 

 

 

 

 

176

 

 

100.0%

 

 

7.73

 

 

WalMart

Regency Commons

 

Cincinnati

 

OH

 

 

 

2004

 

2004

 

 

 

 

 

34

 

 

79.0%

 

 

27.33

 

 

-

West Chester Plaza

 

Cincinnati

 

OH

 

 

 

1998

 

1988

 

 

 

 

 

88

 

 

100.0%

 

 

10.44

 

 

Kroger

East Pointe

 

Columbus

 

OH

 

 

 

1998

 

2014

 

 

 

 

 

111

 

 

100.0%

 

 

11.34

 

 

Kroger

Kroger New Albany Center

 

Columbus

 

OH

 

 

 

1999

 

1999

 

 

 

 

 

93

 

 

100.0%

 

 

13.47

 

 

Kroger

Northgate Plaza (Maxtown Road)

 

Columbus

 

OH

 

 

 

1998

 

2017

 

 

 

 

 

117

 

 

100.0%

 

 

11.98

 

 

Kroger, (Home Depot)

Corvallis Market Center

 

Corvallis

 

OR

 

 

 

2006

 

2006

 

 

 

 

 

85

 

 

100.0%

 

 

22.29

 

 

Michaels, TJ Maxx, Trader Joe's

Northgate Marketplace

 

Medford

 

OR

 

 

 

2011

 

2011

 

 

 

 

 

81

 

 

84.2%

 

 

22.18

 

 

Trader Joe's, REI, PETCO

Northgate Marketplace Ph II

 

Medford

 

OR

 

 

 

2015

 

2015

 

 

 

 

 

177

 

 

98.4%

 

 

18.16

 

 

Dick's Sporting Goods, Homegoods, Marshalls

Greenway Town Center

 

Portland-Vancouver-Hillsboro

 

OR

 

40%

 

2005

 

2014

 

 

 

 

 

93

 

 

97.7%

 

 

16.19

 

 

Dollar Tree, Rite Aid, Whole Foods

Murrayhill Marketplace

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

1999

 

2016

 

 

 

 

 

150

 

 

84.4%

 

 

20.35

 

 

Safeway, Planet Fitness

Sherwood Crossroads

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

1999

 

1999

 

 

 

 

 

88

 

 

100.0%

 

 

12.56

 

 

Safeway

Tanasbourne Market (6)

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

2006

 

2006

 

 

 

 

 

71

 

 

100.0%

 

 

30.18

 

 

Whole Foods

Walker Center

 

Portland-Vancouver-Hillsboro

 

OR

 

 

 

1999

 

1987

 

 

 

 

 

90

 

 

98.4%

 

 

23.23

 

 

Bed Bath & Beyond

Allen Street Shopping Ctr

 

Allentown-Bethlehem-Easton

 

PA

 

40%

 

2005

 

1958

 

 

 

 

 

46

 

 

100.0%

 

 

18.74

 

 

Grocery Outlet Bargain Market

Lower Nazareth Commons

 

Allentown-Bethlehem-Easton

 

PA

 

 

 

2007

 

2012

 

 

 

 

 

96

 

 

100.0%

 

 

26.62

 

 

Burlington Coat Factory, PETCO, (Wegmans), (Target)

Stefko Boulevard Shopping Center

 

Allentown-Bethlehem-Easton

 

PA

 

40%

 

2005

 

1976

 

 

 

 

 

134

 

 

86.4%

 

 

11.31

 

 

Valley Farm Market, Dollar Tree

Hershey (6)

 

Harrisburg-Carlisle

 

PA

 

 

 

2000

 

2000

 

 

 

 

 

6

 

 

100.0%

 

 

30.00

 

 

-

Baederwood Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

80%

 

2022

 

1999

 

 

24,365

 

 

 

117

 

 

97.0%

 

 

27.91

 

 

Whole Foods, Planet Fitness

City Avenue Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

1960

 

 

 

 

 

162

 

 

91.8%

 

 

20.76

 

 

Ross Dress for Less, TJ Maxx, Dollar Tree

Gateway Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

 

 

2004

 

2016

 

 

 

 

 

224

 

 

99.0%

 

 

34.25

 

 

Trader Joe's, Staples, TJ Maxx, Jo-Ann Fabrics

Mercer Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

1988

 

 

 

 

 

91

 

 

93.2%

 

 

22.73

 

 

Weis Markets

Newtown Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

2020

 

 

20,000

 

 

 

142

 

 

92.5%

 

 

19.80

 

 

Acme Markets, Michael's

Warwick Square Shopping Center

 

Philadelphia-Camden-Wilmington

 

PA

 

40%

 

2005

 

1999

 

 

 

 

 

93

 

 

40.4%

 

 

27.74

 

 

-

Indigo Square

 

Charleston-North Charleston

 

SC

 

 

 

2017

 

2017

 

 

 

 

 

51

 

 

100.0%

 

 

29.98

 

 

Greenwise (Vac 8/29/20)

Merchants Village

 

Charleston-North Charleston

 

SC

 

40%

 

1997

 

1997

 

 

9,000

 

 

 

80

 

 

96.7%

 

 

17.65

 

 

Publix

Harpeth Village Fieldstone

 

Nashvil-Davdsn-Murfree-Frankln

 

TN

 

 

 

1997

 

1998

 

 

 

 

 

70

 

 

97.8%

 

 

15.95

 

 

Publix

Northlake Village

 

Nashvil-Davdsn-Murfree-Frankln

 

TN

 

 

 

2000

 

2013

 

 

 

 

 

135

 

 

99.0%

 

 

15.46

 

 

Kroger

Peartree Village

 

Nashvil-Davdsn-Murfree-Frankln

 

TN

 

 

 

1997

 

1997

 

 

 

 

 

110

 

 

100.0%

 

 

20.33

 

 

Kroger, PETCO

Hancock

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

1999

 

1998

 

 

 

 

 

263

 

 

98.1%

 

 

19.39

 

 

24 Hour Fitness, Firestone Complete Auto Care, H.E.B, PETCO, Twin Liquors

Market at Round Rock

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

1999

 

1987

 

 

 

 

 

123

 

 

97.3%

 

 

19.82

 

 

Sprout's Markets, Office Depot, Tuesday Morning

North Hills

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

1999

 

1995

 

 

 

 

 

164

 

 

100.0%

 

 

21.88

 

 

H.E.B.

Shops at Mira Vista

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

2014

 

2002

 

 

179

 

 

 

68

 

 

100.0%

 

 

25.31

 

 

Trader Joe's, Champions Westlake Gymnastics & Cheer

Tech Ridge Center

 

Austin-Round Rock-Georgetown

 

TX

 

 

 

2011

 

2020

 

 

715

 

 

 

216

 

 

99.5%

 

 

23.81

 

 

H.E.B., Pinstack, Baylor Scott & White

Bethany Park Place

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1998

 

1998

 

 

10,200

 

 

 

99

 

 

98.6%

 

 

11.97

 

 

Kroger

CityLine Market

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2014

 

2014

 

 

 

 

 

81

 

 

100.0%

 

 

29.90

 

 

Whole Foods

44


 

CityLine Market Phase II

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2015

 

2015

 

 

 

 

 

22

 

 

100.0%

 

 

28.18

 

 

CVS

Hillcrest Village

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

1991

 

 

 

 

 

15

 

 

100.0%

 

 

49.88

 

 

-

45


 

 

46


 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

Keller Town Center

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

2014

 

 

 

 

 

120

 

 

95.8%

 

 

17.10

 

 

Tom Thumb

Lebanon/Legacy Center

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2000

 

2002

 

 

 

 

 

56

 

 

87.2%

 

 

29.35

 

 

(WalMart)

Market at Preston Forest

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

1990

 

 

 

 

 

96

 

 

100.0%

 

 

22.53

 

 

Tom Thumb

Mockingbird Commons

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1999

 

1987

 

 

 

 

 

120

 

 

95.4%

 

 

19.99

 

 

Tom Thumb, Ogle School of Hair Design

Preston Oaks (6)

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

2013

 

2022

 

 

 

 

 

103

 

 

100.0%

 

 

40.03

 

 

Central Market, Talbots

Prestonbrook

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1998

 

1998

 

 

 

 

 

92

 

 

100.0%

 

 

15.45

 

 

Kroger

Shiloh Springs

 

Dallas-Fort Worth-Arlington

 

TX

 

 

 

1998

 

1998

 

 

 

 

 

110

 

 

89.8%

 

 

14.77

 

 

Kroger

Alden Bridge

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

1998

 

 

26,000

 

 

 

139

 

 

96.8%

 

 

21.81

 

 

Kroger, Walgreens

Baybrook East (7)

 

Houston-Woodlands-Sugar Land

 

TX

 

50%

 

2020

 

2021

 

 

2,683

 

 

 

156

 

 

93.9%

 

 

13.17

 

 

H.E.B

Cochran's Crossing

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

1994

 

 

 

 

 

138

 

 

100.0%

 

 

20.43

 

 

Kroger

Indian Springs Center

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

2003

 

 

 

 

 

137

 

 

99.0%

 

 

25.46

 

 

H.E.B.

Market at Springwoods Village

 

Houston-Woodlands-Sugar Land

 

TX

 

53%

 

2016

 

2018

 

 

4,250

 

 

 

167

 

 

99.1%

 

 

17.73

 

 

Kroger

Panther Creek

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

1994

 

 

 

 

 

166

 

 

98.8%

 

 

24.71

 

 

CVS, The Woodlands Childrens Museum, Fitness Project

Southpark at Cinco Ranch

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2012

 

2017

 

 

 

 

 

265

 

 

98.9%

 

 

14.06

 

 

Kroger, Academy Sports, PETCO, Spec's Liquor and Finer Foods

Sterling Ridge

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2002

 

2000

 

 

 

 

 

129

 

 

98.9%

 

 

22.16

 

 

Kroger, CVS

Sweetwater Plaza

 

Houston-Woodlands-Sugar Land

 

TX

 

20%

 

2001

 

2000

 

 

20,000

 

 

 

134

 

 

95.3%

 

 

18.46

 

 

Kroger, Walgreens

The Village at Riverstone

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2016

 

2016

 

 

 

 

 

165

 

 

96.3%

 

 

17.11

 

 

Kroger

Weslayan Plaza East

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

2005

 

1969

 

 

 

 

 

169

 

 

96.1%

 

 

21.11

 

 

Berings, Ross Dress for Less, Michaels, The Next Level Fitness, Spec's Liquor, Trek Bicycle

Weslayan Plaza West

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

2005

 

1969

 

 

32,629

 

 

 

186

 

 

92.6%

 

 

22.20

 

 

Randalls Food, Walgreens, PETCO, Jo-Ann's, Tuesday Morning, Homegoods

Westwood Village

 

Houston-Woodlands-Sugar Land

 

TX

 

 

 

2006

 

2006

 

 

 

 

 

187

 

 

97.7%

 

 

20.47

 

 

Fitness Project, PetSmart, Office Max, Ross Dress For Less, TJ Maxx, (Target)

Woodway Collection

 

Houston-Woodlands-Sugar Land

 

TX

 

40%

 

2005

 

2012

 

 

7,482

 

 

 

97

 

 

94.2%

 

 

31.73

 

 

Whole Foods

Carytown Exchange

 

Richmond

 

VA

 

65%

 

2018

 

2022

 

 

 

 

 

116

 

 

86.2%

 

 

26.91

 

 

Publix, CVS

Hanover Village Shopping Center

 

Richmond

 

VA

 

40%

 

2005

 

1971

 

 

 

 

 

90

 

 

100.0%

 

 

9.81

 

 

Aldi, Tractor Supply Company, Harbor Freight Tools, Tuesday Morning

Village Shopping Center

 

Richmond

 

VA

 

40%

 

2005

 

1948

 

 

24,250

 

 

 

116

 

 

88.8%

 

 

24.99

 

 

Publix, CVS

Ashburn Farm Village Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1996

 

 

 

 

 

92

 

 

100.0%

 

 

17.33

 

 

Patel Brothers, The Shop Gym

Belmont Chase

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2014

 

2014

 

 

 

 

 

91

 

 

98.3%

 

 

33.98

 

 

Cooper's Hawk Winery, Whole Foods

Braemar Village Center

 

Washington-Arlington-Alexandri

 

VA

 

25%

 

2004

 

2004

 

 

 

 

 

104

 

 

100.0%

 

 

23.68

 

 

Safeway

Centre Ridge Marketplace

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1996

 

 

11,640

 

 

 

107

 

 

100.0%

 

 

20.82

 

 

United States Coast Guard Ex, Planet Fitness

Festival at Manchester Lakes

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2021

 

 

 

 

 

168

 

 

88.2%

 

 

31.72

 

 

Amazon Fresh, Homesense

Fox Mill Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2013

 

 

22,500

 

 

 

103

 

 

94.2%

 

 

26.79

 

 

Giant

Greenbriar Town Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1972

 

 

76,200

 

 

 

340

 

 

98.1%

 

 

28.93

 

 

Big Blue Swim School, Bob's Discount Furniture, CVS, Giant, Marshalls, Planet Fitness, Ross Dress for Less, Total Wine and More

Kamp Washington Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1960

 

 

 

 

 

71

 

 

89.3%

 

 

31.99

 

 

PGA Tour Superstore

Kings Park Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2015

 

 

21,800

 

 

 

96

 

 

100.0%

 

 

33.57

 

 

Giant, CVS

Lorton Station Marketplace

 

Washington-Arlington-Alexandri

 

VA

 

20%

 

2006

 

2005

 

 

7,300

 

 

 

136

 

 

66.9%

 

 

27.18

 

 

Amazon Fresh

Point 50

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2007

 

2021

 

 

 

 

 

48

 

 

100.0%

 

 

32.34

 

 

Amazon Fresh

Saratoga Shopping Center

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1977

 

 

22,800

 

 

 

113

 

 

97.0%

 

 

21.62

 

 

Giant

Shops at County Center

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2005

 

2005

 

 

 

 

 

97

 

 

98.3%

 

 

18.84

 

 

Harris Teeter, Planet Fitness

47


 

The Crossing Clarendon

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2016

 

2001

 

 

 

 

 

420

 

 

90.1%

 

 

38.84

 

 

Whole Foods, Crate & Barrel, The Container Store, Barnes & Noble, Pottery Barn, Ethan Allen, The Cheesecake Factory, Life Time Fitness

 

Property Name

 

CBSA (1)

 

State

 

Owner-
ship
Interest
 (2)

 

Year
Acquired

 

Year
Constructed
or Last Major
Renovation

 

Mortgages or
Encumbrances
(in 000's)

 

 

Gross
Leasable
Area
(GLA)
(in 000's)

 

 

Percent
Leased
 (3)

 

Average
Base Rent
PSF
(4)

 

 

Major Tenant(s) (5)

The Field at Commonwealth

 

Washington-Arlington-Alexandri

 

VA

 

 

 

2017

 

2018

 

 

 

 

 

167

 

 

99.0%

 

 

22.44

 

 

Wegmans

Village Center at Dulles

 

Washington-Arlington-Alexandri

 

VA

 

20%

 

2002

 

1991

 

 

48,000

 

 

 

304

 

 

94.9%

 

 

25.48

 

 

Giant, Gold's Gym, CVS, Advance Auto Parts, Chuck E. Cheese, HomeGoods, Goodwill, Furniture Max

Willston Centre I

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

1952

 

 

 

 

 

105

 

 

91.2%

 

 

28.34

 

 

CVS, Fashion K City

Willston Centre II

 

Washington-Arlington-Alexandri

 

VA

 

40%

 

2005

 

2010

 

 

24,419

 

 

 

136

 

 

100.0%

 

 

27.97

 

 

Safeway, (Target), (PetSmart)

6401 Roosevelt

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2019

 

1929

 

 

 

 

 

8

 

 

100.0%

 

 

25.29

 

 

-

Aurora Marketplace

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

2005

 

1991

 

 

13,400

 

 

 

107

 

 

100.0%

 

 

18.75

 

 

Safeway, TJ Maxx

Ballard Blocks I

 

Seattle-Tacoma-Bellevue

 

WA

 

50%

 

2018

 

2007

 

 

 

 

 

132

 

 

97.7%

 

 

27.68

 

 

LA Fitness, Ross Dress for Less, Trader Joe's

Ballard Blocks II

 

Seattle-Tacoma-Bellevue

 

WA

 

50%

 

2018

 

2018

 

 

 

 

 

117

 

 

98.4%

 

 

34.81

 

 

Bright Horizons, Kaiser Permanente, PCC Community Markets, Prokarma, Trufusion, West Marine

Broadway Market

 

Seattle-Tacoma-Bellevue

 

WA

 

20%

 

2014

 

1988

 

 

21,500

 

 

 

140

 

 

92.3%

 

 

28.93

 

 

Gold's Gym, Mosaic Salon Group, Quality Food Centers

Cascade Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

20%

 

1999

 

1999

 

 

 

 

 

206

 

 

97.9%

 

 

12.79

 

 

Big 5 Sporting Goods, Big Lots, Dollar Tree, Jo-Ann Fabrics, Planet Fitness, Ross Dress For Less, Safeway, Aaron's

Eastgate Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

2005

 

2021

 

 

22,000

 

 

 

85

 

 

96.5%

 

 

31.69

 

 

Safeway, Rite Aid

Grand Ridge Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2012

 

2018

 

 

 

 

 

331

 

 

99.6%

 

 

25.96

 

 

Bevmo!, Dick's Sporting Goods, Marshalls, Regal Cinemas,Safeway, Ulta

Inglewood Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

1985

 

 

 

 

 

17

 

 

100.0%

 

 

45.41

 

 

-

Island Village

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2022

 

2013

 

 

 

 

 

106

 

 

100.0%

 

 

16.15

 

 

Safeway, Rite Aid

Klahanie Shopping Center

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2016

 

1998

 

 

 

 

 

67

 

 

86.2%

 

 

37.42

 

 

(QFC)

Melrose Market

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2019

 

2009

 

 

 

 

 

21

 

 

87.2%

 

 

36.32

 

 

-

Overlake Fashion Plaza

 

Seattle-Tacoma-Bellevue

 

WA

 

40%

 

2005

 

2020

 

 

 

 

 

87

 

 

100.0%

 

 

29.55

 

 

Marshalls, Bevmo!, Amazon Go Grocery

Pine Lake Village

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

1989

 

 

 

 

 

103

 

 

98.8%

 

 

26.49

 

 

Quality Food Centers, Rite Aid

Roosevelt Square

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

2017

 

2017

 

 

 

 

 

150

 

 

96.6%

 

 

27.63

 

 

Whole Foods, Bartell, Guitar Center, LA Fitness

Sammamish-Highlands

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

2013

 

 

 

 

 

101

 

 

97.2%

 

 

37.98

 

 

Trader Joe's, Bartell Drugs, (Safeway)

Southcenter

 

Seattle-Tacoma-Bellevue

 

WA

 

 

 

1999

 

1990

 

 

 

 

 

58

 

 

94.9%

 

 

33.16

 

 

(Target)

Regency Centers Total

 

 

 

 

 

 

 

 

 

 

 

$

1,883,098

 

 

 

51,145

 

 

94.8%

 

$

23.77

 

 

 

 

(1)
CBSA refers to Core-Based Statistical Area (e.g. metropolitan area).
(2)
Represents our percentage ownership interest in the property, if not wholly-owned.
(3)
Percentages also include properties where we have not yet incurred at least 90% of the expected costs to complete development and the property is not yet 95% occupied or the anchor has not yet been open for at least two years ("development properties" or "properties in development"). However, if development properties were excluded, the total percent leased would be 94.9% for our Combined Portfolio of shopping centers.
(4)
Average base rent PSF is calculated based on annual minimum contractual base rent per the tenant lease, excluding percentage rent and recovery revenue.
(5)
Retailers in parenthesis are shadow anchors at our shopping centers. We have no ownership or leasehold interest in their space, which is within or adjacent to our property.
(6)
The ground underlying the building and improvements is not owned by Regency or its unconsolidated real estate partnerships, but is subject to a ground lease.
(7)
Property in development.

48


 

We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any litigation, nor, to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations. However, no assurances can be given as to the outcome of any threatened or pending legal proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Our common stock is listed on the NASDAQ Global Select Market under the symbol "REG."

As of February 06, 2023, there were 87,993 holders of our common stock.

We intend to pay regular quarterly distributions to Regency Centers Corporation's common stockholders. Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by our operating results, our financial condition, cash flows, capital requirements, future business prospects, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions equal to at least 90% of our real estate investment trust taxable income for the taxable year. Under certain circumstances we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We have a dividend reinvestment plan under which our shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such stockholders.

Under the revolving credit agreement of our Line, in the event of any monetary default, we may not make distributions to stockholders except to the extent necessary to maintain our REIT status.

There were no unregistered sales of equity securities during the quarter ended December 31, 2022.

The following table represents information with respect to purchases by Regency of its common stock by months during the three month period ended December 31, 2022:

 

Period

 

Total number of
shares
purchased
(1)

 

 

Total number of shares
purchased as part of
publicly announced plans
or programs
(2)

 

 

Average price
paid per share

 

 

Maximum number or approximate
dollar value of shares that may yet be
purchased under the plans or
programs
(2)

 

October 1, 2022, through October 31, 2022

 

 

169

 

 

 

 

 

$

54.36

 

 

$

174,607,162

 

November 1, 2022, through November 30, 2022

 

 

 

 

 

 

 

$

 

 

$

174,607,162

 

December 1, 2022, through December 31, 2022

 

 

 

 

 

 

 

$

 

 

$

174,607,162

 

 

(1)
Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.
(2)
On February 3, 2021, our Board authorized a common share repurchase program (Authorized Repurchase Program) under which we could purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases, and/or in privately negotiated transactions. Any shares purchased, if not retired, would be treated as treasury shares. During the year ended December 31, 2022, 1.3 million shares were repurchased and retired under this program, and $174.6 million remained available for repurchase. This previously authorized program expired on February 3, 2023. On February 8, 2023, our Board authorized a new common share repurchase program under which we may purchase, from time to time, up to a maximum of $250 million of our outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of share repurchases, if any, will be dependent upon market

49


 

conditions and other factors. Any shares repurchased, if not retired, will be treated as treasury shares. This new authorization will expire February 7, 2025, unless modified or earlier terminated by the Board.

The performance graph furnished below shows Regency's cumulative total stockholder return relative to the S&P 500 Index, the FTSE Nareit Equity REIT Index, and the FTSE Nareit Equity Shopping Centers index since December 31, 2017. The following performance graph and table do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 

https://cdn.kscope.io/c235df1c417e53ec7b1c036abd6fb4f0-img37355350_1.jpg 

 

 

 

12/31/17

 

 

12/31/18

 

 

12/31/19

 

 

12/31/20

 

 

12/31/21

 

 

12/31/22

 

Regency Centers Corporation

 

$

100.00

 

 

 

87.98

 

 

 

98.03

 

 

 

74.59

 

 

 

127.84

 

 

 

110.51

 

S&P 500

 

 

100.00

 

 

 

95.62

 

 

 

125.72

 

 

 

148.85

 

 

 

191.58

 

 

 

156.89

 

FTSE NAREIT Equity REITs

 

 

100.00

 

 

 

95.38

 

 

 

120.17

 

 

 

110.56

 

 

 

158.36

 

 

 

119.78

 

FTSE NAREIT Equity Shopping Centers

 

 

100.00

 

 

 

85.45

 

 

 

106.84

 

 

 

77.31

 

 

 

127.60

 

 

 

111.60

 

 

Item 6. [Reserved]

50


 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executing on our Strategy

During the year ended December 31, 2022, we had Net income attributable to common stockholders of $482.9 million, which includes gains on sale of real estate of $109.0 million, as compared to $361.4 million during the year ended December 31, 2021.

During the year ended December 31, 2022:

Our Pro-rata same property NOI, excluding termination fees, grew 2.9%, primarily attributable to continued improvement in collections of lease income from cash basis tenants, combined with improvements in base rent from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on new and renewal leases.
We executed 1,981 new and renewal leasing transactions representing 7.3 million Pro-rata SF with positive trailing 12 month rent spreads of 7.4% during 2022, compared to 1,979 leasing transactions representing 7.0 million Pro-rata SF with positive trailing 12 month rent spreads of 5.5% in 2021. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
At December 31, 2022, our total property portfolio was 94.8% leased while our same property portfolio was 95.1% leased, compared to 94.1% and 94.3%, respectively, at December 31, 2021.

We continued our development and redevelopment of high quality shopping centers:

Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $300.9 million compared to $307.3 million at December 31, 2021.
Development and redevelopment projects completed during 2022 represented $122.0 million of estimated net project costs, with an average stabilized yield of 7%.

We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:

During April 2022, we settled and issued 984,618 common shares under forward sale agreements at a weighted-average price of $65.78, before any underwriting discount and offering expenses. Net proceeds received at settlement were approximately $61.3 million and were used to fund acquisitions.
During June 2022, we executed multiple trades to purchase 1,294,201 common shares under the Authorized Repurchase Program for a total of $75.4 million at a weighted average price of $58.25 per share. All repurchased shares were retired on the respective settlement dates.
We have no unsecured debt maturities until 2024 and just over $110 million of secured mortgage maturities in 2023, including mortgages within our real estate partnerships.
At December 31, 2022, our Pro-rata net debt-to-operating EBITDAre ratio on a trailing 12 month basis was 5.0x compared to 5.1x at December 31, 2021.

Leasing Activity and Significant Tenants

We believe our high-quality, grocery anchored shopping centers located in suburban trade areas with compelling demographics create attractive spaces for retail and service providers to operate their businesses.

Pro-rata Percent Leased

The following table summarizes Pro-rata percent leased of our combined consolidated and unconsolidated shopping center portfolio:

 

 

 

December 31, 2022

 

 

December 31, 2021

 

Percent Leased – All properties

 

 

94.8

%

 

 

94.1

%

Anchor Space (spaces  10,000 SF)

 

 

96.8

%

 

 

97.0

%

Shop Space (spaces < 10,000 SF)

 

 

91.5

%

 

 

89.2

%

Our percent leased increased primarily due to favorable leasing activity in our Shop Space category during 2022.

 

51


 

Pro-rata Leasing Activity

The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our co-investment partnerships (totals as a weighted-average PSF):

 

 

 

Year Ended December 31, 2022

 

 

 

Leasing
Transactions

 

 

SF
(in thousands)

 

 

Base
Rent PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

24

 

 

 

632

 

 

$

15.09

 

 

$

24.36

 

 

$

5.32

 

Renewal

 

 

108

 

 

 

3,252

 

 

 

16.36

 

 

 

1.07

 

 

 

0.23

 

Total Anchor Space Leases

 

 

132

 

 

 

3,884

 

 

$

16.16

 

 

$

4.86

 

 

$

1.06

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

562

 

 

 

1,058

 

 

$

37.55

 

 

$

36.17

 

 

$

11.48

 

Renewal

 

 

1,287

 

 

 

2,395

 

 

 

35.94

 

 

 

1.66

 

 

 

0.77

 

Total Shop Space Leases

 

 

1,849

 

 

 

3,453

 

 

$

36.44

 

 

$

12.23

 

 

$

4.05

 

Total Leases

 

 

1,981

 

 

 

7,337

 

 

$

25.70

 

 

$

8.33

 

 

$

2.47

 

 

 

 

Year Ended December 31, 2021

 

 

 

Leasing
Transactions

 

 

SF
(in thousands)

 

 

Base
Rent PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

25

 

 

 

667

 

 

$

20.10

 

 

$

44.50

 

 

$

6.18

 

Renewal

 

 

124

 

 

 

2,941

 

 

 

15.34

 

 

 

0.56

 

 

 

0.21

 

Total Anchor Space Leases

 

 

149

 

 

 

3,608

 

 

$

16.22

 

 

$

8.68

 

 

$

1.31

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

573

 

 

 

1,022

 

 

$

34.38

 

 

$

28.77

 

 

$

10.87

 

Renewal

 

 

1,257

 

 

 

2,324

 

 

 

34.31

 

 

 

1.62

 

 

 

0.79

 

Total Shop Space Leases

 

 

1,830

 

 

 

3,346

 

 

$

34.33

 

 

$

9.92

 

 

$

3.87

 

Total Leases

 

 

1,979

 

 

 

6,954

 

 

$

24.93

 

 

$

9.28

 

 

$

2.54

 

The weighted-average base rent PSF on signed Shop Space leases during 2022 was $36.44 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $34.76 PSF. New and renewal rent spreads, as compared to prior rents on these same spaces leased, were positive at 7.4% for the 12 months ended December 31, 2022, as compared to 5.5% for the 12 months ended December 31, 2021.

The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which increase their cost of doing business, including, but not limited to, inflation, labor shortages, supply chain constraints, increasing energy prices and interest rates. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States.

These economic conditions could adversely impact our volume of leasing activity, leasing spreads, and financial results generally, as well as adversely affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers. This, in turn, could result in downward pressure on rents that we are able to charge to new or renewing tenants, such that future spreads could be adversely impacted. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and supply and availability of both may become more limited.

52


 

Significant Tenants and Concentrations of Risk

We seek to reduce our operating and leasing risks through geographic diversification of our properties, as seen in "Item 2. Properties" of this Report. We seek to avoid dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:

 

 

 

December 31, 2022

 

Anchor

 

Number of
Stores

 

 

Percentage of
Company-
owned GLA
(1)

 

 

Percentage of
Annual
Base Rent
(1)

 

Publix

 

 

67

 

 

 

7.0

%

 

 

3.2

%

Kroger Co.

 

 

53

 

 

 

7.3

%

 

 

3.1

%

Albertsons Companies, Inc.

 

 

46

 

 

 

4.7

%

 

 

3.0

%

Amazon/Whole Foods

 

 

36

 

 

 

2.9

%

 

 

2.6

%

TJX Companies, Inc.

 

 

63

 

 

 

3.6

%

 

 

2.6

%

(1)
Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.

Bankruptcies and Credit Concerns

Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate these potential impacts through maintaining a high quality portfolio, tenant diversification, replacing weaker tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and maintaining our presence in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income. The potential for a recession and the severity and duration of any economic downturn could negatively impact our existing tenants and their ability to continue to meet their lease obligations.

Although base rent is derived from long-term lease contracts, tenants that file bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and cancels its leases, we could experience a significant reduction in our revenues. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.5% of our annual base rent on a Pro-rata basis.

Results from Operations

The United States is currently experiencing high levels of inflation. Inflation, as well as other ongoing changes in economic conditions such as labor shortages, employee retention costs, increased material and shipping costs, higher interest rates, and supply chain constraints have spurred a rise in wages and increased operating costs and challenges for our tenants and us.

Substantially all of our long-term leases contain provisions designed to mitigate the adverse impact of inflation on our operations by requiring tenants to pay their Pro-rata share of operating expenses, including common-area maintenance, real estate taxes, insurance, and utilities at our centers. Over half of our leases are for terms of less than ten years, primarily for Shop Space, which permits us to seek increased rents upon re-rental at market rates. However, our success in passing through increases in our operating expenses to our tenants is dependent on the tenants' ability to absorb and pay these increases. Additionally, increases in operating expenses passed through to our tenants, without a corresponding increase in our tenants' profitability, may limit our ability to grow base rent as tenants look to manage their total occupancy costs.

53


 

Comparison of the years ended December 31, 2022 and 2021:

Revenues changed as summarized in the following table:

 

(in thousands)

 

2022

 

 

2021

 

 

Change

 

Lease income

 

 

 

 

 

 

 

 

 

Base rent

 

$

821,755

 

 

 

765,941

 

 

 

55,814

 

Recoveries from tenants

 

 

280,658

 

 

 

258,596

 

 

 

22,062

 

Percentage rent

 

 

9,635

 

 

 

6,601

 

 

 

3,034

 

Uncollectible lease income

 

 

13,841

 

 

 

23,481

 

 

 

(9,640

)

Other lease income

 

 

14,748

 

 

 

16,021

 

 

 

(1,273

)

Straight-line rent

 

 

24,272

 

 

 

18,189

 

 

 

6,083

 

Above / below market rent amortization

 

 

22,543

 

 

 

24,539

 

 

 

(1,996

)

Total lease income

 

$

1,187,452

 

 

 

1,113,368

 

 

 

74,084

 

Other property income

 

 

10,719

 

 

 

12,456

 

 

 

(1,737

)

Management, transaction, and other fees

 

 

25,851

 

 

 

40,337

 

 

 

(14,486

)

Total revenues

 

$

1,224,022

 

 

 

1,166,161

 

 

 

57,861

 

Lease income increased $74.1 million, driven by the following contractually billable components of rent to the tenants per the lease agreements:

$55.8 million increase from billable Base rent, as follows:
o
$19.4 million increase from acquisitions of operating properties;
o
$1.5 million increase from rent commencing at development properties; and
o
$42.3 million net increase from same properties, including a $13.8 million increase related to our acquisition and resulting consolidation of the 11 properties previously held in unconsolidated partnerships during 2021 and a portion of 2022, and a $28.5 million net increase in the remaining same properties due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases, as well as redevelopment projects completing and operating; partially offset by
o
$7.3 million decrease from the sale of operating properties.
$22.1 million increase from contractual Recoveries from tenants, which represents the tenants' proportionate share of the operating, maintenance, insurance and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, on a net basis, from the following:
o
$8.5 million increase from acquisitions of operating properties and rent commencing at development properties; and
o
$15.8 million net increase from same properties due to higher operating costs in the current year and greater recovery of those expenses from tenants; partially offset by
o
$2.2 million decrease from the sale of operating properties.
$3.0 million increase in Percentage rent primarily due to improved tenant sales.
$9.6 million decrease from changes in Uncollectible lease income.
o
During 2022, Uncollectible lease income was a net positive $13.8 million driven by $18.7 million in collections of prior year reserves on cash basis tenants partially offset by $4.9 million in reserve recognition on current year billings.
o
During 2021, Uncollectible lease income was a net positive $23.5 million driven by $42.0 million in collections of prior year reserves on cash basis tenants partially offset by $18.5 million in reserve recognition on current year billings.
$1.3 million decrease in Other lease income primarily due to a decrease in lease termination fees.

 

54


 

$6.1 million increase in Straight-line rent.
o
During 2022, Straight-line rent was $24.3 million, driven by $11.8 million of new straight-line rents and $14.8 million of reinstated straight-line rents from returning tenants to accrual basis of accounting, partially offset by $2.3 million of uncollectible straight-line rents on cash basis tenants.
o
During 2021, Straight-line rent was $18.2 million, driven by $13.0 million of new straight-line rents and $11.4 million of reinstated straight-line rents from returning tenants to accrual basis of accounting, partially offset by $6.2 million of uncollectible straight-line rents on cash basis tenants.
$2.0 million decrease in Above and below market rent primarily from same properties driven by the timing of lease activity on acquired in-place tenant leases.

Other property income decreased $1.7 million primarily due to a decrease in settlements, which were higher in 2021.

Management, transaction, and other fees decreased $14.5 million primarily due to $13.6 million of promote income recognized during 2021 for our performance as managing member of the USAA partnership, as well as a decrease in asset and property management fees resulting from a smaller portfolio of properties within our co-investment partnerships following the sale of several properties to third parties or the purchase and consolidation by Regency.

Changes in our operating expenses are summarized in the following table:

 

(in thousands)

 

2022

 

 

2021

 

 

Change

 

Depreciation and amortization

 

$

319,697

 

 

 

303,331

 

 

 

16,366

 

Property operating expense

 

 

196,148

 

 

 

184,553

 

 

 

11,595

 

Real estate taxes

 

 

149,795

 

 

 

142,129

 

 

 

7,666

 

General and administrative

 

 

79,903

 

 

 

78,218

 

 

 

1,685

 

Other operating expenses

 

 

6,166

 

 

 

5,751

 

 

 

415

 

Total operating expenses

 

$

751,709

 

 

 

713,982

 

 

 

37,727

 

Depreciation and amortization costs increased $16.4 million, on a net basis, as follows:

$830,000 increase from development properties where tenant spaces became available for occupancy, partially offset by decreases in corporate asset depreciation;
$13.7 million increase from acquisitions of operating properties; and
$4.1 million increase from same properties, primarily related to redevelopment projects; partially offset by
$2.3 million decrease from the sale of operating properties.

Property operating expense increased $11.6 million, on a net basis, as follows:

$804,000 increase from development properties where tenant spaces became available for occupancy;
$5.3 million increase from acquisitions of operating properties; and
$9.4 million net increase from same properties, including $3.1 million increase related to our acquisition and resulting consolidation of the eleven properties previously held in unconsolidated partnerships during 2021 and a portion of 2022, with the remaining increase primarily attributable to higher insurance premiums, increases in costs associated with general property maintenance and tenant utilities as our centers return to customary operating levels, and additional management fees; partially offset by
$3.9 million decrease from the sale of operating properties.

Real estate taxes increased $7.7 million, on a net basis, as follows:

$680,000 increase from developments where capitalization ceased and spaces became available for occupancy;
$4.7 million increase from acquisitions of operating properties; and
$4.4 million increase at same properties, including a $2.4 million increase related to our acquisition and resulting consolidation of the eleven properties previously held in unconsolidated partnerships during 2021 and a portion of 2022; partially offset by
$2.1 million decrease from the sale of operating properties.

 

55


 

General and administrative costs increased $1.7 million, on a net basis, as follows:

$8.2 million net increase in compensation costs primarily driven by performance based incentive compensation and annual base salary increases;
$3.7 million net increase in other corporate overhead costs primarily driven by travel and entertainment returning to customary levels post-pandemic; and
$449,000 increase due to lower development overhead capitalization based on the status and progress of our development and redevelopment projects; partially offset by
$10.7 million net decrease due to changes in the value of participant obligations within the deferred compensation plan, attributable to changes in market values of those investments, reflected within Net investment income.

The following table presents the components of Other expense (income):

 

(in thousands)

 

2022

 

 

2021

 

 

Change

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Interest on notes payable

 

$

148,803

 

 

 

147,439

 

 

 

1,364

 

Interest on unsecured credit facilities

 

 

2,058

 

 

 

2,119

 

 

 

(61

)

Capitalized interest

 

 

(4,166

)

 

 

(4,202

)

 

 

36

 

Hedge expense

 

 

438

 

 

 

438

 

 

 

 

Interest income

 

 

(947

)

 

 

(624

)

 

 

(323

)

Interest expense, net

 

 

146,186

 

 

 

145,170

 

 

 

1,016

 

Provision for impairment of real estate

 

 

 

 

 

84,389

 

 

 

(84,389

)

Gain on sale of real estate, net of tax

 

 

(109,005

)

 

 

(91,119

)

 

 

(17,886

)

Net investment (income) loss

 

 

6,921

 

 

 

(5,463

)

 

 

12,384

 

Total other expense (income)

 

$

44,102

 

 

 

132,977

 

 

 

(88,875

)

The $1.0 million net increase in interest expense was primarily driven by an increase in mortgage interest expense from assumed loans on recently acquired properties. We expect that refinancing our debt at maturity or borrowing on our variable rate Line, in the current interest rate environment, could result in higher interest expense in future periods if interest rates remain elevated.

During 2021, we recognized $84.4 million of impairment losses resulting from the impairment of two operating properties.

During 2022, we recognized gains on sale of $109.0 million from five land parcels and two operating properties. During 2021, we recognized gains on sale of $91.1 million from five land parcels and six operating properties.

Net investment income decreased $12.4 million, to a Net investment loss of $6.9 million, primarily driven by unrealized losses during 2022 of investments held in the non-qualified deferred compensation plan and our captive insurance company. There is an offsetting $10.7 million benefit in General and administrative costs related to participant obligations within the deferred compensation plans.

Equity in income of investments in real estate partnerships changed as follows:

 

(in thousands)

 

Regency's
Ownership

 

2022

 

 

2021

 

 

Change

 

GRI - Regency, LLC ("GRIR")

 

40.00%

 

$

35,819

 

 

 

34,655

 

 

 

1,164

 

Equity One JV Portfolio LLC ("NYC") (1)

 

30.00%

 

 

9,173

 

 

 

315

 

 

 

8,858

 

Columbia Regency Retail Partners, LLC ("Columbia I")

 

20.00%

 

 

1,817

 

 

 

1,976

 

 

 

(159

)

Columbia Regency Partners II, LLC ("Columbia II")

 

20.00%

 

 

1,735

 

 

 

10,987

 

 

 

(9,252

)

Columbia Village District, LLC

 

30.00%

 

 

1,669

 

 

 

1,522

 

 

 

147

 

RegCal, LLC ("RegCal") (2)

 

25.00%

 

 

4,499

 

 

 

2,058

 

 

 

2,441

 

US Regency Retail I, LLC ("USAA") (3)

 

20.01%

 

 

 

 

 

631

 

 

 

(631

)

Other investments in real estate partnerships

 

35.00% - 50.00%

 

 

5,112

 

 

 

(5,058

)

 

 

10,170

 

Total equity in income of investments in real estate partnerships

 

$

59,824

 

 

 

47,086

 

 

 

12,738

 

(1)
On May 25, 2022, the NYC partnership sold its remaining two properties and distributed sales proceeds to is members. Dissolution will follow final distributions, which are expected in 2023.
(2)
On April 1, 2022, we acquired our partner's 75% share in four properties held in the RegCal partnership for a total purchase price of $88.5 million; therefore, results following the date of acquisition are included in consolidated results. A single operating property remains within RegCal, LLC, at December 31, 2022.
(3)
On August 1, 2021, we acquired our partner's 80% interest in the seven properties held in the USAA partnership; therefore, results following the date of acquisition are included in consolidated results.

56


 

The $12.7 million increase in our Equity in income of investments in real estate partnerships was largely attributable to the following changes:

$1.2 million increase within GRIR, primarily due to an increase in base rent across the portfolio from higher occupancy and rent growth;
$8.9 million increase within NYC, primarily due to gains on the sale of two operating properties during 2022, as well as an increase from the loss on sale of an operating property during 2021;
$9.3 million decrease within Columbia II, primarily due to gains on sale of one operating property during 2021;
$2.4 million increase within RegCal, primarily due to gain on sale of one operating property during 2022; and
$10.2 million increase within Other investments in real estate partnerships, primarily from the impairment of a single property partnership that sold during 2021.

The following represents the remaining components that comprise Net income attributable to common stockholders and unit holders:

 

(in thousands)

 

2022

 

 

2021

 

 

Change

 

Net income

 

$

488,035

 

 

 

366,288

 

 

 

121,747

 

Income attributable to noncontrolling interests

 

 

(5,170

)

 

 

(4,877

)

 

 

(293

)

Net income attributable to common stockholders

 

$

482,865

 

 

 

361,411

 

 

 

121,454

 

Net income attributable to exchangeable operating partnership units

 

 

2,105

 

 

 

1,615

 

 

 

490

 

Net income attributable to common unit holders

 

$

484,970

 

 

 

363,026

 

 

 

121,944

 

 

Comparison of the years ended December 31, 2021 and 2020:

For a comparison of our results from operations for the years ended December 31, 2021 and 2020, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 17, 2022.

Supplemental Earnings Information

We use certain non-GAAP measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of our operating results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP measures, may assist in comparing our operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP measures could change. See "Defined Terms" in "Item 1. Business" for additional information regarding the definition of and other information regarding the non-GAAP measures we present in this Report.

We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to shareholders. The principal limitation of these non-GAAP measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided, including as set forth below. Non-GAAP measures should not be relied upon in evaluating our financial condition, results of operations, or future prospects.

 

57


 

Pro-rata Same Property NOI:

Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:

 

(in thousands)

 

2022

 

 

2021

 

 

Change

 

Real estate revenues:

 

 

 

 

 

 

 

 

 

Base rent

 

$

892,253

 

 

 

861,382

 

 

 

30,871

 

Recoveries from tenants

 

 

302,171

 

 

 

292,319

 

 

 

9,852

 

Percentage rent

 

 

11,004

 

 

 

7,701

 

 

 

3,303

 

Termination fees

 

 

5,007

 

 

 

6,734

 

 

 

(1,727

)

Uncollectible lease income

 

 

14,816

 

 

 

25,734

 

 

 

(10,918

)

Other lease income

 

 

11,847

 

 

 

11,556

 

 

 

291

 

Other property income

 

 

8,338

 

 

 

9,863

 

 

 

(1,525

)

Total real estate revenue

 

 

1,245,436

 

 

 

1,215,289

 

 

 

30,147

 

Real estate operating expenses:

 

 

 

 

 

 

 

 

 

Operating and maintenance

 

 

197,481

 

 

 

190,017

 

 

 

7,464

 

Real estate taxes

 

 

159,189

 

 

 

159,620

 

 

 

(431

)

Ground rent

 

 

11,761

 

 

 

11,829

 

 

 

(68

)

Total real estate operating expenses

 

 

368,431

 

 

 

361,466

 

 

 

6,965

 

Pro-rata same property NOI

 

$

877,005

 

 

 

853,823

 

 

 

23,182

 

Less: Termination fees / expense

 

 

5,007

 

 

 

6,734

 

 

 

(1,727

)

Pro-rata same property NOI, excluding termination fees / expense

 

$

871,998

 

 

 

847,089

 

 

 

24,909

 

Pro-rata same property NOI growth, excluding termination fees / expense

 

 

 

 

 

 

 

 

2.9

%

Real estate revenue increased $30.1 million, on a net basis, as follows:

Base rent increased $30.9 million due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases.

Recoveries from tenants increased $9.9 million due to increases in recoverable expenses and greater recovery rates from higher average occupancy.

Percentage rent increased $3.3 million, primarily due to improved tenant sales.

Termination fees decreased $1.7 million primarily due to termination fees from several tenants at various properties during 2021, both wholly owned and within our partnerships.

Uncollectible lease income decreased $10.9 million primarily driven by the higher level of 2021 collections of previously reserved amounts, which have continued but to a lesser degree in 2022.

Other property income decreased $1.5 million primarily due to a decrease in settlements from 2021.

Real estate operating expenses increased $7.0 million, on a net basis, as follows:

Operating and maintenance increased $7.5 million primarily due to increases in insurance and other reimbursable costs.

Same Property Roll-forward:

Our same property pool includes the following property count, Pro-rata GLA, and changes therein:

 

 

 

2022

 

 

2021

 

(GLA in thousands)

 

Property
Count

 

 

GLA

 

 

Property
Count

 

 

GLA

 

Beginning same property count

 

 

393

 

 

 

41,294

 

 

 

393

 

 

 

40,228

 

Acquired properties owned for entirety of comparable periods (1)

 

 

 

 

 

327

 

 

 

2

 

 

 

924

 

Developments that reached completion by beginning of earliest comparable period presented

 

 

1

 

 

 

72

 

 

 

6

 

 

 

683

 

Disposed properties

 

 

(5

)

 

 

(195

)

 

 

(8

)

 

 

(420

)

SF adjustments (2)

 

 

 

 

 

(115

)

 

 

 

 

 

(121

)

Ending same property count

 

 

389

 

 

 

41,383

 

 

 

393

 

 

 

41,294

 

(1)
Includes an adjustment to GLA arising from the acquisition of our partners' share of properties previously held in the RegCal and USAA partnerships, of which our previous ownership share was already included in our same property pool.
(2)
SF adjustments arising from re-measurements or redevelopments.

58


 

Nareit FFO and Core Operating Earnings:

Our reconciliation of net income attributable to common stock and unit holders to Nareit FFO and to Core Operating Earnings is as follows:

 

(in thousands, except share information)

 

2022

 

 

2021

 

Reconciliation of Net income to Nareit FFO

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

482,865

 

 

 

361,411

 

Adjustments to reconcile to Nareit FFO: (1)

 

 

 

 

 

 

Depreciation and amortization (excluding FF&E)

 

 

344,629

 

 

 

330,364

 

Provision for impairment of real estate

 

 

 

 

 

95,815

 

Gain on sale of real estate

 

 

(121,835

)

 

 

(100,499

)

Exchangeable operating partnership units

 

 

2,105

 

 

 

1,615

 

Nareit FFO attributable to common stock and unit holders

 

$

707,764

 

 

 

688,706

 

Reconciliation of Nareit FFO to Core Operating Earnings

 

 

 

 

 

 

Nareit Funds From Operations

 

$

707,764

 

 

 

688,706

 

Adjustments to reconcile to Core Operating Earnings: (1)

 

 

 

 

 

 

Not Comparable Items

 

 

 

 

 

 

Early extinguishment of debt

 

 

176

 

 

 

 

Promote income

 

 

 

 

 

(13,589

)

Certain Non Cash Items

 

 

 

 

 

 

Straight-line rent

 

 

(11,327

)

 

 

(13,534

)

Uncollectible straight-line rent

 

 

(14,155

)

 

 

(5,965

)

Above/below market rent amortization, net

 

 

(21,434

)

 

 

(23,889

)

Debt premium/discount amortization

 

 

(184

)

 

 

(565

)

Core Operating Earnings

 

$

660,840

 

 

 

631,164

 

(1)
Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interests.

Reconciliation of Same Property NOI to Nearest GAAP Measure:

Our reconciliation of Net income attributable to common stockholders to Same Property NOI, on a Pro-rata basis, is as follows:

 

(in thousands)

 

2022

 

 

2021

 

Net income attributable to common stockholders

 

$

482,865

 

 

 

361,411

 

Less:

 

 

 

 

 

 

Management, transaction, and other fees

 

 

25,851

 

 

 

40,337

 

Other (1)

 

 

51,090

 

 

 

46,860

 

Plus:

 

 

 

 

 

 

Depreciation and amortization

 

 

319,697

 

 

 

303,331

 

General and administrative

 

 

79,903

 

 

 

78,218

 

Other operating expense

 

 

6,166

 

 

 

5,751

 

Other expense

 

 

44,102

 

 

 

132,977

 

Equity in income of investments in real estate excluded from NOI (2)

 

 

35,824

 

 

 

53,119

 

Net income attributable to noncontrolling interests

 

 

5,170

 

 

 

4,877

 

Pro-rata NOI

 

 

896,786

 

 

 

852,487

 

Less non-same property NOI (3)

 

 

(19,781

)

 

 

1,336

 

Pro-rata same property NOI

 

$

877,005

 

 

 

853,823

 

(1)
Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interest.
(2)
Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.
(3)
Includes revenues and expenses attributable to non-same properties, sold properties, development properties, and corporate activities. Also includes adjustments for earnings at the four and seven properties we acquired from our former unconsolidated RegCal and USAA partnerships in 2022 and 2021, respectively, in order to calculate growth on a comparable basis for the periods presented.

59


 

Liquidity and Capital Resources

General

We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.

Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership or by our co-investment partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.

 

We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, and other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flow from operations after funding our dividend, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our co-investment partnerships, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding.

 

We have no unsecured debt maturities in 2023, $250 million of unsecured debt maturing in 2024, and what we believe is a manageable level of secured mortgage maturities during the next 12 months, including those mortgages within our real estate partnerships. Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year.

In addition to our $66.5 million of unrestricted cash, we have the following additional sources of capital available:

 

(in thousands)

 

December 31, 2022

 

ATM equity program (see note 12 to our Consolidated Financial Statements)

 

 

 

Original offering amount

 

$

500,000

 

Available capacity

 

$

350,363

 

Line of Credit (see note 9 to our Consolidated Financial Statements)

 

 

 

Total commitment amount

 

$

1,250,000

 

Available capacity (1)

 

$

1,240,619

 

Maturity (2)

 

March 23, 2025

 

(1)
Net of letters of credit.
(2)
The Company has the option to extend the maturity for two additional six-month periods.

The declaration of dividends is determined quarterly by our Board of Directors. On February 8, 2023, our Board of Directors declared a common stock dividend of $0.65 per share, payable on April 5, 2023, to shareholders of record as of March 15, 2023. While future dividends will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes. We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the years ended December 31, 2022 and 2021, we generated cash flow from operations of $655.8 million and $659.4 million, respectively, and paid $430.1 million and $404.9 million in dividends to our common stock and unit holders, respectively.

 

We currently have development and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common stock dividend payment in January 2023, we estimate that we will require capital during the next 12 months of approximately $351.4 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our co-investment partnerships, and repaying maturing debt. These capital requirements are being impacted by current levels of high inflation resulting in increased costs of construction materials, labor, and services from third party contractors and suppliers. In response, we have implemented mitigation strategies such as entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued challenges from permitting delays, labor shortages, and supply chain disruptions may extend the time to completion of these projects.

 

60


 

If we start new developments or redevelopments, commit to property acquisitions, repay debt prior to maturity, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.

We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2022, 89.5% of our wholly-owned real estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured debt markets and to maintain availability on the Line. Our trailing 12 month fixed charge coverage ratio, including our Pro-rata share of our partnerships, was 4.6x and 4.5x for the periods ended December 31, 2022 and 2021, respectively, and our Pro-rata net debt-to-operating EBITDAre ratio on a trailing 12 month basis was 5.0x and 5.1x, respectively, for the same periods.

Our Line and unsecured debt require that we remain in compliance with various covenants, which are described in note 9 to the Consolidated Financial Statements. We are in compliance with these covenants at December 31, 2022, and expect to remain in compliance. Please also refer to the Risk Factors discussed in Item 1A of Part I herein.

Summary of Cash Flow Activity

The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:

 

(in thousands)

 

2022

 

 

2021

 

 

Change

 

Net cash provided by operating activities

 

$

655,815

 

 

 

659,388

 

 

 

(3,573

)

Net cash used in investing activities

 

 

(206,108

)

 

 

(286,352

)

 

 

80,244

 

Net cash used in financing activities

 

 

(475,958

)

 

 

(656,459

)

 

 

180,501

 

Net (decrease) increase in cash, cash equivalents, and restricted cash

 

 

(26,251

)

 

 

(283,423

)

 

 

257,172

 

Total cash, cash equivalents, and restricted cash

 

$

68,776

 

 

 

95,027

 

 

 

(26,251

)

Net cash provided by operating activities:

Net cash provided by operating activities changed by $3.6 million due to:

$10.5 million decrease in operating cash flow distributions from Investments in real estate partnerships attributable to the reduced portfolio within partnerships and the higher distributions in 2021 from collecting past due rents, partially offset by,
$4.4 million net increase in cash from operations; and
$2.5 million increase driven by cash used in 2021 to settle interest rate swaps on our term loan which was repaid in January 2021

 

Net cash used in investing activities:

Net cash used in investing activities changed by $80.2 million as follows:

 

(in thousands)

 

2022

 

 

2021

 

 

Change

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $3,061 and $2,991 in 2022 and 2021, respectively

 

$

(169,639

)

 

 

(392,051

)

 

 

222,412

 

Real estate development and capital improvements

 

 

(195,418

)

 

 

(177,631

)

 

 

(17,787

)

Proceeds from sale of real estate

 

 

143,133

 

 

 

206,193

 

 

 

(63,060

)

Collection (issuance) of notes receivable, net

 

 

1,823

 

 

 

(20

)

 

 

1,843

 

Investments in real estate partnerships

 

 

(36,266

)

 

 

(23,476

)

 

 

(12,790

)

Return of capital from investments in real estate partnerships

 

 

48,473

 

 

 

99,945

 

 

 

(51,472

)

Dividends on investment securities

 

 

1,113

 

 

 

813

 

 

 

300

 

Acquisition of investment securities

 

 

(21,112

)

 

 

(23,971

)

 

 

2,859

 

Proceeds from sale of investment securities

 

 

21,785

 

 

 

23,846

 

 

 

(2,061

)

Net cash used in investing activities

 

$

(206,108

)

 

 

(286,352

)

 

 

80,244

 

 

Significant changes in investing activities include:

We paid $169.6 million to purchase seven operating properties during 2022, including four properties in which we previously held a 25% interest through an unconsolidated Investment in real estate partnership. We paid $392.1 million for the acquisition of 12 operating properties during 2021, including seven properties in which we previously held a 20% interest through an unconsolidated Investment in real estate partnership.

61


 

We invested $17.8 million more in 2022 than 2021 in real estate development, redevelopment, and capital improvements, as further detailed in the tables below.
We sold two operating properties, four land parcels, and one development project interest in 2022 for proceeds of $143.1 million compared to seven operating properties and five land parcels in 2021 for proceeds of $206.2 million.
We collected $1.8 million in notes receivable during 2022.
We invested $36.3 million in our real estate partnerships during 2022, including:
o
$6.1 million to fund our share of acquiring one operating property within an existing co-investment partnership,
o
$20.2 million to fund our share of secured debt maturities, and
o
$10.0 million to fund our share of development and redevelopment activities.

During the same period in 2021, we invested $23.5 million in our real estate partnerships, including:

o
$18.7 million to fund our share of debt refinancing activities, and
o
$4.8 million to fund our share of development and redevelopment activities.
Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds. The $48.5 million received in 2022 is our share of $11.6 million from debt refinancing activities and $36.9 million from real estate sales. The $99.9 million received in 2021 is our share of $28.1 million proceeds from debt refinancing activities and $71.8 million proceeds from real estate sales.
Acquisition of securities and proceeds from sale of securities pertain to investment activities held in our captive insurance company and our deferred compensation plan.

We plan to continue developing and redeveloping shopping centers for long-term investment. During 2022, we deployed capital of $195.4 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:

 

(in thousands)

 

2022

 

 

2021

 

 

Change

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

Land acquisitions

 

$

12,484

 

 

 

11,820

 

 

 

664

 

Building and tenant improvements

 

 

75,420

 

 

 

53,752

 

 

 

21,668

 

Redevelopment costs

 

 

68,730

 

 

 

78,056

 

 

 

(9,326

)

Development costs

 

 

27,861

 

 

 

19,426

 

 

 

8,435

 

Capitalized interest

 

 

4,133

 

 

 

4,085

 

 

 

48

 

Capitalized direct compensation

 

 

6,790

 

 

 

10,492

 

 

 

(3,702

)

Real estate development and capital improvements

 

$

195,418

 

 

 

177,631

 

 

 

17,787

 

We paid $12.5 million to acquire one land parcel for development and one land parcel formerly under ground lease at one of our existing centers in 2022, and paid $11.8 million in 2021 to purchase land formerly under ground leases at two of our existing centers.
Building and tenant improvements increased $21.7 million during the year ended December 31, 2022, primarily related to the timing of capital projects.
Redevelopment costs decreased $9.3 million during 2022 due to the timing and magnitude of projects in process. We intend to continuously improve our portfolio of shopping centers through redevelopment which may include adjacent land acquisition, existing building expansion, facade renovation, new out-parcel building construction, and redevelopment related tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our redevelopment projects.
Development costs increased $8.4 million based on the timing and magnitude of our development projects currently in process. See the tables below for more details about our development projects.

 

62


 

Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor opens for business. If we reduce our development and redevelopment activity, the amount of interest that we capitalize may be lower than historical averages.
We have a staff of employees who directly support our development program, which includes redevelopment of our existing properties. Internal compensation costs directly attributable to these activities are capitalized as part of each project.

The following table summarizes our development projects in-process and completed:

 

(in thousands, except cost PSF)

 

 

 

 

 

 

 

 

 

December 31, 2022

 

Property Name

 

Market

 

Ownership

 

Start Date

 

Estimated Stabilization Year (1)

 

Estimated / Actual Net
Development
Costs
 (2) (3)

 

 

GLA (3)

 

 

Cost PSF
of GLA
 (2) (3)

 

 

% of Costs
Incurred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Glenwood Green

 

Old Bridge, NJ

 

70%

 

Q1-22

 

2025

 

$

45,530

 

 

 

248

 

 

$

184

 

 

 

45

%

Eastfield at Baybrook - Phase 1B

 

Houston, TX

 

50%

 

Q2-22

 

2025

 

 

10,384

 

 

 

25

 

 

 

415

 

 

 

37

%

Total Developments In-Process

 

 

 

 

 

 

 

$

55,914

 

 

 

273

 

 

$

205

 

 

 

44

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrytown Exchange - Phase I & II

 

Richmond, VA

 

64%

 

Q4-18

 

2024

 

$

29,268

 

 

 

74

 

 

$

396

 

 

 

 

East San Marco

 

Jacksonville, FL

 

100%

 

Q4-20

 

2023

 

 

18,970

 

 

 

59

 

 

 

322

 

 

 

 

Total Developments Completed

 

 

 

 

 

 

 

$

48,238

 

 

 

133

 

 

$

363

 

 

 

 

(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.
(4)
Estimated Net Development Costs for Baybrook East 1A is limited to our ownership interest in the value of land and site improvements to deliver a parcel to a grocer, under a ground lease agreement, to construct their building and improvements. This property is included in our Investments in real estate partnerships.

The following table summarizes our redevelopment projects in-process and completed:

 

(in thousands)

 

 

 

 

 

 

 

December 31, 2022

 

Property Name

 

Market

 

Ownership

 

Start Date

 

Estimated Stabilization Year (1)

 

Estimated Incremental Project Costs (2) (3)

 

 

GLA (3)

 

 

% of Costs Incurred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

The Crossing Clarendon

 

Metro, DC

 

100%

 

Q4-18

 

2024

 

$

56,002

 

 

 

129

 

 

 

71

%

The Abbot

 

Boston, MA

 

100%

 

Q2-19

 

2024

 

 

59,033

 

 

 

64

 

 

 

87

%

Westbard Square Phase I

 

Bethesda, MD

 

100%

 

Q2-21

 

2025

 

 

37,269

 

 

 

123

 

 

 

47

%

Buckhead Landing

 

Atlanta, GA

 

100%

 

Q2-22

 

2025

 

 

27,709

 

 

 

152

 

 

 

10

%

Town & Country Center

 

Los Angeles, CA

 

35%

 

Q4-22

 

2027

 

 

24,525

 

 

 

51

 

 

 

3

%

Various Properties

 

Various

 

20%-100%

 

Various

 

Various

 

 

40,403

 

 

 

1,502

 

 

 

46

%

Total Redevelopments In-Process

 

 

 

 

 

 

 

$

244,941

 

 

 

2,021

 

 

 

52

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

Sheridan Plaza

 

Hollywood, FL

 

100%

 

Q3-19

 

2023

 

$

11,915

 

 

 

507

 

 

 

 

Preston Oaks

 

Dallas, TX

 

100%

 

Q4-20

 

2023

 

 

19,658

 

 

 

103

 

 

 

 

Serramonte Center-Phases 1 & 2

 

San Francisco, CA

 

100%

 

Q4-20

 

2022

 

 

33,229

 

 

 

1,072

 

 

 

 

Various Properties

 

Various

 

100%

 

Various

 

Various

 

 

8,916

 

 

 

243

 

 

 

 

Total Redevelopments Completed

 

 

 

 

 

 

 

$

73,718

 

 

 

1,925

 

 

 

 

(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.

63


 

Net cash used in financing activities:

Net cash flows used in financing activities changed during 2022, as follows:

 

(in thousands)

 

2022

 

 

2021

 

 

Change

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuances

 

$

61,284

 

 

 

82,510

 

 

 

(21,226

)

Repurchase of common shares in conjunction with equity award plans

 

 

(6,447

)

 

 

(4,083

)

 

 

(2,364

)

Common shares repurchased through share repurchase program

 

 

(75,419

)

 

 

 

 

 

(75,419

)

Distributions to limited partners in consolidated partnerships, net

 

 

(7,245

)

 

 

(4,345

)

 

 

(2,900

)

Dividend payments and operating partnership distributions

 

 

(430,143

)

 

 

(404,900

)

 

 

(25,243

)

Repayments of unsecured credit facilities, net

 

 

 

 

 

(265,000

)

 

 

265,000

 

Debt repayment, including early redemption costs

 

 

(17,964

)

 

 

(53,269

)

 

 

35,305

 

Payment of loan costs

 

 

(88

)

 

 

(7,468

)

 

 

7,380

 

Proceeds from sale of treasury stock, net

 

 

64

 

 

 

96

 

 

 

(32

)

Net cash used in financing activities

 

$

(475,958

)

 

 

(656,459

)

 

 

180,501

 

Significant financing activities during the years ended December 31, 2022 and 2021 included the following:

We received proceeds of $61.3 million, net of issue costs, in April 2022 upon settling forward equity sales under our ATM program. During 2021, we received proceeds of $82.5 million, net of issue costs, upon settling forward equity sales under our ATM program.
We repurchased for cash a portion of the common stock granted to employees for stock based compensation to satisfy employee tax withholding requirements, which totaled $6.4 million and $4.1 million during the years ended December 31, 2022 and 2021, respectively.
We paid $75.4 million to repurchase 1,294,201 common shares through our Authorized Repurchase Program during 2022.
We paid $7.2 million, net to limited partners, including $15.0 million in distributions to limited partners for both operating cash flows as well as a partner buyout, partially offset by $7.8 million of contributions from limited partners in new consolidated Investments in real estate partnerships during 2022. During 2021, we paid $4.3 million in distributions to limited partners.
We paid $25.2 million more in dividends primarily as a result of an increase in our dividend rate per share.
We had the following debt related activity during 2022:
o
We paid $18.0 million for secured debt payments, including:
$6.0 million to repay one mortgage, and
$12.0 million in principal mortgage payments.
We had the following debt related activity during 2021:
o
We paid $265 million to repay our outstanding term loan, and
o
We paid $53.3 million for secured debt payments, including:
$42.0 million to repay four mortgages; and
$11.3 million in principal mortgage payments.
o
We paid $7.5 million of loan costs in connection with the renewal of our Line.

 

64


 

Contractual Obligations

We have contractual obligations at December 31, 2022, which are discussed in our notes to Consolidated Financial Statements and include:

Mortgage loans, unsecured notes, and unsecured credit facilities as discussed in note 9, and related interest rate swaps as discussed in note 10;
We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. We also have non-cancelable operating leases pertaining to office space from which we conduct our business. These lease obligations are discussed in note 7;
Our share of mortgage loans within our Investments in real estate partnerships, as discussed in note 4;
Letters of credit of $9.4 million issued to cover our captive insurance program and performance obligations on certain development projects, the latter of which will be satisfied upon completion of the development projects;
Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in note 14; and
We will also incur obligations related to construction or development contracts on projects in process; however, future amounts under these construction contracts are not due until future satisfactory performance under the contracts.

 

Critical Accounting Estimates

Knowledge about our accounting policies is necessary for a complete understanding of our Consolidated Financial Statements. The preparation of our Consolidated Financial Statements requires that we make certain estimates that impact the balance of assets and liabilities as of a financial statement date and the reported amount of income and expenses during a financial reporting period. These accounting estimates are based upon, but not limited to, our judgments about historical and expected future results, current market conditions, and interpretation of industry accounting standards. While the following is not intended to be a comprehensive list of our accounting estimates, the estimates discussed below are believed to be critical because of their significance to the Consolidated Financial Statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize could differ from such estimates.

Valuation of Real Estate Investments

In accordance with GAAP, we evaluate our real estate for impairment whenever there are events or changes in circumstances, including property operating performance, general market conditions or changes in expected hold periods, that indicate that the carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. If such events or changes occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, comparable sales information, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over the estimated fair value.

The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow method uses similar assumptions to the undiscounted cash flow method above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimation of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information. Changes in events or changes in circumstances may alter the expected hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.

Recent Accounting Pronouncements

See note 1 to Consolidated Financial Statements.

 

65


 

Environmental Matters

We are subject to numerous environmental laws and regulations as they apply to our shopping centers, pertaining primarily to chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our leases. We carry an environmental insurance policy for certain third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also secured environmental insurance policies, where appropriate, on a relatively small number of specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.

As of December 31, 2022, we had accrued liabilities of $12.1 million for our Pro-rata share of environmental remediation, including our Investments in real estate partnerships. We believe that the ultimate remediation of currently known environmental matters will not have a material effect on our financial position, cash flows, or results of operations. We can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental contamination; that our estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to two significant components of interest rate risk:

We have a Line commitment, as further described in note 9 to the Consolidated Financial Statements, which has a variable interest rate that as of December 31, 2022, was based upon an annual rate of LIBOR plus 0.865%. On January 12, 2023, the Line was amended to convert the reference rate from LIBOR to the secured overnight financing rate ("SOFR") plus a 10 basis point market adjustment, with no changes in the applicable margin, which is dependent upon maintaining specific credit ratings. The current applicable margin is 0.865%. If our credit ratings are downgraded, the margin on the Line would increase, resulting in higher interest costs. The interest rate plus applicable margin based on our credit rating ranges from SOFR plus 0.690% to SOFR plus 1.540%.
We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.

We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or fund our commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility and rising interest rates will adversely impact the interest rates on any new debt that we may issue.

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2022. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of December 31, 2022, and are subject to change on a monthly basis. In addition, the Company continually assesses the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $42,500 per year based on $4.3 million of floating rate mortgage debt outstanding at December 31, 2022. If the Company increases its line of credit balance in the future, additional decreases to future earnings and cash flows could occur.

66


 

Further, the table below incorporates only those exposures that exist as of December 31, 2022, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.

The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of December 31, 2022.

 

(dollars in thousands)

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

Thereafter

 

 

Total

 

 

Fair Value

 

Fixed rate debt (1)

 

$

69,078

 

 

 

345,607

 

 

 

293,732

 

 

 

316,287

 

 

 

666,703

 

 

 

2,053,192

 

 

 

3,744,599

 

 

 

3,329,135

 

Average interest rate for all fixed rate debt (2)

 

 

3.82

%

 

 

3.82

%

 

 

3.83

%

 

 

3.84

%

 

 

3.84

%

 

 

3.89

%

 

 

 

 

 

 

Variable rate SOFR debt (1)

 

$

 

 

 

 

 

 

4,250

 

 

 

 

 

 

 

 

 

 

 

 

4,250

 

 

 

4,243

 

Average interest rate for all variable rate debt (2)

 

 

3.07

%

 

 

3.07

%

 

 

3.07

%

 

 

%

 

 

%

 

 

%

 

 

 

 

 

 

(1)
Reflects amount of debt maturities during each of the years presented as of December 31, 2022.
(2)
Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of December 31, 2022, was used to determine the average interest rate for all future periods.

 

Item 8. Consolidated Financial Statements and Supplementary Data

Regency Centers Corporation and Regency Centers, L.P.

Index to Financial Statements

 

 

 

Reports of Independent Registered Public Accounting Firm

68

 

 

Regency Centers Corporation:

 

Consolidated Balance Sheets as of December 31, 2022 and 2021

74

Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020

75

Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020

76

Consolidated Statements of Equity for the years ended December 31, 2022, 2021, and 2020

77

Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020

80

 

 

Regency Centers, L.P.:

 

Consolidated Balance Sheets as of December 31, 2022 and 2021

82

Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020

83

Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020

84

Consolidated Statements of Capital for the years ended December 31, 2022, 2021, and 2020

85

Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020

87

 

 

Notes to Consolidated Financial Statements

89

 

 

Financial Statement Schedule

 

Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2022

122

 

All other schedules are omitted because of the absence of conditions under which they are required, materiality or because information required therein is shown in the Consolidated Financial Statements or notes thereto.

67


 

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Regency Centers Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 17, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
 

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of expected hold periods for certain real estate assets

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $9.4 billion as of December 31, 2022. The Company evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.

We identified the Company’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Company that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.

 

68


 

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Company’s assessment of events or changes in circumstances that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected holding period, we:

inquired of management and obtained written representations regarding potential property disposal plans, if any
read minutes of the meetings of the Company’s board of directors
inquired about the Company’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
compared management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity
inspected listings from external sources of real estate properties for sale by the Company.

/s/ KPMG LLP

We have served as the Company's auditor since 1993.

Jacksonville, Florida

February 17, 2023

 

 

69


 

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Regency Centers Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 17, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Jacksonville, Florida

February 17, 2023

 

 

70


 

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Regency Centers Corporation

and the Partners of Regency Centers, L.P.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 17, 2023 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of expected hold periods for certain real estate assets

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $9.4 billion as of December 31, 2022. The Partnership evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.

We identified the Partnership’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Partnership that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.

 

71


 

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Partnership’s assessment of events or changes in circumstances that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected hold period, we:

inquired of management and obtained written representations regarding potential property disposal plans, if any
read minutes of the meetings of the general partner’s board of directors
inquired about the Partnership’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
compared management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity
inspected listings from external sources of real estate properties for sale by the Partnership.

/s/ KPMG LLP

We have served as the Partnership's auditor since 1998.

Jacksonville, Florida

February 17, 2023

 

 

72


 

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Regency Centers Corporation

and the Partners of Regency Centers, L.P.:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers, L.P. and subsidiaries' (the Partnership) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 17, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Jacksonville, Florida

February 17, 2023

73


 

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

December 31, 2022 and 2021

(in thousands, except share data)

 

 

 

2022

 

 

2021

 

Assets

 

 

 

 

 

 

Net real estate investments:

 

 

 

 

 

 

Real estate assets, at cost (note 1)

 

$

11,858,064

 

 

 

11,495,581

 

Less: accumulated depreciation

 

 

2,415,860

 

 

 

2,174,963

 

Real estate assets, net

 

 

9,442,204

 

 

 

9,320,618

 

Investments in real estate partnerships (note 4)

 

 

350,377

 

 

 

372,591

 

Net real estate investments

 

 

9,792,581

 

 

 

9,693,209

 

Properties held for sale

 

 

 

 

 

25,574

 

Cash, cash equivalents, and restricted cash, including $2,310 and $1,930 of restricted cash at December 31, 2022 and 2021, respectively (note 1)

 

 

68,776

 

 

 

95,027

 

Tenant and other receivables (note 1)

 

 

188,863

 

 

 

153,091

 

Deferred leasing costs, less accumulated amortization of $117,137 and $117,878 at December 31, 2022 and 2021, respectively

 

 

68,945

 

 

 

65,741

 

Acquired lease intangible assets, less accumulated amortization of $338,053 and $312,186 at December 31, 2022 and 2021, respectively (note 6)

 

 

197,745

 

 

 

212,707

 

Right of use assets, net

 

 

275,513

 

 

 

280,783

 

Other assets (note 5)

 

 

267,797

 

 

 

266,431

 

Total assets

 

$

10,860,220

 

 

 

10,792,563

 

Liabilities and Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable (note 9)

 

$

3,726,754

 

 

 

3,718,944

 

Accounts payable and other liabilities

 

 

317,259

 

 

 

322,271

 

Acquired lease intangible liabilities, less accumulated amortization of $193,315 and $172,293 at December 31, 2022 and 2021, respectively (note 6)

 

 

354,204

 

 

 

363,276

 

Lease liabilities

 

 

213,722

 

 

 

215,788

 

Tenants’ security, escrow deposits and prepaid rent

 

 

70,242

 

 

 

62,352

 

Total liabilities

 

 

4,682,181

 

 

 

4,682,631

 

Commitments and contingencies (note 16)

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Stockholders’ equity (note 12):

 

 

 

 

 

 

Common stock $0.01 par value per share, 220,000,000 shares authorized; 171,124,593 and 171,213,008 shares issued at December 31, 2022 and 2021, respectively

 

 

1,711

 

 

 

1,712

 

Treasury stock at cost, 465,415 and 427,901 shares held at December 31, 2022 and 2021, respectively

 

 

(24,461

)

 

 

(22,758

)

Additional paid-in capital

 

 

7,877,152

 

 

 

7,883,458

 

Accumulated other comprehensive income (loss)

 

 

7,560

 

 

 

(10,227

)

Distributions in excess of net income

 

 

(1,764,977

)

 

 

(1,814,814

)

Total stockholders’ equity

 

 

6,096,985

 

 

 

6,037,371

 

Noncontrolling interests (note 12):

 

 

 

 

 

 

Exchangeable operating partnership units, aggregate redemption value of $46,340 and $56,844 at December 31, 2022 and 2021, respectively

 

 

34,489

 

 

 

35,447

 

Limited partners’ interests in consolidated partnerships (note 1)

 

 

46,565

 

 

 

37,114

 

Total noncontrolling interests

 

 

81,054

 

 

 

72,561

 

Total equity

 

 

6,178,039

 

 

 

6,109,932

 

Total liabilities and equity

 

$

10,860,220

 

 

 

10,792,563

 

See accompanying notes to Consolidated Financial Statements.

74


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

For the years ended December 31, 2022, 2021, and 2020

(in thousands, except per share data)

 

 

 

2022

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

Lease income

 

$

1,187,452

 

 

 

1,113,368

 

 

 

980,166

 

Other property income

 

 

10,719

 

 

 

12,456

 

 

 

9,508

 

Management, transaction, and other fees

 

 

25,851

 

 

 

40,337

 

 

 

26,501

 

Total revenues

 

 

1,224,022

 

 

 

1,166,161

 

 

 

1,016,175

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

319,697

 

 

 

303,331

 

 

 

345,900

 

Property operating expense

 

 

196,148

 

 

 

184,553

 

 

 

170,073

 

Real estate taxes

 

 

149,795

 

 

 

142,129

 

 

 

143,004

 

General and administrative

 

 

79,903

 

 

 

78,218

 

 

 

75,001

 

Other operating expenses

 

 

6,166

 

 

 

5,751

 

 

 

12,642

 

Total operating expenses

 

 

751,709

 

 

 

713,982

 

 

 

746,620

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

146,186

 

 

 

145,170

 

 

 

156,678

 

Goodwill impairment

 

 

 

 

 

 

 

 

132,128

 

Provision for impairment of real estate

 

 

 

 

 

84,389

 

 

 

18,536

 

Gain on sale of real estate, net of tax

 

 

(109,005

)

 

 

(91,119

)

 

 

(67,465

)

Early extinguishment of debt

 

 

 

 

 

 

 

 

21,837

 

Net investment loss (income)

 

 

6,921

 

 

 

(5,463

)

 

 

(5,307

)

Total other expense (income)

 

 

44,102

 

 

 

132,977

 

 

 

256,407

 

Income from operations before equity in income of investments in real estate partnerships

 

 

428,211

 

 

 

319,202

 

 

 

13,148

 

Equity in income of investments in real estate partnerships (note 4)

 

 

59,824

 

 

 

47,086

 

 

 

34,169

 

Net income

 

 

488,035

 

 

 

366,288

 

 

 

47,317

 

Noncontrolling interests:

 

 

 

 

 

 

 

 

 

Exchangeable operating partnership units

 

 

(2,105

)

 

 

(1,615

)

 

 

(203

)

Limited partners’ interests in consolidated partnerships

 

 

(3,065

)

 

 

(3,262

)

 

 

(2,225

)

Income attributable to noncontrolling interests

 

 

(5,170

)

 

 

(4,877

)

 

 

(2,428

)

Net income attributable to common stockholders

 

$

482,865

 

 

 

361,411

 

 

 

44,889

 

Income per common share - basic (note 15)

 

$

2.82

 

 

 

2.12

 

 

 

0.27

 

Income per common share - diluted (note 15)

 

$

2.81

 

 

 

2.12

 

 

 

0.26

 

See accompanying notes to Consolidated Financial Statements.

75


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2022, 2021, and 2020

(in thousands)

 

 

 

2022

 

 

2021

 

 

2020

 

Net income

 

$

488,035

 

 

 

366,288

 

 

 

47,317

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

20,061

 

 

 

5,391

 

 

 

(19,187

)

Reclassification adjustment of derivative instruments included in net income

 

 

833

 

 

 

4,141

 

 

 

11,262

 

Unrealized (loss) gain on available-for-sale securities

 

 

(1,309

)

 

 

(405

)

 

 

320

 

Other comprehensive income (loss)

 

 

19,585

 

 

 

9,127

 

 

 

(7,605

)

Comprehensive income

 

 

507,620

 

 

 

375,415

 

 

 

39,712

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

5,170

 

 

 

4,877

 

 

 

2,428

 

Other comprehensive income (loss) attributable to noncontrolling interests

 

 

1,798

 

 

 

729

 

 

 

(977

)

Comprehensive income attributable to noncontrolling interests

 

 

6,968

 

 

 

5,606

 

 

 

1,451

 

Comprehensive income attributable to the Company

 

$

500,652

 

 

 

369,809

 

 

 

38,261

 

See accompanying notes to Consolidated Financial Statements.

76


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the years ended December 31, 2022, 2021, and 2020

(in thousands, except per share data)

77


 

 

 

 

Stockholders' Equity

 

 

Noncontrolling Interests

 

 

 

 

 

 

Common
Stock

 

 

Treasury
Stock

 

 

Additional
Paid In
Capital

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Distributions
in Excess of
Net Income

 

 

Total
Stockholders’
Equity

 

 

Exchangeable
Operating
Partnership
Units

 

 

Limited
Partners’
Interest in
Consolidated
Partnerships

 

 

Total
Noncontrolling
Interests

 

 

Total
Equity

 

Balance at December 31, 2019

 

$

1,676

 

 

 

(23,199

)

 

 

7,654,930

 

 

 

(11,997

)

 

 

(1,408,062

)

 

 

6,213,348

 

 

 

36,100

 

 

 

40,513

 

 

 

76,613

 

 

 

6,289,961

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44,889

 

 

 

44,889

 

 

 

203

 

 

 

2,225

 

 

 

2,428

 

 

 

47,317

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before reclassifications

 

 

 

 

 

 

 

 

 

 

 

(17,589

)

 

 

 

 

 

(17,589

)

 

 

(79

)

 

 

(1,199

)

 

 

(1,278

)

 

 

(18,867

)

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

10,961

 

 

 

 

 

 

10,961

 

 

 

50

 

 

 

251

 

 

 

301

 

 

 

11,262

 

Deferred compensation plan, net

 

 

 

 

 

(1,237

)

 

 

1,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock issued, net of amortization

 

 

2

 

 

 

 

 

 

14,246

 

 

 

 

 

 

 

 

 

14,248

 

 

 

 

 

 

 

 

 

 

 

 

14,248

 

Common stock repurchased for taxes withheld for stock based compensation, net

 

 

 

 

 

 

 

 

(5,059

)

 

 

 

 

 

 

 

 

(5,059

)

 

 

 

 

 

 

 

 

 

 

 

(5,059

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

1,139

 

 

 

 

 

 

 

 

 

1,139

 

 

 

 

 

 

 

 

 

 

 

 

1,139

 

Common stock issued, net of issuance costs

 

 

19

 

 

 

 

 

 

125,589

 

 

 

 

 

 

 

 

 

125,608

 

 

 

 

 

 

 

 

 

 

 

 

125,608

 

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

606

 

 

 

606

 

 

 

606

 

Issuance of exchangeable operating partnership units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,275

 

 

 

 

 

 

1,275

 

 

 

1,275

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,888

)

 

 

(4,888

)

 

 

(4,888

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($2.380 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(402,633

)

 

 

(402,633

)

 

 

(1,822

)

 

 

 

 

 

(1,822

)

 

 

(404,455

)

Balance at December 31, 2020

 

$

1,697

 

 

 

(24,436

)

 

 

7,792,082

 

 

 

(18,625

)

 

 

(1,765,806

)

 

 

5,984,912

 

 

 

35,727

 

 

 

37,508

 

 

 

73,235

 

 

 

6,058,147

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

361,411

 

 

 

361,411

 

 

 

1,615

 

 

 

3,262

 

 

 

4,877

 

 

 

366,288

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

 

 

 

 

 

 

4,603

 

 

 

 

 

 

4,603

 

 

 

23

 

 

 

360

 

 

 

383

 

 

 

4,986

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

3,795

 

 

 

 

 

 

3,795

 

 

 

17

 

 

 

329

 

 

 

346

 

 

 

4,141

 

Deferred compensation plan, net

 

 

 

 

 

1,678

 

 

 

(1,603

)

 

 

 

 

 

 

 

 

75

 

 

 

 

 

 

 

 

 

 

 

 

75

 

Restricted stock issued, net of amortization

 

 

2

 

 

 

 

 

 

12,650

 

 

 

 

 

 

 

 

 

12,652

 

 

 

 

 

 

 

 

 

 

 

 

12,652

 

Common stock repurchased for taxes withheld for stock based compensation, net

 

 

 

 

 

 

 

 

(3,553

)

 

 

 

 

 

 

 

 

(3,553

)

 

 

 

 

 

 

 

 

 

 

 

(3,553

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

1,286

 

 

 

 

 

 

 

 

 

1,286

 

 

 

 

 

 

 

 

 

 

 

 

1,286

 

Common stock issued for partnership units exchanged

 

 

 

 

 

 

 

 

99

 

 

 

 

 

 

 

 

 

99

 

 

 

(99

)

 

 

 

 

 

(99

)

 

 

 

Common stock issued, net of issuance costs

 

 

13

 

 

 

 

 

 

82,497

 

 

 

 

 

 

 

 

 

82,510

 

 

 

 

 

 

 

 

 

 

 

 

82,510

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,345

)

 

 

(4,345

)

 

 

(4,345

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($2.410 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(410,419

)

 

 

(410,419

)

 

 

(1,836

)

 

 

 

 

 

(1,836

)

 

 

(412,255

)

Balance at December 31, 2021

 

$

1,712

 

 

 

(22,758

)

 

 

7,883,458

 

 

 

(10,227

)

 

 

(1,814,814

)

 

 

6,037,371

 

 

 

35,447

 

 

 

37,114

 

 

 

72,561

 

 

 

6,109,932

 

 

78


 

 

 

 

Stockholders' Equity

 

 

Noncontrolling Interests

 

 

 

 

 

 

Common
Stock

 

 

Treasury
Stock

 

 

Additional
Paid In
Capital

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Distributions
in Excess of
Net Income

 

 

Total
Stockholders’
Equity

 

 

Exchangeable
Operating
Partnership
Units

 

 

Limited
Partners’
Interest in
Consolidated
Partnerships

 

 

Total
Noncontrolling
Interests

 

 

Total
Equity

 

Balance at December 31, 2021

 

$

1,712

 

 

 

(22,758

)

 

 

7,883,458

 

 

 

(10,227

)

 

 

(1,814,814

)

 

 

6,037,371

 

 

 

35,447

 

 

 

37,114

 

 

 

72,561

 

 

 

6,109,932

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

482,865

 

 

 

482,865

 

 

 

2,105

 

 

 

3,065

 

 

 

5,170

 

 

 

488,035

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

 

 

 

 

 

 

17,008

 

 

 

 

 

 

17,008

 

 

 

80

 

 

 

1,664

 

 

 

1,744

 

 

 

18,752

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

779

 

 

 

 

 

 

779

 

 

 

5

 

 

 

49

 

 

 

54

 

 

 

833

 

Deferred compensation plan, net

 

 

 

 

 

(1,703

)

 

 

1,702

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

(1

)

Restricted stock issued, net of amortization

 

 

2

 

 

 

 

 

 

16,665

 

 

 

 

 

 

 

 

 

16,667

 

 

 

 

 

 

 

 

 

 

 

 

16,667

 

Common stock repurchased for taxes withheld for stock based compensation, net

 

 

 

 

 

 

 

 

(5,858

)

 

 

 

 

 

 

 

 

(5,858

)

 

 

 

 

 

 

 

 

 

 

 

(5,858

)

Common stock repurchased and retired

 

 

(13

)

 

 

 

 

 

(75,406

)

 

 

 

 

 

 

 

 

(75,419

)

 

 

 

 

 

 

 

 

 

 

 

(75,419

)

Common stock issued under dividend reinvestment plan

 

 

 

 

 

 

 

 

524

 

 

 

 

 

 

 

 

 

524

 

 

 

 

 

 

 

 

 

 

 

 

524

 

Common stock issued for partnership units exchanged

 

 

 

 

 

 

 

 

1,275

 

 

 

 

 

 

 

 

 

1,275

 

 

 

(1,275

)

 

 

 

 

 

(1,275

)

 

 

 

Common stock issued, net of issuance costs

 

 

10

 

 

 

 

 

 

61,274

 

 

 

 

 

 

 

 

 

61,284

 

 

 

 

 

 

 

 

 

 

 

 

61,284

 

Reallocation of noncontrolling interest, net of transaction costs

 

 

 

 

 

 

 

 

(6,482

)

 

 

 

 

 

 

 

 

(6,482

)

 

 

 

 

 

6,266

 

 

 

6,266

 

 

 

(216

)

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,223

 

 

 

13,223

 

 

 

13,223

 

Distributions to partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,816

)

 

 

(14,816

)

 

 

(14,816

)

Cash dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock/unit ($2.525 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(433,028

)

 

 

(433,028

)

 

 

(1,873

)

 

 

 

 

 

(1,873

)

 

 

(434,901

)

Balance at December 31, 2022

 

$

1,711

 

 

 

(24,461

)

 

 

7,877,152

 

 

 

7,560

 

 

 

(1,764,977

)

 

 

6,096,985

 

 

 

34,489

 

 

 

46,565

 

 

 

81,054

 

 

 

6,178,039

 

See accompanying notes to Consolidated Financial Statements.

 

79


 

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the years ended December 31, 2022, 2021, and 2020

(in thousands)

 

 

 

2022

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

488,035

 

 

 

366,288

 

 

 

47,317

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

319,697

 

 

 

303,331

 

 

 

345,900

 

Amortization of deferred loan costs and debt premiums

 

 

5,799

 

 

 

6,003

 

 

 

9,023

 

(Accretion) and amortization of above and below market lease intangibles, net

 

 

(20,995

)

 

 

(22,936

)

 

 

(40,540

)

Stock-based compensation, net of capitalization

 

 

16,521

 

 

 

12,515

 

 

 

13,581

 

Equity in income of investments in real estate partnerships

 

 

(59,824

)

 

 

(47,086

)

 

 

(34,169

)

Gain on sale of real estate, net of tax

 

 

(109,005

)

 

 

(91,119

)

 

 

(67,465

)

Provision for impairment of real estate

 

 

 

 

 

84,389

 

 

 

18,536

 

Goodwill impairment

 

 

 

 

 

 

 

 

132,128

 

Early extinguishment of debt

 

 

 

 

 

 

 

 

21,837

 

Distribution of earnings from investments in real estate partnerships

 

 

61,416

 

 

 

71,934

 

 

 

47,703

 

Settlement of derivative instrument

 

 

 

 

 

(2,472

)

 

 

 

Deferred compensation (revenue) expense

 

 

(6,128

)

 

 

4,572

 

 

 

4,668

 

Realized and unrealized loss (gain) on investments

 

 

7,040

 

 

 

(5,348

)

 

 

(5,519

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

(35,274

)

 

 

(24,869

)

 

 

16,944

 

Deferred leasing costs

 

 

(10,801

)

 

 

(6,966

)

 

 

(6,973

)

Other assets

 

 

1,292

 

 

 

(1,226

)

 

 

(1,200

)

Accounts payable and other liabilities

 

 

(9,088

)

 

 

6,677

 

 

 

997

 

Tenants’ security, escrow deposits and prepaid rent

 

 

7,130

 

 

 

5,701

 

 

 

(3,650

)

Net cash provided by operating activities

 

 

655,815

 

 

 

659,388

 

 

 

499,118

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $3,061 and $2,991 in 2022 and 2021, respectively

 

 

(169,639

)

 

 

(392,051

)

 

 

(16,767

)

Real estate development and capital improvements

 

 

(195,418

)

 

 

(177,631

)

 

 

(180,804

)

Proceeds from sale of real estate

 

 

143,133

 

 

 

206,193

 

 

 

189,444

 

Proceeds from property insurance casualty claims

 

 

 

 

 

 

 

 

7,957

 

Collection (issuance) of notes receivable, net

 

 

1,823

 

 

 

(20

)

 

 

(1,340

)

Investments in real estate partnerships

 

 

(36,266

)

 

 

(23,476

)

 

 

(51,440

)

Return of capital from investments in real estate partnerships

 

 

48,473

 

 

 

99,945

 

 

 

32,125

 

Dividends on investment securities

 

 

1,113

 

 

 

813

 

 

 

353

 

Acquisition of investment securities

 

 

(21,112

)

 

 

(23,971

)

 

 

(25,155

)

Proceeds from sale of investment securities

 

 

21,785

 

 

 

23,846

 

 

 

19,986

 

Net cash used in investing activities

 

 

(206,108

)

 

 

(286,352

)

 

 

(25,641

)

 

80


 

 

 

 

2022

 

 

2021

 

 

2020

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

61,284

 

 

 

82,510

 

 

 

125,608

 

Repurchase of common shares in conjunction with equity award plans

 

 

(6,447

)

 

 

(4,083

)

 

 

(5,512

)

Proceeds from sale of treasury stock

 

 

64

 

 

 

96

 

 

 

269

 

Common shares repurchased through share repurchase program

 

 

(75,419

)

 

 

 

 

 

 

Distributions to limited partners in consolidated partnerships, net

 

 

(7,245

)

 

 

(4,345

)

 

 

(2,770

)

Distributions to exchangeable operating partnership unit holders

 

 

(1,867

)

 

 

(1,815

)

 

 

(1,366

)

Dividends paid to common stockholders

 

 

(428,276

)

 

 

(403,085

)

 

 

(300,537

)

Repayment of fixed rate unsecured notes

 

 

 

 

 

 

 

 

(300,000

)

Proceeds from issuance of fixed rate unsecured notes, net

 

 

 

 

 

 

 

 

598,830

 

Proceeds from unsecured credit facilities

 

 

95,000

 

 

 

 

 

 

610,000

 

Repayments of proceeds from unsecured credit facilities, net

 

 

(95,000

)

 

 

(265,000

)

 

 

(830,000

)

Repayment of notes payable

 

 

(6,745

)

 

 

(42,014

)

 

 

(67,189

)

Scheduled principal payments

 

 

(11,219

)

 

 

(11,255

)

 

 

(11,104

)

Payment of loan costs

 

 

(88

)

 

 

(7,468

)

 

 

(5,063

)

Early redemption costs

 

 

 

 

 

 

 

 

(21,755

)

Net cash used in financing activities

 

 

(475,958

)

 

 

(656,459

)

 

 

(210,589

)

Net (decrease) increase in cash, cash equivalents, and restricted cash

 

 

(26,251

)

 

 

(283,423

)

 

 

262,888

 

Cash, cash equivalents, and restricted cash at beginning of the year

 

 

95,027

 

 

 

378,450

 

 

 

115,562

 

Cash, cash equivalents, and restricted cash at end of the year

 

$

68,776

 

 

 

95,027

 

 

 

378,450

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $4,166, $4,202, and $4,355 in 2022, 2021, and 2020, respectively)

 

$

141,359

 

 

 

140,084

 

 

 

151,338

 

Cash paid for income taxes, net of refunds

 

$

570

 

 

 

378

 

 

 

1,870

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

 

 

 

Common stock and exchangeable operating partnership dividends declared but not paid

 

$

111,709

 

 

 

107,480

 

 

 

101,412

 

Exchangeable operating partnership units issued for acquisition of real estate

 

$

 

 

 

 

 

 

1,275

 

Previously held equity investments in real estate assets acquired

 

$

17,179

 

 

 

(4,609

)

 

 

5,986

 

Mortgage loans assumed by Company with the acquisition of real estate

 

$

22,779

 

 

 

111,104

 

 

 

16,359

 

Mortgage loan assumed by purchaser with the sale of real estate

 

$

 

 

 

 

 

 

8,250

 

Common stock issued by Parent Company for partnership units exchanged

 

$

1,275

 

 

 

99

 

 

 

 

Real estate received in lieu of promote interest

 

$

 

 

 

13,589

 

 

 

 

Change in fair value of securities

 

$

1,658

 

 

 

513

 

 

 

315

 

Change in accrued capital expenditures

 

$

4,888

 

 

 

10,188

 

 

 

12,166

 

Common stock issued for dividend reinvestment plan

 

$

524

 

 

 

1,286

 

 

 

1,139

 

Stock-based compensation capitalized

 

$

735

 

 

 

666

 

 

 

1,119

 

Contributions from (distributions to) limited partners in consolidated partnerships, net

 

$

5,436

 

 

 

 

 

 

(1,512

)

Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership

 

$

6,266

 

 

 

 

 

 

 

Common stock issued for dividend reinvestment in trust

 

$

1,126

 

 

 

1,084

 

 

 

819

 

Contribution of stock awards into trust

 

$

2,250

 

 

 

1,416

 

 

 

1,524

 

Distribution of stock held in trust

 

$

786

 

 

 

3,647

 

 

 

1,052

 

See accompanying notes to Consolidated Financial Statements.

81


 

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

December 31, 2022 and 2021

(in thousands, except unit data)

 

 

 

2022

 

 

2021

 

Assets

 

 

 

 

 

 

Net real estate investments:

 

 

 

 

 

 

Real estate assets, at cost (note 1)

 

$

11,858,064

 

 

 

11,495,581

 

Less: accumulated depreciation

 

 

2,415,860

 

 

 

2,174,963

 

Real estate assets, net

 

 

9,442,204

 

 

 

9,320,618

 

Investments in real estate partnerships (note 4)

 

 

350,377

 

 

 

372,591

 

Net real estate investments

 

 

9,792,581

 

 

 

9,693,209

 

Properties held for sale

 

 

 

 

 

25,574

 

Cash, cash equivalents, and restricted cash, including $2,310 and $1,930 of restricted cash at December 31, 2022 and 2021, respectively (note 1)

 

 

68,776

 

 

 

95,027

 

Tenant and other receivables (note 1)

 

 

188,863

 

 

 

153,091

 

Deferred leasing costs, less accumulated amortization of $117,137 and $117,878 at December 31, 2022 and 2021, respectively

 

 

68,945

 

 

 

65,741

 

Acquired lease intangible assets, less accumulated amortization of $338,053 and $312,186 at December 31, 2022 and 2021, respectively (note 6)

 

 

197,745

 

 

 

212,707

 

Right of use assets, net

 

 

275,513

 

 

 

280,783

 

Other assets (note 5)

 

 

267,797

 

 

 

266,431

 

Total assets

 

$

10,860,220

 

 

 

10,792,563

 

Liabilities and Capital

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable (note 9)

 

$

3,726,754

 

 

 

3,718,944

 

Accounts payable and other liabilities

 

 

317,259

 

 

 

322,271

 

Acquired lease intangible liabilities, less accumulated amortization of $193,315 and $172,293 at December 31, 2022 and 2021, respectively (note 6)

 

 

354,204

 

 

 

363,276

 

Lease liabilities

 

 

213,722

 

 

 

215,788

 

Tenants’ security, escrow deposits and prepaid rent

 

 

70,242

 

 

 

62,352

 

Total liabilities

 

 

4,682,181

 

 

 

4,682,631

 

Commitments and contingencies (note 16)

 

 

 

 

 

 

Capital:

 

 

 

 

 

 

Partners’ capital (note 12):

 

 

 

 

 

 

General partner; 171,124,593 and 171,213,008 units outstanding at December 31, 2022 and 2021, respectively

 

 

6,089,425

 

 

 

6,047,598

 

Limited partners; 741,433 and 760,046 units outstanding at December 31, 2022 and 2021

 

 

34,489

 

 

 

35,447

 

Accumulated other comprehensive income (loss)

 

 

7,560

 

 

 

(10,227

)

Total partners’ capital

 

 

6,131,474

 

 

 

6,072,818

 

Noncontrolling interests: Limited partners’ interests in consolidated partnerships

 

 

46,565

 

 

 

37,114

 

Total capital

 

 

6,178,039

 

 

 

6,109,932

 

Total liabilities and capital

 

$

10,860,220

 

 

 

10,792,563

 

See accompanying notes to Consolidated Financial Statements.

82


 

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

For the years ended December 31, 2022, 2021, and 2020

(in thousands, except per unit data)

 

 

 

2022

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

Lease income

 

$

1,187,452

 

 

 

1,113,368

 

 

 

980,166

 

Other property income

 

 

10,719

 

 

 

12,456

 

 

 

9,508

 

Management, transaction, and other fees

 

 

25,851

 

 

 

40,337

 

 

 

26,501

 

Total revenues

 

 

1,224,022

 

 

 

1,166,161

 

 

 

1,016,175

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

319,697

 

 

 

303,331

 

 

 

345,900

 

Property operating expense

 

 

196,148

 

 

 

184,553

 

 

 

170,073

 

Real estate taxes

 

 

149,795

 

 

 

142,129

 

 

 

143,004

 

General and administrative

 

 

79,903

 

 

 

78,218

 

 

 

75,001

 

Other operating expenses

 

 

6,166

 

 

 

5,751

 

 

 

12,642

 

Total operating expenses

 

 

751,709

 

 

 

713,982

 

 

 

746,620

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

146,186

 

 

 

145,170

 

 

 

156,678

 

Goodwill impairment

 

 

 

 

 

 

 

 

132,128

 

Provision for impairment of real estate

 

 

 

 

 

84,389

 

 

 

18,536

 

Gain on sale of real estate, net of tax

 

 

(109,005

)

 

 

(91,119

)

 

 

(67,465

)

Early extinguishment of debt

 

 

 

 

 

 

 

 

21,837

 

Net investment loss (income)

 

 

6,921

 

 

 

(5,463

)

 

 

(5,307

)

Total other expense (income)

 

 

44,102

 

 

 

132,977

 

 

 

256,407

 

Income from operations before equity in income of investments in real estate partnerships

 

 

428,211

 

 

 

319,202

 

 

 

13,148

 

Equity in income of investments in real estate partnerships (note 4)

 

 

59,824

 

 

 

47,086

 

 

 

34,169

 

Net income

 

 

488,035

 

 

 

366,288

 

 

 

47,317

 

Limited partners’ interests in consolidated partnerships

 

 

(3,065

)

 

 

(3,262

)

 

 

(2,225

)

Net income attributable to common unit holders

 

$

484,970

 

 

 

363,026

 

 

 

45,092

 

Income per common unit - basic (note 15):

 

$

2.82

 

 

 

2.12

 

 

 

0.27

 

Income per common unit - diluted (note 15):

 

$

2.81

 

 

 

2.12

 

 

 

0.26

 

See accompanying notes to Consolidated Financial Statements.

83


 

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2022, 2021, and 2020

(in thousands)

 

 

 

2022

 

 

2021

 

 

2020

 

Net income

 

$

488,035

 

 

 

366,288

 

 

 

47,317

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

20,061

 

 

 

5,391

 

 

 

(19,187

)

Reclassification adjustment of derivative instruments included in net income

 

 

833

 

 

 

4,141

 

 

 

11,262

 

Unrealized (loss) gain on available-for-sale securities

 

 

(1,309

)

 

 

(405

)

 

 

320

 

Other comprehensive income (loss)

 

 

19,585

 

 

 

9,127

 

 

 

(7,605

)

Comprehensive income

 

 

507,620

 

 

 

375,415

 

 

 

39,712

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

3,065

 

 

 

3,262

 

 

 

2,225

 

Other comprehensive income (loss) attributable to noncontrolling interests

 

 

1,713

 

 

 

689

 

 

 

(948

)

Comprehensive income attributable to noncontrolling interests

 

 

4,778

 

 

 

3,951

 

 

 

1,277

 

Comprehensive income attributable to the Company

 

$

502,842

 

 

 

371,464

 

 

 

38,435

 

See accompanying notes to Consolidated Financial Statements.

84


 

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the years ended December 31, 2022, 2021, and 2020

(in thousands)

 

 

 

General Partner
Preferred and
Common Units

 

 

Limited
Partners

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Total
Partners’
Capital

 

 

Noncontrolling
Interests in
Limited Partners’
Interest in
Consolidated
Partnerships

 

 

Total
Capital

 

Balance at December 31, 2019

 

$

6,225,345

 

 

 

36,100

 

 

 

(11,997

)

 

 

6,249,448

 

 

 

40,513

 

 

 

6,289,961

 

Net income

 

 

44,889

 

 

 

203

 

 

 

 

 

 

45,092

 

 

 

2,225

 

 

 

47,317

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before reclassifications

 

 

 

 

 

(79

)

 

 

(17,589

)

 

 

(17,668

)

 

 

(1,199

)

 

 

(18,867

)

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

50

 

 

 

10,961

 

 

 

11,011

 

 

 

251

 

 

 

11,262

 

Contributions from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

606

 

 

 

606

 

Issuance of exchangeable operating partnership units

 

 

 

 

 

1,275

 

 

 

 

 

 

1,275

 

 

 

 

 

 

1,275

 

Distributions to partners

 

 

(402,633

)

 

 

(1,822

)

 

 

 

 

 

(404,455

)

 

 

(4,888

)

 

 

(409,343

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

14,248

 

 

 

 

 

 

 

 

 

14,248

 

 

 

 

 

 

14,248

 

Common units issued as a result of common stock issued by Parent Company, net of issuance costs

 

 

125,608

 

 

 

 

 

 

 

 

 

125,608

 

 

 

 

 

 

125,608

 

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

 

 

(3,920

)

 

 

 

 

 

 

 

 

(3,920

)

 

 

 

 

 

(3,920

)

Balance at December 31, 2020

 

$

6,003,537

 

 

 

35,727

 

 

 

(18,625

)

 

 

6,020,639

 

 

 

37,508

 

 

 

6,058,147

 

Net income

 

 

361,411

 

 

 

1,615

 

 

 

 

 

 

363,026

 

 

 

3,262

 

 

 

366,288

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

23

 

 

 

4,603

 

 

 

4,626

 

 

 

360

 

 

 

4,986

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

17

 

 

 

3,795

 

 

 

3,812

 

 

 

329

 

 

 

4,141

 

Deferred compensation plan, net

 

 

75

 

 

 

 

 

 

 

 

 

75

 

 

 

 

 

 

75

 

Distributions to partners

 

 

(410,419

)

 

 

(1,836

)

 

 

 

 

 

(412,255

)

 

 

(4,345

)

 

 

(416,600

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

12,652

 

 

 

 

 

 

 

 

 

12,652

 

 

 

 

 

 

12,652

 

Common units issued as a result of common stock issued by Parent Company, net of issuance costs

 

 

82,510

 

 

 

 

 

 

 

 

 

82,510

 

 

 

 

 

 

82,510

 

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

 

 

(2,267

)

 

 

 

 

 

 

 

 

(2,267

)

 

 

 

 

 

(2,267

)

Common units exchanged for common stock of Parent Company

 

 

99

 

 

 

(99

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2021

 

$

6,047,598

 

 

 

35,447

 

 

 

(10,227

)

 

 

6,072,818

 

 

 

37,114

 

 

 

6,109,932

 

 

85


 

 

 

 

General Partner
Preferred and
Common Units

 

 

Limited
Partners

 

 

Accumulated
Other
Comprehensive
Loss

 

 

Total
Partners’
Capital

 

 

Noncontrolling
Interests in
Limited Partners’
Interest in
Consolidated
Partnerships

 

 

Total
Capital

 

Balance at December 31, 2021

 

$

6,047,598

 

 

 

35,447

 

 

 

(10,227

)

 

 

6,072,818

 

 

 

37,114

 

 

 

6,109,932

 

Net income

 

 

482,865

 

 

 

2,105

 

 

 

 

 

 

484,970

 

 

 

3,065

 

 

 

488,035

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassifications

 

 

 

 

 

80

 

 

 

17,008

 

 

 

17,088

 

 

 

1,664

 

 

 

18,752

 

Amounts reclassified from accumulated other comprehensive income

 

 

 

 

 

5

 

 

 

779

 

 

 

784

 

 

 

49

 

 

 

833

 

Deferred compensation plan, net

 

 

(1

)

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Contribution from partners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,223

 

 

 

13,223

 

Distributions to partners

 

 

(433,028

)

 

 

(1,873

)

 

 

 

 

 

(434,901

)

 

 

(14,816

)

 

 

(449,717

)

Reallocation of limited partners' interest, net of transaction costs

 

 

(6,482

)

 

 

 

 

 

 

 

 

(6,482

)

 

 

6,266

 

 

 

(216

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

16,667

 

 

 

 

 

 

 

 

 

16,667

 

 

 

 

 

 

16,667

 

Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company

 

 

(75,419

)

 

 

 

 

 

 

 

 

(75,419

)

 

 

 

 

 

(75,419

)

Common units issued as a result of common stock issued by Parent Company, net of issuance costs

 

 

61,284

 

 

 

 

 

 

 

 

 

61,284

 

 

 

 

 

 

61,284

 

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

 

 

(5,334

)

 

 

 

 

 

 

 

 

(5,334

)

 

 

 

 

 

(5,334

)

Common units exchanged for common stock of Parent Company

 

 

1,275

 

 

 

(1,275

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2022

 

$

6,089,425

 

 

 

34,489

 

 

 

7,560

 

 

 

6,131,474

 

 

 

46,565

 

 

 

6,178,039

 

See accompanying notes to Consolidated Financial Statements.

86


 

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the years ended December 31, 2022, 2021, and 2020

(in thousands)

 

 

 

2022

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

488,035

 

 

 

366,288

 

 

 

47,317

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

319,697

 

 

 

303,331

 

 

 

345,900

 

Amortization of deferred loan costs and debt premiums

 

 

5,799

 

 

 

6,003

 

 

 

9,023

 

(Accretion) and amortization of above and below market lease intangibles, net

 

 

(20,995

)

 

 

(22,936

)

 

 

(40,540

)

Stock-based compensation, net of capitalization

 

 

16,521

 

 

 

12,515

 

 

 

13,581

 

Equity in income of investments in real estate partnerships

 

 

(59,824

)

 

 

(47,086

)

 

 

(34,169

)

Gain on sale of real estate, net of tax

 

 

(109,005

)

 

 

(91,119

)

 

 

(67,465

)

Provision for impairment of real estate

 

 

 

 

 

84,389

 

 

 

18,536

 

Goodwill impairment

 

 

 

 

 

 

 

 

132,128

 

Early extinguishment of debt

 

 

 

 

 

 

 

 

21,837

 

Distribution of earnings from investments in real estate partnerships

 

 

61,416

 

 

 

71,934

 

 

 

47,703

 

Settlement of derivative instrument

 

 

 

 

 

(2,472

)

 

 

 

Deferred compensation (revenue) expense

 

 

(6,128

)

 

 

4,572

 

 

 

4,668

 

Realized and unrealized loss (gain) on investments

 

 

7,040

 

 

 

(5,348

)

 

 

(5,519

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Tenant and other receivables

 

 

(35,274

)

 

 

(24,869

)

 

 

16,944

 

Deferred leasing costs

 

 

(10,801

)

 

 

(6,966

)

 

 

(6,973

)

Other assets

 

 

1,292

 

 

 

(1,226

)

 

 

(1,200

)

Accounts payable and other liabilities

 

 

(9,088

)

 

 

6,677

 

 

 

997

 

Tenants’ security, escrow deposits and prepaid rent

 

 

7,130

 

 

 

5,701

 

 

 

(3,650

)

Net cash provided by operating activities

 

 

655,815

 

 

 

659,388

 

 

 

499,118

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $3,061 and $2,991 in 2022 and 2021, respectively

 

 

(169,639

)

 

 

(392,051

)

 

 

(16,767

)

Real estate development and capital improvements

 

 

(195,418

)

 

 

(177,631

)

 

 

(180,804

)

Proceeds from sale of real estate

 

 

143,133

 

 

 

206,193

 

 

 

189,444

 

Proceeds from property insurance casualty claims

 

 

 

 

 

 

 

 

7,957

 

Collection (issuance) of notes receivable, net

 

 

1,823

 

 

 

(20

)

 

 

(1,340

)

Investments in real estate partnerships

 

 

(36,266

)

 

 

(23,476

)

 

 

(51,440

)

Return of capital from investments in real estate partnerships

 

 

48,473

 

 

 

99,945

 

 

 

32,125

 

Dividends on investment securities

 

 

1,113

 

 

 

813

 

 

 

353

 

Acquisition of investment securities

 

 

(21,112

)

 

 

(23,971

)

 

 

(25,155

)

Proceeds from sale of investment securities

 

 

21,785

 

 

 

23,846

 

 

 

19,986

 

Net cash used in investing activities

 

 

(206,108

)

 

 

(286,352

)

 

 

(25,641

)

 

87


 

 

 

 

2022

 

 

2021

 

 

2020

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

61,284

 

 

 

82,510

 

 

 

125,608

 

Repurchase of common units in conjunction with equity award plans

 

 

(6,447

)

 

 

(4,083

)

 

 

(5,512

)

Proceeds from treasury units issued as a result of treasury stock sold by Parent Company

 

 

64

 

 

 

96

 

 

 

269

 

Common shares repurchased through share repurchase program

 

 

(75,419

)

 

 

 

 

 

 

Distributions to limited partners in consolidated partnerships, net

 

 

(7,245

)

 

 

(4,345

)

 

 

(2,770

)

Distributions to partners

 

 

(430,143

)

 

 

(404,900

)

 

 

(301,903

)

Repayment of fixed rate unsecured notes

 

 

 

 

 

 

 

 

(300,000

)

Proceeds from issuance of fixed rate unsecured notes, net

 

 

 

 

 

 

 

 

598,830

 

Proceeds from unsecured credit facilities

 

 

95,000

 

 

 

 

 

 

610,000

 

Repayments of proceeds from unsecured credit facilities, net

 

 

(95,000

)

 

 

(265,000

)

 

 

(830,000

)

Proceeds from notes payable

 

 

 

 

 

 

 

 

 

Repayment of notes payable

 

 

(6,745

)

 

 

(42,014

)

 

 

(67,189

)

Scheduled principal payments

 

 

(11,219

)

 

 

(11,255

)

 

 

(11,104

)

Payment of loan costs

 

 

(88

)

 

 

(7,468

)

 

 

(5,063

)

Early redemption costs

 

 

 

 

 

 

 

 

(21,755

)

Net cash used in financing activities

 

 

(475,958

)

 

 

(656,459

)

 

 

(210,589

)

Net (decrease) increase in cash, cash equivalents, and restricted cash

 

 

(26,251

)

 

 

(283,423

)

 

 

262,888

 

Cash, cash equivalents, and restricted cash at beginning of the year

 

 

95,027

 

 

 

378,450

 

 

 

115,562

 

Cash, cash equivalents, and restricted cash at end of the year

 

$

68,776

 

 

 

95,027

 

 

 

378,450

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $4,166, $4,202, and $4,355 in 2022, 2021, and 2020, respectively)

 

$

141,359

 

 

 

140,084

 

 

 

151,338

 

Cash paid for income taxes, net of refunds

 

$

570

 

 

 

378

 

 

 

1,870

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

 

 

 

Common stock and exchangeable operating partnership dividends declared but not paid

 

$

111,709

 

 

 

107,480

 

 

 

101,412

 

Common stock issued by Parent Company for partnership units exchanged

 

$

 

 

 

 

 

 

1,275

 

Previously held equity investments in real estate assets acquired

 

$

17,179

 

 

 

(4,609

)

 

 

5,986

 

Mortgage loans assumed by Company with the acquisition of real estate

 

$

22,779

 

 

 

111,104

 

 

 

16,359

 

Mortgage loan assumed by purchaser with the sale of real estate

 

$

 

 

 

 

 

 

8,250

 

Common stock issued by Parent Company for partnership units exchanged

 

$

1,275

 

 

 

99

 

 

 

 

Real estate received in lieu of promote interest

 

$

 

 

 

13,589

 

 

 

 

Change in fair value of securities

 

$

1,658

 

 

 

513

 

 

 

315

 

Change in accrued capital expenditures

 

$

4,888

 

 

 

10,188

 

 

 

12,166

 

Common stock issued by Parent Company for dividend reinvestment plan

 

$

524

 

 

 

1,286

 

 

 

1,139

 

Stock-based compensation capitalized

 

$

735

 

 

 

666

 

 

 

1,119

 

Contributions from (distributions to) limited partners in consolidated partnerships, net

 

$

5,436

 

 

 

 

 

 

(1,512

)

Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership

 

$

6,266

 

 

 

 

 

 

 

Common stock issued for dividend reinvestment in trust

 

$

1,126

 

 

 

1,084

 

 

 

819

 

Contribution of stock awards into trust

 

$

2,250

 

 

 

1,416

 

 

 

1,524

 

Distribution of stock held in trust

 

$

786

 

 

 

3,647

 

 

 

1,052

 

See accompanying notes to Consolidated Financial Statements.

 

 

 

88


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

1.
Summary of Significant Accounting Policies
(a)
Organization and Principles of Consolidation

General

Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development and redevelopment of shopping centers through the Operating Partnership, and has no other assets other than through its investment in the Operating Partnership, and its only liabilities are $200 million of unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.

As of December 31, 2022, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 308 properties and held partial interests in an additional 96 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").

Estimates, Risks, and Uncertainties

The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of lease income, and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the Consolidated Financial Statements could change significantly if economic conditions were to weaken.

Consolidation

The accompanying Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company has a controlling interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method. All significant inter-company balances and transactions are eliminated in the Consolidated Financial Statements.

The Company consolidates properties that are wholly-owned and properties where it owns less than 100%, but has control over the activities most important to the overall success of the partnership. Control is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.

Ownership of the Parent Company

The Parent Company has a single class of common stock outstanding.

Ownership of the Operating Partnership

The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2022, the Parent Company owned approximately 99.6%, or 171,124,593, of the 171,866,026 outstanding common Partnership Units of the Operating Partnership, with the remaining limited common Partnership Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). Each EOP unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or other assets (i.e. registered shares of the Parent). The Parent Company has evaluated the conditions as specified under Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity, as it relates to exchangeable operating

 

89


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

partnership units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by delivering unregistered common stock. Accordingly, the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities of the Operating Partnership. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

Real Estate Partnerships

Regency has a partial ownership interest in 107 properties through partnerships, of which 11 are consolidated. Regency's partners include institutional investors and other real estate developers and/or operators (the "Partners" or "Limited Partners"). The assets of these partnerships are restricted to the use of the partnerships and cannot be used by general creditors of the Company. And similarly, the obligations of these partnerships can only be settled by the assets of these partnerships or additional contributions by the partners. Regency has a variable interest in these partnerships through its equity interests. As managing member, Regency maintains the books and records and typically provides leasing and property and asset management services to the partnerships. The Partners' level of involvement in these partnerships varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to participating involvement such as approving leases, operating budgets, and capital budgets.

 

Those partnerships for which the Partners are involved in the day to day decisions and do not have any other aspects that would cause them to be considered VIEs, are evaluated for consolidation using the voting interest model.
o
Those partnerships in which Regency does not have a controlling financial interest are accounted for using the equity method and Regency's ownership interest is recognized through single-line presentation as Investments in real estate partnerships, in the Consolidated Balance Sheet, and Equity in income of investments in real estate partnerships, in the Consolidated Statements of Operations. Cash distributions of earnings from operations from Investments in real estate partnerships are presented in Cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a property included in Investments in real estate partnerships are presented in Cash flows provided by investing activities in the accompanying Consolidated Statements of Cash Flows. If distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment results in a negative investment balance for a partnership, it is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.

The net difference in the carrying amount of investments in real estate partnerships and the underlying equity in net assets is accreted to earnings and recorded in Equity in income of investments in real estate partnerships in the accompanying Consolidated Statements of Operations over the expected useful lives of the properties and other intangible assets, which range in lives from 10 to 40 years.

o
Those partnerships in which Regency has a controlling financial interest are consolidated. Additionally, those partnerships for which the Partners only have protective rights are considered VIEs under ASC Topic 810, Consolidation. Regency is the primary beneficiary of these VIEs as Regency has power over these partnerships, and they operate primarily for the benefit of Regency. As such, Regency consolidates these entities. The limited partners' ownership interest and share of net income is recorded as noncontrolling interest.

 

90


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

The majority of the operations of the VIEs are funded with cash flows generated by the properties, or in the case of developments, with capital contributions or third party construction loans. The major classes of assets, liabilities, and noncontrolling equity interests held by the Company's consolidated VIEs, exclusive of the Operating Partnership, are as follows:

 

(in thousands)

 

December 31, 2022

 

 

December 31, 2021

 

Assets

 

 

 

 

 

 

Net real estate investments

 

$

107,725

 

 

 

379,075

 

Cash, cash equivalents, and restricted cash

 

 

2,420

 

 

 

5,202

 

Liabilities

 

 

 

 

 

 

Notes payable

 

 

4,188

 

 

 

5,000

 

Equity

 

 

 

 

 

 

Limited partners’ interests in consolidated partnerships

 

 

24,364

 

 

 

27,950

 

Noncontrolling Interests

Noncontrolling Interests of the Parent Company

The Consolidated Financial Statements of the Parent Company include the following ownership interests held by owners other than the common stockholders of the Parent Company: (i) the limited Partnership Units in the Operating Partnership held by third parties ("Exchangeable operating partnership units") and (ii) the minority-owned interest held by third parties in consolidated partnerships ("Limited partners' interests in consolidated partnerships"). The Parent Company has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's stockholders' equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. The portion of net income or comprehensive income attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income of the Parent Company.

Limited partners' interests in consolidated partnerships are not redeemable by the holders. The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of the Operating Partnership, to the Operating Partnership, and concluded its fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Parent Company classifies such units and interests as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity.

Noncontrolling Interests of the Operating Partnership

The Operating Partnership has determined that limited partners' interests in consolidated partnerships are noncontrolling interests. Subject to certain conditions and pursuant to the terms of the partnership agreements, the Company generally has the right, but not the obligation, to purchase the other members' interest or sell its own interest in these consolidated partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital. The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in Net income and Comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements Comprehensive Income of the Operating Partnership.

(b)
Revenues and Tenant Receivable

Leasing Income and Tenant Receivables

The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with stated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"), which are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes and insurance and common area maintenance ("CAM") costs (collectively "Recoverable Costs") incurred.

 

91


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

Lease terms generally range from three to seven years for tenant space under 10,000 square feet ("Shop Space") and in excess of five years for spaces greater than 10,000 square feet ("Anchor Space"). Many leases also provide tenants the option to extend their lease beyond the initial term of the lease. If a tenant does not exercise its option or otherwise negotiate to renew, the lease expires and the lease contains an obligation for the tenant to relinquish its space, allowing it to be leased to a new tenant. This generally involves some level of cost to prepare the space for re-leasing, which is capitalized and depreciated over the shorter of the life of the subsequent lease or the life of the improvement.

The Company accounts for its leases under ASC Topic 842, Leases ("Topic 842"), as follows:

Classification

Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which, based on the customary terms of the Company's leases, are classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition. At December 31, 2022, all of the Company's leases were classified as operating leases.

Recognition and Presentation

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectibility is considered probable. CAM is considered a non-lease component of the lease contract under Topic 842. However, as the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenant's use of the underlying lease asset, the Company elected, as part of an available practical expedient, to combine CAM with the remaining lease components, along with tenant's reimbursement of real estate taxes and insurance, and recognize them together as Lease income in the accompanying Consolidated Statements of Operations.

Collectibility

At lease commencement, the Company generally expects that collectibility of substantially all payments due under the lease is probable due to the Company's credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis. For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease income is determined not to be probable of collection. Should collectibility of Lease income become probable again, through evaluation of qualitative and quantitative measures on a tenant by tenant basis, accrual basis accounting resumes and all commencement-to-date straight-line rent is recognized in that period.

In addition to the lease-specific collectibility assessment performed under Topic 842, the Company may also recognize a general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company's historical collection experience. The Company estimates the collectibility of the accounts receivable related to base rents, straight-line rents, recoveries from tenants, and other revenue taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. Uncollectible lease income is a direct charge against Lease income. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.

The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:

 

 

 

December 31,

 

(in thousands)

 

2022

 

 

2021

 

Tenant receivables

 

$

31,486

 

 

 

27,354

 

Straight-line rent receivables

 

 

128,214

 

 

 

103,942

 

Other receivables (1)

 

 

29,163

 

 

 

21,795

 

Total tenant and other receivables, net

 

$

188,863

 

 

 

153,091

 

(1)
Other receivables include construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction and other fee income.

 

92


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

Real Estate Sales

The Company accounts for sales of nonfinancial assets under ASC Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets, whereby the Company derecognizes real estate and recognizes a gain or loss on sales when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property. While generally rare, any retained noncontrolling interest is measured at fair value at that time.

Management Services and Other Property Income

The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ("Topic 606"), when or as control of the promised services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following is a description of the Company's revenue from contracts with customers within the scope of Topic 606.

Property and Asset Management Services

The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature and cancellable through unanimous partner approval, absent an event of default. Under these agreements, the Company is to provide asset and property management and leasing services for the joint ventures' shopping centers. The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered. Property management and asset management services represent a series of distinct daily services. Accordingly, the Company satisfies its performance obligation as service is rendered each day and the variability associated with that compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month following the monthly or quarterly service periods.

Several of the Company's partnership agreements provide for incentive payments, generally referred to as "promotes" or "earnouts," to Regency for appreciation in property values in Regency's capacity as manager. The terms of these promotes are based on appreciation in real estate value over designated time intervals or upon designated events. The Company evaluates its expected promote payout at each reporting period, which generally does not result in revenue recognition until the measurement period has completed, when the amount can be reasonably determined and the amount is not probable of significant reversal.

Leasing Services

Leasing service fees are based on a percentage of the total rent due under the lease. The leasing service is considered performed upon successful execution of an acceptable tenant lease for the joint ventures' shopping centers, at which time revenue is recognized. Payment of the first half of the fee is generally due upon lease execution and the second half is generally due upon tenant opening or rent payments commencing.

Transaction Services

The Company also receives transaction fees, as contractually agreed upon with each joint venture, which include acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any unpaid amounts related to transaction-based fees are included in Tenant and other receivables within the Consolidated Balance Sheets.

Other Property Income

Other property income includes parking fee and other incidental income from the properties and is generally recognized at the point in time that the performance obligation is met.

 

93


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

All income from contracts with the Company's real estate partnerships is included within Management, transaction and other fees on the Consolidated Statements of Operations. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:

 

 

 

 

 

Year ended December 31,

 

(in thousands)

 

Timing of
satisfaction of
performance
obligations

 

2022

 

 

2021

 

 

2020

 

Management, transaction, and other fees:

 

 

 

 

 

 

 

 

 

 

 

Property management services

 

Over time

 

$

13,470

 

 

 

14,415

 

 

 

14,444

 

Asset management services

 

Over time

 

 

6,752

 

 

 

6,921

 

 

 

6,963

 

Promote income

 

Over time

 

 

 

 

 

13,589

 

(1)

 

 

Leasing services

 

Point in time

 

 

3,945

 

 

 

4,096

 

 

 

3,150

 

Other transaction fees

 

Point in time

 

 

1,684

 

 

 

1,316

 

 

 

1,944

 

Total management, transaction, and other fees

 

 

 

$

25,851

 

 

 

40,337

 

 

 

26,501

 

(1)
The Company recognized $13.6 million in promote revenue during the year ended December 31, 2021, for exceeding partnership return thresholds from the Company's performance as managing member in the USAA partnership. The consideration was paid in the form of a real estate asset.

The accounts receivable for management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $16.4 million and $13.2 million, as of December 31, 2022 and 2021, respectively.

(c)
Real Estate Assets

The following table details the components of Real estate assets in the Consolidated Balance Sheets:

 

(in thousands)

 

December 31, 2022

 

 

December 31, 2021

 

Land

 

$

4,379,877

 

 

 

4,340,084

 

Land improvements

 

 

707,227

 

 

 

684,613

 

Buildings

 

 

5,465,877

 

 

 

5,270,540

 

Building and tenant improvements

 

 

1,171,650

 

 

 

1,061,044

 

Construction in progress

 

 

133,433

 

 

 

139,300

 

Total real estate assets

 

$

11,858,064

 

 

 

11,495,581

 

Capitalization and Depreciation

Maintenance and repairs that do not improve or extend the useful lives of the respective assets are recorded in operating and maintenance expense.

As part of the leasing process, the Company may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements, and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of Lease income. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g. unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease.

Depreciation is computed using the straight-line method over estimated useful lives of approximately 15 years for land improvements, 40 years for buildings and improvements, and the shorter of the useful life or the remaining lease term subject to a maximum of 10 years for tenant improvements, and three to seven years for furniture and equipment.

 

94


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

Development and Redevelopment Costs

Land, buildings, and improvements are recorded at cost. All specifically identifiable costs related to development and redevelopment activities are capitalized into Real estate assets in the accompanying Consolidated Balance Sheets, and are included in Construction in progress within the above table. The capitalized costs include pre-development costs essential to the development or redevelopment of the property, construction costs, interest costs, real estate taxes, and allocated direct employee costs incurred during the period of development or redevelopment.

Pre-development costs represent the costs the Company incurs prior to land acquisition or pursuing a redevelopment including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the feasibility of developing or redeveloping a shopping center. As of December 31, 2022 and 2021, the Company had nonrefundable deposits and other pre-development costs of approximately $6.9 million and $10.8 million, respectively. If the Company determines that the development or redevelopment of a particular shopping center is no longer probable, any related pre-development costs previously capitalized are immediately expensed. During the years ended December 31, 2022, 2021, and 2020, the Company expensed pre-development costs of approximately $588,000, $1.5 million, and $10.5 million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.

Interest costs are capitalized into each development and redevelopment project based upon applying the Company's weighted average borrowing rate to that portion of the actual development or redevelopment costs expended. The Company discontinues interest and real estate tax capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would the Company capitalize interest on the project beyond 12 months after substantial completion of the building shell. During the years ended December 31, 2022, 2021, and 2020, the Company capitalized interest of $4.2 million, $4.2 million, and $4.4 million, respectively, on our development and redevelopment projects.

We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs attributable to these development activities are capitalized as part of each development and redevelopment project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2022, 2021, and 2020, we capitalized $10.8 million, $11.3 million, and $10.2 million, respectively, of direct internal costs incurred to support our development and redevelopment program.

Acquisitions

Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the relative fair value to the applicable assets and liabilities. The acquisition of operating properties are generally considered asset acquisitions and therefore transaction costs are capitalized. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company's methodology includes estimating an "as-if vacant" fair value of the physical property, which includes land, building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.

The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements of Operations over the remaining expected term of the respective leases.

Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of Lease income over the remaining terms of the respective leases and the value of below-market leases is accreted to Lease income over the remaining terms of the respective leases, including below-market renewal options, if applicable. If tenants do not remain in their lease through the expected term or exercise an assumed renewal option, there could be a material impact to earnings.

 

95


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with the major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.

Held for Sale

The Company classifies land, an operating property, or a property in development as held-for-sale upon satisfaction of the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Properties held-for-sale are carried at the lower of cost or fair value less costs to sell.

Valuation of Real Estate Investments

The Company evaluates whether there are any events or changes in circumstances, including property operating performance, and general market conditions, or changes in expected hold periods, that indicate the carrying value of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. For those properties with such events or changes, management evaluates recoverability of the property's carrying amount. Through the evaluation, the current carrying value of the asset is compared to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in events or changes in circumstances may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over the estimated fair value. If such indicators are not identified, management will not assess the recoverability of a property's carrying value. If a property previously classified as held and used is changed to held for sale, the Company estimates fair value, less expected costs to sell, which could cause the Company to determine that the property is impaired.

The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow approach uses similar assumptions to the undiscounted cash flow approach above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimate of fair value. In estimating the fair value of undeveloped land, the Company generally uses market data and comparable sales information.

A loss in value of investments in real estate partnerships under the equity method of accounting, other than a temporary decline, must be recognized in the period in which the loss occurs. If management identifies events or circumstances that indicate that the value of the Company's investment in real estate partnerships may be impaired, it evaluates the investment by calculating the estimated fair value of the investment by discounting estimated future cash flows over the expected term of the investment.

Tax Basis

The net book basis of the Company's real estate assets exceeds the net tax basis by approximately $2.6 billion at December 31, 2022 and 2021, primarily due to the tax free merger with Equity One and inheriting lower carryover tax basis.

(d)
Cash, Cash Equivalents, and Restricted Cash

Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2022 and 2021, $2.3 million and $1.9 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans.

 

96


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

(e)
Other Assets

Goodwill

Goodwill represents the excess of the purchase price consideration from the Equity One merger in 2017 over the fair value of the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles - Goodwill and Other, and allocates its goodwill to its reporting units, which have been determined to be at the individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November of each year, or more frequently as triggers occur. See note 5.

The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit's fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative approach described below.

The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the carrying value, the Company would then recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Investments

The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. The fair value of securities is determined using quoted market prices.

Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized through earnings in Investment income in the Consolidated Statements of Operations. Debt securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income.

Equity securities with readily determinable fair values are measured at fair value with changes in the fair value recognized through net income and presented within Investment income in the Consolidated Statements of Operations.

(f)
Deferred Leasing Costs

Deferred leasing costs consist of costs associated with leasing the Company's shopping centers, and are presented net of accumulated amortization. Such costs are amortized over the period through lease expiration. If the lease is terminated early, the remaining leasing costs are written off.

Under ASC Topic 842, the Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant's operating lease that would not have been incurred if the lease had not been obtained. These costs generally consist of third party broker payments. Non-contingent internal leasing and legal costs associated with leasing activities are expensed within General and administrative expenses.

 

97


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

(g)
Derivative Financial Instruments

The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.

All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances. The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in Accumulated other comprehensive income (loss) ("AOCI"). Upon the settlement of a hedge, gains and losses remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. The cash receipts or payments related to interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows and/or forecasted cash flows of the hedged items.

In assessing the valuation of the hedges, the Company uses standard market conventions and techniques such as discounted cash flow analysis, option pricing models, and termination costs at each balance sheet date. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

(h)
Income Taxes

The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Code. As a REIT, the Parent Company will generally not be subject to federal income tax, provided that distributions to its stockholders are at least equal to REIT taxable income. All wholly-owned corporate subsidiaries of the Operating Partnership have elected to be a TRS or qualify as a REIT. The TRS's are subject to federal and state income taxes and file separate tax returns. As a pass through entity, the Operating Partnership generally does not pay taxes, but its taxable income or loss is reported by its partners, of which the Parent Company, as general partner and approximately 99.6% owner, is allocated its Pro-rata share of tax attributes.

 

98


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

The Company accounts for income taxes related to its TRS's under the asset and liability approach, which requires the recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.

In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (2018 and forward for federal and state) based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter.

(i)
Lease Obligations

The Company has certain properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties, which are all classified as operating leases. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. The building and improvements constructed on the leased land are capitalized as Real estate assets in the accompanying Consolidated Balance Sheets and depreciated over the shorter of the useful life of the improvements or the lease term.

In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Leasehold improvements are capitalized as tenant improvements, included in Other assets in the Consolidated Balance Sheets, and depreciated over the shorter of the useful life of the improvements or the lease term.

Under Topic 842, the Company recognizes Lease liabilities on its Consolidated Balance Sheets for its ground and office leases and corresponding Right of use assets related to these same ground and office leases which are classified as operating leases. A key input in estimating the Lease liabilities and resulting Right of use assets is establishing the discount rate in the lease, which since the rates implicit in the lease contracts are not readily determinable, requires additional inputs for the longer-term ground leases, including market-based interest rates that correspond with the remaining term of the lease, the Company's credit spread, and a securitization adjustment necessary to reflect the collateralized payment terms present in the lease. This discount rate is applied to the remaining unpaid minimum rental payments for each lease to measure the operating lease liabilities.

The ground and office lease expenses are recognized on a straight-line basis over the term of the leases, including management's estimate of expected option renewal periods. For ground leases, the Company generally assumes it will exercise options through the latest option date of that shopping center's anchor tenant lease.

(j)
Earnings per Share and Unit

Basic earnings per share of common stock and unit are computed based upon the weighted average number of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating securities as they are forfeitable.

 

99


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

(k)
Stock-Based Compensation

The Company grants stock-based compensation to its employees and directors. The Company recognizes the cost of stock-based compensation based on the grant-date fair value of the award, which is expensed over the vesting period.

When the Parent Company issues common stock as compensation, it receives a like number of common units from the Operating Partnership. The Company is committed to contributing to the Operating Partnership all proceeds from the share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the "Plan"). Accordingly, the Parent Company's ownership in the Operating Partnership will increase based on the amount of proceeds contributed to the Operating Partnership for the common units it receives. As a result of the issuance of common units to the Parent Company for stock-based compensation, the Operating Partnership records the effect of stock-based compensation for awards of equity in the Parent Company.

(l)
Segment Reporting

The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide to sell all or a portion of a development upon completion. The Company's revenues and net income are generated from the operation of its investment portfolio. The Company also earns fees for services provided to manage and lease retail shopping centers owned through joint ventures.

The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company reviews operating and financial data for each property on an individual basis; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance.

(m)
Business Concentration

Grocer anchor tenants represent approximately 20% of Pro-rata annual base rent. No single tenant accounts for 5% or more of revenue and none of the shopping centers are located outside the United States.

(n)
Fair Value of Assets and Liabilities

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.

The Company also re-measures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent periods if a re-measurement event occurs.

100


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

(o)
Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements and expected impact on our financial statements:

Standard

 

Description

 

Date of adoption

 

Effect on the financial statements or other significant matters

Recently adopted:

 

 

 

 

 

 

ASU 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments

 

The amendments in this update affect lessor lease classification. Lessors should classify and account for a lease as an operating lease if both of the following criteria are met: (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing. This update results in similar treatment under the current Topic 842 as under the previous Topic 840.

 

January 2022

 

The adoption of this standard did not have a material impact to the Company's financial condition, results of operations, cash flows or related footnote disclosures as the Company's customary lease terms do not result in sales-type or direct financing classification, although future leases may.

 

 

 

 

 

 

 

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

 

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.

 

The amendments in this update provide exceptions to the guidance in Topic 815 related to changes to the critical terms of a hedging relationship due to reference rate reform, which if criteria are met, provide such changes should not result in the dedesignation and redesignation of the hedging relationship.

 

March 2020 through December 31, 2022

 

The Company has elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company’s interest rate swaps. Application of these exceptions preserves the hedge designation of interest rate swaps and the related accounting and presentation consistent with past presentation.

 

 

 

101


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

2.
Real Estate Investments

Acquisitions

The following tables detail consolidated shopping centers acquired or land acquired for development or redevelopment for the periods set forth below:

 

(in thousands)

 

December 31, 2022

 

Date
Purchased

 

Property Name

 

City/State

 

Property
Type

 

Regency Ownership

 

Purchase
Price
(1)

 

 

Debt
Assumed,
Net of
Premiums
(1)

 

 

Intangible
Assets
 (1)

 

 

Intangible
Liabilities
(1)

 

3/1/22

 

Glenwood Green

 

Old Bridge, NJ

 

Development

 

70%

 

$

11,000

 

 

 

 

 

 

 

 

 

 

3/31/22

 

Island Village

 

Bainbridge Island, WA

 

Operating

 

100%

 

 

30,650

 

 

 

 

 

 

2,900

 

 

 

6,839

 

4/1/22

 

Apple Valley (2)

 

Apple Valley, MN

 

Operating

 

100%

 

 

34,070

 

 

 

 

 

 

4,773

 

 

 

490

 

4/1/22

 

Cedar Commons (2)

 

Minneapolis, MN

 

Operating

 

100%

 

 

29,330

 

 

 

 

 

 

4,369

 

 

 

58

 

4/1/22

 

Corral Hollow (2)

 

Tracy, CA

 

Operating

 

100%

 

 

40,600

 

 

 

 

 

 

3,410

 

 

 

74

 

4/1/22

 

Shops at the Columbia (2)

 

Washington, DC

 

Operating

 

100%

 

 

14,000

 

 

 

 

 

 

889

 

 

 

181

 

5/6/22

 

Baederwood Shoppes

 

Jenkintown, PA

 

Operating

 

80%

 

 

51,603

 

 

 

22,779

 

 

 

5,796

 

 

 

1,062

 

10/12/22

 

East Meadow Plaza

 

East Meadow, NY

 

Operating

 

100%

 

 

30,000

 

 

 

 

 

 

3,295

 

 

 

10,867

 

Total property acquisitions

 

 

 

 

 

 

$

241,253

 

 

 

22,779

 

 

 

25,432

 

 

 

19,571

 

(1)
Amounts reflected for purchase price and allocation are reflected at 100%.
(2)
These properties were part of the four-property portfolio purchased from an existing unconsolidated real estate partnership, RegCal, LLC, in which the company held a 25% ownership interest. The basis allocated to Real estate assets was $93.2 million on a combined basis, including the Company's carryover basis related to its 25% previously owned equity interest in the partnership.

In addition to the acquisitions listed above, the Company acquired, for $9.0 million, the remaining 50% ownership interest from its partner in Kroger New Albany Center, an existing consolidated property.

 

(in thousands)

 

December 31, 2021

 

Date
Purchased

 

Property Name

 

City/State

 

Property
Type

 

Regency Ownership

 

Purchase
Price
(1)

 

 

Debt
Assumed,
Net of
Premiums
(1)

 

 

Intangible
Assets
 (1)

 

 

Intangible
Liabilities
(1)

 

7/30/21

 

Willa Springs (2)

 

Winter Springs, FL

 

Operating

 

100%

 

$

34,500

 

 

 

17,682

 

 

 

1,562

 

 

 

643

 

8/1/21

 

Dunwoody Hall (2)

 

Dunwoody, GA

 

Operating

 

100%

 

 

32,000

 

 

 

14,612

 

 

 

2,255

 

 

 

973

 

8/1/21

 

Alden Bridge (2)

 

Woodlands, TX

 

Operating

 

100%

 

 

43,000

 

 

 

27,529

 

 

 

3,198

 

 

 

2,308

 

8/1/21

 

Hasley Canyon Village (2)

 

Castaic, CA

 

Operating

 

100%

 

 

31,000

 

 

 

16,941

 

 

 

2,037

 

 

 

 

8/1/21

 

Shiloh Springs (2)

 

Garland, TX

 

Operating

 

100%

 

 

19,500

 

 

 

 

 

 

1,825

 

 

 

1,079

 

8/1/21

 

Bethany Park Place (2)

 

Allen, TX

 

Operating

 

100%

 

 

18,000

 

 

 

10,800

 

 

 

996

 

 

 

1,732

 

8/1/21

 

Blossom Valley (2)

 

Mountain View, CA

 

Operating

 

100%

 

 

44,000

 

 

 

23,611

 

 

 

2,895

 

 

 

732

 

11/18/21

 

Blakeney Shopping Center

 

Charlotte, NC

 

Operating

 

100%

 

 

181,000

 

 

 

 

 

 

14,096

 

 

 

4,431

 

12/30/21

 

Valley Stream

 

Long Island, NY

 

Operating

 

100%

 

 

48,000

 

 

 

 

 

 

21,505

 

 

 

1,675

 

12/30/21

 

East Meadow

 

Long Island, NY

 

Operating

 

100%

 

 

38,000

 

 

 

 

 

 

6,521

 

 

 

1,197

 

12/30/21

 

Wading River

 

Long Island, NY

 

Operating

 

100%

 

 

35,000

 

 

 

 

 

 

4,998

 

 

 

1,469

 

12/30/21

 

Eastport

 

Long Island, NY

 

Operating

 

100%

 

 

9,000

 

 

 

 

 

 

1,366

 

 

 

498

 

Total property acquisitions

 

 

 

 

 

 

 

$

533,000

 

 

 

111,175

 

 

 

63,254

 

 

 

16,737

 

(1)
Amounts reflected for purchase price and allocation are reflected at 100%.
(2)
These properties were part of the seven-property portfolio purchased from an existing unconsolidated real estate partnership, US Regency Retail I, LLC. The basis allocated to Real estate assets was $192.9 million, including the Company's carryover basis related to its 20% previously owned equity interest in the partnership.

 

102


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

3.
Property Dispositions

Dispositions

The following table provides a summary of consolidated shopping centers and land parcels sold during the periods set forth below:

 

 

 

Year ended December 31,

 

(in thousands, except number sold data)

 

2022

 

 

2021

 

 

2020

 

Net proceeds from sale of real estate investments

 

$

143,133

 

 

 

206,193

 

 

 

189,444

 

Gain on sale of real estate, net of tax

 

$

109,005

 

 

 

91,119

 

 

 

67,465

 

Provision for impairment of real estate sold

 

$

 

 

 

112

 

 

 

958

 

Number of operating properties sold

 

 

2

 

 

 

7

 

 

 

6

 

Number of land parcels sold

 

 

5

 

 

 

5

 

 

 

11

 

Percent interest sold

 

100%

 

 

 

100

%

 

50% - 100%

 

 

4.
Investments in Real Estate Partnerships

The Company invests in real estate partnerships, which consist of the following:

 

 

 

December 31, 2022

 

(in thousands)

 

Regency's Ownership

 

Number of Properties

 

 

Total Investment

 

 

Total Assets of the Partnership

 

 

The Company's Share of Net Income of the Partnership

 

 

Net Income of the Partnership

 

GRI - Regency, LLC (GRIR)

 

40.00%

 

 

66

 

 

$

155,302

 

 

 

1,501,876

 

 

 

35,819

 

 

 

83,989

 

New York Common Retirement Fund (NYC) (1)

 

30.00%

 

 

 

 

 

674

 

 

 

2,468

 

 

 

9,173

 

 

 

35,673

 

Columbia Regency Retail Partners, LLC (Columbia I)

 

20.00%

 

 

7

 

 

 

7,423

 

 

 

138,493

 

 

 

1,817

 

 

 

9,392

 

Columbia Regency Partners II, LLC (Columbia II)

 

20.00%

 

 

13

 

 

 

41,757

 

 

 

405,927

 

 

 

1,735

 

 

 

8,674

 

Columbia Village District, LLC

 

30.00%

 

 

1

 

 

 

5,836

 

 

 

96,002

 

 

 

1,669

 

 

 

5,597

 

RegCal, LLC (RegCal) (2)

 

25.00%

 

 

1

 

 

 

5,789

 

 

 

24,326

 

 

 

4,499

 

 

 

18,258

 

Individual Investors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ballard Bocks

 

49.90%

 

 

2

 

 

 

62,624

 

 

 

126,482

 

 

 

1,300

 

 

 

2,925

 

Town & Country Center

 

35.00%

 

 

1

 

 

 

40,409

 

 

 

206,931

 

 

 

819

 

 

 

2,404

 

Others

 

50.00%

 

 

5

 

 

 

30,563

 

 

 

105,500

 

 

 

2,993

 

 

 

6,254

 

Total investments in real estate partnerships

 

 

 

 

96

 

 

$

350,377

 

 

 

2,608,005

 

 

 

59,824

 

 

 

173,166

 

(1)
On May 25, 2022, the NYC partnership sold the remaining two properties and distributed sales proceeds to the members. Dissolution will follow final distributions, which are expected in 2023.
(2)
During April 2022, we acquired our partner's 75% share in four properties held in the RegCal, LLC, partnership for a total purchase price of $88.5 million. Upon acquisition, these four properties were consolidated into Regency's financial statements. A single operating property remains within RegCal, LLC, at December 31, 2022.

 

103


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

 

 

December 31, 2021

 

(in thousands)

 

Regency's Ownership

 

Number of Properties

 

 

Total Investment

 

 

Total Assets of the Partnership

 

 

The Company's Share of Net Income of the Partnership

 

 

Net Income of the Partnership

 

GRI - Regency, LLC (GRIR)

 

40.00%

 

 

67

 

 

$

153,125

 

 

 

1,537,411

 

 

 

34,655

 

 

 

78,112

 

New York Common Retirement Fund (NYC)

 

30.00%

 

 

2

 

 

 

11,688

 

 

 

82,446

 

 

 

315

 

 

 

6,939

 

Columbia Regency Retail Partners, LLC (Columbia I)

 

20.00%

 

 

7

 

 

 

7,360

 

 

 

135,537

 

 

 

1,976

 

 

 

10,256

 

Columbia Regency Partners II, LLC (Columbia II)

 

20.00%

 

 

12

 

 

 

35,251

 

 

 

352,469

 

 

 

10,987

 

 

 

55,059

 

Columbia Village District, LLC

 

30.00%

 

 

1

 

 

 

5,554

 

 

 

94,536

 

 

 

1,522

 

 

 

5,131

 

RegCal, LLC (RegCal)

 

25.00%

 

 

6

 

 

 

24,995

 

 

 

103,587

 

 

 

2,058

 

 

 

8,448

 

US Regency Retail I, LLC (USAA) (1)

 

20.01%

 

 

 

 

 

 

 

 

 

 

 

631

 

 

 

3,155

 

Individual Investors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ballard Bocks

 

49.90%

 

 

2

 

 

 

63,783

 

 

 

128,959

 

 

 

1,742

 

 

 

3,811

 

Town & Country Center

 

35.00%

 

 

1

 

 

 

39,021

 

 

 

207,339

 

 

 

(733

)

 

 

2,014

 

Others

 

50.00%

 

 

5

 

 

 

31,814

 

 

 

113,160

 

 

 

(6,067

)

 

 

26,351

 

Total investments in real estate partnerships

 

 

 

 

103

 

 

$

372,591

 

 

 

2,755,444

 

 

 

47,086

 

 

 

199,276

 

(1)
On August 1, 2021, the Company acquired the partner's 80% interest in the seven properties held in the USAA partnership and therefore all earnings of this property are included in consolidated results from the date of acquisition and excluded from partnership earnings. See note 2.

The summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as follows:

 

 

 

December 31,

 

(in thousands)

 

2022

 

 

2021

 

Investments in real estate, net

 

$

2,359,289

 

 

 

2,530,964

 

Acquired lease intangible assets, net

 

 

16,821

 

 

 

18,735

 

Other assets

 

 

231,895

 

 

 

205,745

 

Total assets

 

$

2,608,005

 

 

 

2,755,444

 

Notes payable

 

$

1,398,297

 

 

 

1,444,867

 

Acquired lease intangible liabilities, net

 

 

17,619

 

 

 

20,978

 

Other liabilities

 

 

81,714

 

 

 

90,097

 

Capital - Regency

 

 

412,784

 

 

 

438,510

 

Capital - Third parties

 

 

697,591

 

 

 

760,992

 

Total liabilities and capital

 

$

2,608,005

 

 

 

2,755,444

 

The following table reconciles the Company's capital recorded by the unconsolidated partnerships to the Company's investments in real estate partnerships reported in the accompanying Consolidated Balance Sheet:

 

 

 

December 31,

 

(in thousands)

 

2022

 

 

2021

 

Capital - Regency

 

$

412,784

 

 

 

438,510

 

Basis difference

 

 

(62,407

)

 

 

(65,919

)

Investments in real estate partnerships

 

$

350,377

 

 

 

372,591

 

 

104


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

The revenues and expenses for the investments in real estate partnerships, on a combined basis, are summarized as follows:

 

 

 

Year ended December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

Total revenues

 

$

378,096

 

 

 

416,222

 

 

 

381,094

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

86,193

 

 

 

94,026

 

 

 

101,590

 

Property operating expense

 

 

61,224

 

 

 

66,061

 

 

 

65,146

 

Real estate taxes

 

 

42,010

 

 

 

54,618

 

 

 

53,747

 

General and administrative

 

 

5,615

 

 

 

5,837

 

 

 

5,870

 

Other operating expenses

 

 

3,851

 

 

 

3,624

 

 

 

3,126

 

Total operating expenses

 

$

198,893

 

 

 

224,166

 

 

 

229,479

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

54,874

 

 

 

58,109

 

 

 

66,786

 

Gain on sale of real estate

 

 

(49,424

)

 

 

(75,162

)

 

 

(7,146

)

Early extinguishment of debt

 

 

587

 

 

 

 

 

 

554

 

Provision for impairment

 

 

 

 

 

9,833

 

 

 

 

Total other expense (income)

 

 

6,037

 

 

 

(7,220

)

 

 

60,194

 

Net income of the Partnerships

 

$

173,166

 

 

 

199,276

 

 

 

91,421

 

The Company's share of net income of the Partnerships

 

$

59,824

 

 

 

47,086

 

 

 

34,169

 

Acquisitions

The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate partnerships during 2022, which had no such acquisitions in 2021:

 

(in thousands)

 

Year ended December 31, 2022

 

Date
Purchased

 

Property
Name

 

City/State

 

Property
Type

 

Co-investment
Partner

 

Ownership
%

 

Purchase Price (1)

 

 

Debt Assumed, Net of Premiums (1)

 

 

Intangible Assets (1)

 

 

Intangible Liabilities (1)

 

03/25/22

 

Naperville Plaza

 

Naperville, IL

 

Operating

 

Columbia II

 

20.00%

 

$

52,380

 

 

 

22,074

 

 

 

4,336

 

 

 

814

 

06/24/22

 

Baybrook East 1B

 

Houston, TX

 

Development

 

Other

 

50.00%

 

 

5,540

 

 

 

 

 

 

 

 

 

 

Total property acquisitions

 

 

 

 

 

 

 

 

 

$

57,920

 

 

 

22,074

 

 

 

4,336

 

 

 

814

 

(1)
Amounts reflected for purchase price and allocation are reflected at 100%.

Dispositions

The following table provides a summary of shopping centers and land parcels disposed of through our unconsolidated real estate partnerships:

 

 

 

Year ended December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

Proceeds from sale of real estate investments

 

$

116,377

 

 

 

224,708

 

 

 

27,974

 

Gain on sale of real estate

 

$

49,424

 

 

 

75,162

 

 

 

7,147

 

The Company's share of gain on sale of real estate

 

$

12,748

 

 

 

9,380

 

 

 

2,413

 

Number of operating properties sold

 

 

4

 

 

 

4

 

 

 

2

 

Number of land out-parcels sold

 

 

 

 

 

1

 

 

 

 

 

105


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

Notes Payable

Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2022, were as follows:

 

(in thousands)
Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities

 

 

Total

 

 

Regency's
Pro-Rata
Share

 

2023

 

$

3,194

 

 

 

125,108

 

 

 

 

 

 

128,302

 

 

 

51,187

 

2024

 

 

2,205

 

 

 

33,690

 

 

 

 

 

 

35,895

 

 

 

14,298

 

2025

 

 

3,433

 

 

 

139,683

 

 

 

 

 

 

143,116

 

 

 

43,908

 

2026

 

 

3,807

 

 

 

218,883

 

 

 

23,800

 

 

 

246,490

 

 

 

79,741

 

2027

 

 

3,802

 

 

 

32,800

 

 

 

 

 

 

36,602

 

 

 

12,420

 

Beyond 5 Years

 

 

9,194

 

 

 

809,650

 

 

 

 

 

 

818,844

 

 

 

300,506

 

Net unamortized loan costs, debt premium / (discount)

 

 

 

 

 

(10,952

)

 

 

 

 

 

(10,952

)

 

 

(3,800

)

Total notes payable

 

$

25,635

 

 

 

1,348,862

 

 

 

23,800

 

 

 

1,398,297

 

 

 

498,260

 

These fixed and variable rate notes payable are all non-recourse to the partnerships, and mature through 2034, with 97.9% having a weighted average fixed interest rate of 3.7%. The remaining notes payable float with LIBOR or SOFR and had a weighted average variable interest rate of 5.9% at December 31, 2022. As notes payable mature, they will be repaid from proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods if rates remain elevated. The Company is obligated to contribute its Pro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit, and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a co-investment partner was unable to fund its share of the capital requirements of the co-investment partnership, the Company would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call which would be secured by the partner's membership interest.

Management fee income

In addition to earning our Pro-rata share of net income or loss in each of these co-investment partnerships, we receive fees as discussed in Note 1, as follows:

 

 

 

Year ended December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

Asset management, property management, leasing, and investment and financing services

 

$

25,851

 

 

 

40,301

 

(1)

 

26,618

 

(1)
In connection with the USAA partnership, we received and recognized a one-time promote fee of $13.6 million during the year ended December 31, 2021, in consideration for exceeding return thresholds resulting from our performance as managing member.
5.
Other Assets

The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:

 

(in thousands)

 

December 31, 2022

 

 

December 31, 2021

 

Goodwill

 

$

167,062

 

 

 

167,095

 

Investments

 

 

54,581

 

 

 

65,112

 

Prepaid and other

 

 

28,615

 

 

 

21,332

 

Derivative assets

 

 

6,575

 

 

 

 

Furniture, fixtures, and equipment, net

 

 

5,808

 

 

 

5,444

 

Deferred financing costs, net

 

 

5,156

 

 

 

7,448

 

Total other assets

 

$

267,797

 

 

 

266,431

 

 

106


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

 

The following table presents the goodwill balances and activity during the year to date periods ended:

 

 

 

December 31, 2022

 

 

December 31, 2021

 

(in thousands)

 

Goodwill

 

 

Accumulated
Impairment
Losses

 

 

Total

 

 

Goodwill

 

 

Accumulated
Impairment
Losses

 

 

Total

 

Beginning of year balance

 

$

300,529

 

 

 

(133,434

)

 

 

167,095

 

 

$

307,413

 

 

 

(133,545

)

 

 

173,868

 

Goodwill allocated to Provision for impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill allocated to Properties held for sale

 

 

 

 

 

 

 

 

 

 

 

(2,465

)

 

 

 

 

 

(2,465

)

Goodwill associated with disposed reporting units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill allocated to Provision for impairment

 

 

 

 

 

 

 

 

 

 

 

(111

)

 

 

111

 

 

 

 

Goodwill allocated to Gain on sale of real estate

 

 

(33

)

 

 

 

 

 

(33

)

 

 

(4,308

)

 

 

 

 

 

(4,308

)

End of year balance

 

$

300,496

 

 

 

(133,434

)

 

 

167,062

 

 

$

300,529

 

 

 

(133,434

)

 

 

167,095

 

As the Company identifies properties ("reporting units") that no longer meet its investment criteria, it will evaluate the property for potential sale. A decision to sell a reporting unit results in the need to evaluate its goodwill for recoverability and may result in impairment. Additionally, other changes impacting a reporting unit may be considered a triggering event. If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.

6.
Acquired Lease Intangibles

The Company had the following acquired lease intangibles as of the periods set forth below:

 

 

 

December 31,

 

(in thousands)

 

2022

 

 

2021

 

In-place leases

 

$

452,868

 

 

 

443,460

 

Above-market leases

 

 

82,930

 

 

 

81,433

 

Total intangible assets

 

 

535,798

 

 

 

524,893

 

Accumulated amortization

 

 

(338,053

)

 

 

(312,186

)

Acquired lease intangible assets, net

 

$

197,745

 

 

 

212,707

 

Below-market leases

 

 

547,519

 

 

 

535,569

 

Accumulated amortization

 

 

(193,315

)

 

 

(172,293

)

Acquired lease intangible liabilities, net

 

$

354,204

 

 

 

363,276

 

The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:

 

 

 

Year ended December 31,

 

 

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

 

Line item in Consolidated Statements of Operations

In-place lease amortization

 

$

34,568

 

 

 

33,621

 

 

 

48,297

 

 

Depreciation and amortization

Above-market lease amortization

 

 

5,828

 

 

 

5,487

 

 

 

7,658

 

 

Lease income

Acquired lease intangible asset amortization

 

$

40,396

 

 

 

39,108

 

 

 

55,955

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below-market lease amortization

 

$

28,642

 

 

 

30,378

 

 

 

50,103

 

 

Lease income

 

107


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years are as follows:

 

(in thousands)

 

 

 

 

 

 

In Process Year Ending
December 31,

 

Amortization of
In-place lease intangibles

 

 

Net accretion of Above
/ Below market lease
intangibles

 

2023

 

$

28,033

 

 

 

22,518

 

2024

 

 

21,830

 

 

 

20,406

 

2025

 

 

17,611

 

 

 

19,814

 

2026

 

 

14,421

 

 

 

19,098

 

2027

 

 

11,392

 

 

 

17,956

 

 

7.
Leases

Lessor Accounting

All of the Company's leases are classified as operating leases. The Company's Lease income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per the lease contract, which are primarily related to base rent, and in some cases stated amounts for CAM, real estate taxes, and insurance ("Recoverable Costs"). Income for these amounts is recognized on a straight-line basis.

Variable lease income includes the following two main items in the lease contracts:

(i)
Recoveries from tenants represents the tenants' contractual obligations to reimburse the Company for their portion of Recoverable Costs incurred. Generally the Company's leases provide for the tenants to reimburse the Company based on the tenants' share of the actual costs incurred in proportion to the tenants' share of leased space in the property.
(ii)
Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.

The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on the criteria specified in Topic 842:

 

(in thousands)

 

December 31, 2022

 

 

December 31, 2021

 

 

December 31, 2020

 

Operating lease income

 

 

 

 

 

 

 

 

 

Fixed and in-substance fixed lease income

 

$

851,409

 

 

 

797,502

 

 

 

807,603

 

Variable lease income

 

 

287,149

 

 

 

262,619

 

 

 

247,384

 

Other lease related income, net:

 

 

 

 

 

 

 

 

 

Above/below market rent and tenant rent inducement amortization, net

 

 

22,543

 

 

 

24,539

 

 

 

42,219

 

Uncollectible straight-line rent (1)

 

 

12,510

 

 

 

5,227

 

 

 

(34,673

)

Uncollectible amounts billable in lease income (1)

 

 

13,841

 

 

 

23,481

 

 

 

(82,367

)

Total lease income

 

$

1,187,452

 

 

 

1,113,368

 

 

 

980,166

 

(1)
During the years ended December 31, 2022 and 2021, the Company had improved rent collections following lifting of pandemic-related restrictions which resulted in more favorable income than experienced in 2020 during the height of the pandemic.

Future minimum rents under non-cancelable operating leases, excluding variable lease payments, are as follows:

 

108


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

(in thousands)

 

 

 

For the year ended December 31,

 

December 31, 2022

 

2023

 

$

850,211

 

2024

 

 

768,797

 

2025

 

 

657,870

 

2026

 

 

552,735

 

2027

 

 

440,844

 

Thereafter

 

 

1,579,740

 

Total

 

$

4,850,197

 

 

109


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

Lessee Accounting

The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the underlying land and has leased the land to the Company to construct and/or operate a shopping center.

The Company has 19 properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. These ground leases expire through the year 2101, and in most cases, provide for renewal options.

In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Office leases expire through the year 2029, and in many cases, provide for renewal options.

The ground and office lease expense is recognized on a straight-line basis over the term of the leases, including management's estimate of expected option renewal periods. Operating lease expense under the Company's ground and office leases was as follows, including straight-line rent expense and variable lease expenses such as CPI increases, percentage rent and reimbursements of landlord costs:

 

(in thousands)

 

December 31, 2022

 

 

December 31, 2021

 

 

December 31, 2020

 

Fixed operating lease expense

 

 

 

 

 

 

 

 

 

Ground leases

 

$

13,759

 

 

 

13,862

 

 

 

13,716

 

Office leases

 

 

4,162

 

 

 

4,309

 

 

 

4,334

 

Total fixed operating lease expense

 

 

17,921

 

 

 

18,171

 

 

 

18,050

 

Variable lease expense

 

 

 

 

 

 

 

 

 

Ground leases

 

 

1,591

 

 

 

1,032

 

 

 

1,044

 

Office leases

 

 

611

 

 

 

615

 

 

 

585

 

Total variable lease expense

 

 

2,202

 

 

 

1,647

 

 

 

1,629

 

Total lease expense

 

$

20,123

 

 

 

19,818

 

 

 

19,679

 

Cash paid for amounts included in the measurement of operating lease liabilities

 

 

 

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

14,656

 

 

 

15,165

 

 

 

15,003

 

The following table summarizes the undiscounted future cash flows by year attributable to the operating lease liabilities for ground and office leases as of December 31, 2022, and provides a reconciliation to the Lease liability included in the accompanying Consolidated Balance Sheets:

 

(in thousands)

 

Lease Liabilities

 

For the year ended December 31,

 

Ground Leases

 

 

Office Leases

 

 

Total

 

2023

 

$

10,750

 

 

 

4,046

 

 

 

14,796

 

2024

 

 

10,799

 

 

 

3,082

 

 

 

13,881

 

2025

 

 

10,801

 

 

 

2,880

 

 

 

13,681

 

2026

 

 

10,722

 

 

 

2,715

 

 

 

13,437

 

2027

 

 

10,722

 

 

 

1,517

 

 

 

12,239

 

Thereafter

 

 

516,564

 

 

 

741

 

 

 

517,305

 

Total undiscounted lease liabilities

 

$

570,358

 

 

 

14,981

 

 

 

585,339

 

Present value discount

 

 

(370,486

)

 

 

(1,131

)

 

 

(371,617

)

Lease liabilities

 

$

199,872

 

 

 

13,850

 

 

 

213,722

 

Weighted average discount rate

 

 

5.2

%

 

 

3.6

%

 

 

 

Weighted average remaining term (in years)

 

 

46.8

 

 

 

4.4

 

 

 

 

 

 

110


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

8. Income Taxes

The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of its subsidiaries treated as taxable REIT subsidiary entities, which are subject to federal and state income taxes.

The following table summarizes the tax status of dividends paid on our common shares:

 

 

 

Year ended December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

Dividend per share

 

$

2.53

 

(1)

 

2.53

 

(2)

 

2.19

 

Ordinary income

 

 

100

%

 

 

92

%

 

 

100

%

Capital gain (3)

 

 

%

 

 

8

%

 

 

%

 

 

 

 

 

 

 

 

 

 

Additional tax status information:

 

 

 

 

 

 

 

 

 

Qualified dividend income

 

 

%

 

 

1

%

 

 

%

Section 199A dividend

 

 

100

%

 

 

91

%

 

 

100

%

Section 897 ordinary dividends

 

 

%

 

 

2

%

 

 

%

Section 897 capital gains

 

 

%

 

 

4

%

 

 

%

(1)
During 2022, the Company declared four quarterly dividends, the last of which was paid on January 4, 2023, with a portion allocated to the 2022 dividend period, and the balance allocated to 2023.
(2)
During 2021, the Company declared four quarterly dividends, the last of which was paid on January 5, 2022, with a portion allocated to the 2021 devidend period, and the balance allocated to 2022.
(3)
Of the total capital gain distribution during 2021, 42% is excluded under Reg. 1.1061-4(b)(7). The remaining 58% is a Three Year Amount under Reg. 1.1061-6(c).

Our consolidated expense (benefit) for income taxes for the years ended December 31, 2022, 2021, and 2020 was as follows:

 

 

 

Year ended December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

Income tax expense (benefit):

 

 

 

 

 

 

 

 

 

Current

 

$

(332

)

 

 

620

 

 

 

2,157

 

Deferred

 

 

293

 

 

 

421

 

 

 

(891

)

Total income tax expense (benefit) (1)

 

$

(39

)

 

 

1,041

 

 

 

1,266

 

(1)
Includes $(39,000), $943,000 and $(355,000) of tax expense (benefit) presented within Other operating expenses during the years ended December 31, 2022, 2021, and 2020, respectively. Additionally, $1,600,000 of tax expense is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the year ended December 31, 2020.

The TRS entities are subject to federal and state income taxes and file separate tax returns. Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate to pretax income of the TRS entities, as follows:

 

 

 

Year ended December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

Computed expected tax expense (benefit)

 

$

504

 

 

 

544

 

 

 

(3,665

)

State income tax, net of federal benefit

 

 

52

 

 

 

477

 

 

 

(593

)

Valuation allowance

 

 

(323

)

 

 

15

 

 

 

1,043

 

Permanent items

 

 

1

 

 

 

1

 

 

 

5,079

 

All other items

 

 

(273

)

 

 

4

 

 

 

(598

)

Total income tax expense (1)

 

 

(39

)

 

 

1,041

 

 

 

1,266

 

Income tax expense attributable to operations (1)

 

$

(39

)

 

 

1,041

 

 

 

1,266

 

(1)
Includes $(39,000), $943,000, and $(355,000) of tax expense (benefit) presented within Other operating expenses during the years ended December 31, 2022, 2021, and 2020, respectively. Additionally, $1,600,000 of tax expense is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the year ended December 31, 2020.

111


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

The tax effects of temporary differences (included in Accounts payable and other liabilities in the accompanying Consolidated Balance Sheets) are summarized as follows:

 

 

 

December 31,

 

(in thousands)

 

2022

 

 

2021

 

Deferred tax assets

 

 

 

 

 

 

Fixed assets

 

$

 

 

 

1,039

 

Other

 

 

1,007

 

 

 

1,379

 

Deferred tax assets

 

 

1,007

 

 

 

2,418

 

Valuation allowance

 

 

(1,007

)

 

 

(2,418

)

Deferred tax assets, net

 

$

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

Fixed assets

 

 

(12,527

)

 

 

(13,004

)

Other

 

 

(61

)

 

 

(340

)

Deferred tax liabilities

 

 

(12,588

)

 

 

(13,344

)

Net deferred tax liabilities

 

$

(12,588

)

 

 

(13,344

)

 

The Company believes it is more likely than not that the remaining deferred tax assets will not be realized unless tax planning strategies are implemented.

9.
Notes Payable and Unsecured Credit Facilities

The Company's outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the following as of the dates set forth below:

 

 

 

Maturing
Through

 

Weighted
Average
Contractual
Rate

 

Weighted
Average
Effective
Rate

 

December 31,

 

(in thousands)

 

 

 

 

 

 

 

2022

 

 

2021

 

Notes payable:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate mortgage loans

 

3/1/2032

 

3.9%

 

3.5%

 

$

342,135

 

 

 

359,414

 

Variable rate mortgage loans (1)

 

6/2/2027

 

3.4%

 

3.7%

 

 

136,246

 

 

 

115,539

 

Fixed rate unsecured debt

 

3/15/2049

 

3.8%

 

4.0%

 

 

3,248,373

 

 

 

3,243,991

 

Total notes payable

 

 

 

 

 

 

 

 

3,726,754

 

 

 

3,718,944

 

Unsecured credit facilities:

 

 

 

 

 

 

 

 

 

 

 

 

Line of Credit (2)

 

3/23/2025

 

5.0%

 

5.3%

 

 

 

 

 

 

Total debt outstanding

 

 

 

 

 

 

 

$

3,726,754

 

 

 

3,718,944

 

(1)
Five of these six variable rate loans, representing $132.1 million of debt in the aggregate, have interest rate swaps in place to mitigate interest rate fluctuation risk. With these swap agreements, the fixed rates of the loans range from 2.5% to 4.1%.
(2)
Weighted-average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate.

Notes Payable

Notes payable consist of mortgage loans secured by properties and unsecured public and private debt. Mortgage loans may be repaid before maturity, but could be subject to yield maintenance premiums, and are generally due in monthly installments of principal and interest or interest only. Unsecured public debt may be repaid before maturity subject to accrued and unpaid interest through the proposed redemption date and a make-whole premium. Interest on unsecured public and private debt is payable semi-annually.

The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2022, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.

112


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

Unsecured Credit Facilities

The Company has an unsecured line of credit commitment (the "Line") with a syndicate of banks. At December 31, 2022, the Line had a borrowing capacity of $1.25 billion, which is reduced by the balance of outstanding borrowings and commitments from issued letters of credit. The Line bears interest at a variable rate of LIBOR plus an applicable margin of 0.865% and is subject to a commitment fee of 0.15%, both of which are based on the Company's corporate credit rating. On January 12, 2023, the Line was amended to convert the reference rate from LIBOR to SOFR plus a 0.10% market adjustment, with no changes in the applicable margin.

The Company is required to comply with certain financial covenants as defined in the Line credit agreement, such as Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2022, the Company is in compliance with all financial covenants for the Line.

Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:

 

(in thousands)

 

December 31, 2022

 

Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities
 (1)

 

 

Total

 

2023

 

$

9,695

 

 

 

59,383

 

 

 

 

 

 

69,078

 

2024

 

 

4,849

 

 

 

90,758

 

 

 

250,000

 

 

 

345,607

 

2025

 

 

3,732

 

 

 

44,250

 

 

 

250,000

 

 

 

297,982

 

2026

 

 

3,922

 

 

 

112,365

 

 

 

200,000

 

 

 

316,287

 

2027

 

 

3,788

 

 

 

137,915

 

 

 

525,000

 

 

 

666,703

 

Beyond 5 Years

 

 

2,873

 

 

 

319

 

 

 

2,050,000

 

 

 

2,053,192

 

Unamortized debt premium/(discount) and issuance costs

 

 

 

 

 

4,532

 

 

 

(26,627

)

 

 

(22,095

)

Total notes payable

 

$

28,859

 

 

 

449,522

 

 

 

3,248,373

 

 

 

3,726,754

 

(1)
Includes unsecured public and private debt and unsecured credit facilities.

The Company has $59.4 million of debt maturing over the next 12 months, which is in the form of five non-recourse mortgage loans. The Company currently intends to repay three of the maturing balances, leaving the properties unencumbered, with plans to refinance the two remaining. The Company has sufficient capacity on its Line to repay the maturing debt, if necessary.

10.
Derivative Financial Instruments

The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with quality credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

113


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

The Company's objectives in using interest rate derivatives are to attempt to stabilize interest expense where possible and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at December 31,

 

(in thousands)

 

 

 

 

 

 

 

 

 

Assets (Liabilities) (1)

 

Effective
Date

 

Maturity
Date

 

Notional
Amount

 

 

Bank Pays Variable
Rate of

 

Regency Pays
Fixed Rate of

 

 

2022

 

 

2021

 

4/7/16

 

4/1/23

 

$

18,637

 

 

LIBOR

 

 

1.303

%

 

$

152

 

 

 

(175

)

12/1/16

 

11/1/23

 

 

31,131

 

 

SOFR

 

 

1.490

%

 

 

883

 

 

 

(412

)

9/17/19

 

3/17/25

 

 

24,000

 

 

SOFR

 

 

1.443

%

 

 

1,443

 

 

 

(364

)

6/2/17

 

6/2/27

 

 

35,446

 

 

SOFR

 

 

2.261

%

 

 

2,158

 

 

 

(1,907

)

12/20/19 (2)

 

12/19/26

 

 

24,365

 

 

LIBOR

 

 

1.750

%

 

 

1,939

 

 

 

 

Total derivative financial instruments

 

 

 

 

 

 

 

$

6,575

 

 

 

(2,858

)

(1)
Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
(2)
The Company assumed this interest rate swap which hedges debt also assumed with the purchase of Baederwood Shoppes in May 2022.

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of December 31, 2022, does not have any derivatives that are not designated as hedges.

The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income (loss) ("AOCI") and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:

 

Location and Amount of Gain (Loss)
Recognized in OCI on Derivative

 

 

Location and Amount of Loss (Gain)
Reclassified from AOCI into Income

 

 

Total amounts presented in the Consolidated
Statements of Operations in which the effects
of cash flow hedges are recorded

 

 

 

Year ended December 31,

 

 

 

 

Year ended December 31,

 

 

 

 

Year ended December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

 

2022

 

 

2021

 

 

2020

 

Interest
rate swaps

 

$

20,061

 

 

 

5,391

 

 

 

(19,187

)

 

Interest expense, net

 

$

833

 

 

 

4,141

 

 

 

8,790

 

 

Interest
expense, net

 

$

146,186

 

 

 

145,170

 

 

 

156,678

 

 

 

 

 

 

 

 

 

 

 

 

Early extinguishment of debt (1)

 

$

 

 

 

 

 

 

2,472

 

 

Early extinguishment of debt

 

$

 

 

 

 

 

 

21,837

 

(1)
At December 31, 2020, based on intent to repay the Term Loan in January 2021, the Company recognized the Accumulated other comprehensive loss for the Term Loan swap in earnings within Early extinguishment of debt.

 

As of December 31, 2022, the Company expects approximately $5.4 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.

 

114


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

11.
Fair Value Measurements
(a)
Disclosure of Fair Value of Financial Instruments

All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximates their fair values, except for the following:

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

(in thousands)

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

$

3,726,754

 

 

 

3,333,378

 

 

$

3,718,944

 

 

 

4,103,533

 

 

The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of December 31, 2022 and 2021, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriately risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.

(b)
Fair Value Measurements

The following financial instruments are measured at fair value on a recurring basis:

Securities

The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment loss (income) in the accompanying Consolidated Statements of Operations, and includes unrealized losses of $8.0 million for the year ended December 31, 2022, and unrealized gains of $1.7 million and $3.0 million for the years ended December 31, 2021, and 2020, respectively.

Available-for-Sale Debt Securities

Available-for-sale debt securities consist of investments in certificates of deposit and corporate bonds, and are recorded at fair value using either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer rating, and size, to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these debt securities are recognized through other comprehensive income.

Interest Rate Derivatives

The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

 

115


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.

The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:

 

 

 

Fair Value Measurements as of December 31, 2022

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

$

40,089

 

 

 

40,089

 

 

 

 

 

 

 

Available-for-sale debt securities

 

 

14,492

 

 

 

 

 

 

14,492

 

 

 

 

Interest rate derivatives

 

 

6,575

 

 

 

 

 

 

6,575

 

 

 

 

Total

 

$

61,156

 

 

 

40,089

 

 

 

21,067

 

 

 

 

 

 

 

Fair Value Measurements as of December 31, 2021

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

$

49,513

 

 

 

49,513

 

 

 

 

 

 

 

Available-for-sale debt securities

 

 

15,599

 

 

 

 

 

 

15,599

 

 

 

 

Total

 

$

65,112

 

 

 

49,513

 

 

 

15,599

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

 

$

(2,858

)

 

 

 

 

 

(2,858

)

 

 

 

 

The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a non-recurring basis:

 

 

 

Fair Value Measurements as of December 31, 2021

 

(in thousands)

 

Balance

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

 

Total Gains (Losses)

 

Operating properties

 

$

140,500

 

 

 

 

 

 

 

 

 

140,500

 

 

 

(84,277

)

During the year ended December 31, 2022, there were no real estate assets re-measured to estimated fair value on a nonrecurring basis. During the year ended December 31, 2021, the Company revalued two shopping centers to estimated fair value due to a change in expected hold period using a discounted cash flow model.

 

116


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

12.
Equity and Capital

Common Stock of the Parent Company

Dividends Declared

 

On February 8, 2023, our Board of Directors declared a common stock dividend of $0.65 per share, payable on April 5,

2023, to shareholders of record as of March 15, 2023.

At the Market ("ATM") Program

Under the Parent Company's ATM equity offering program, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale.

During 2021, the Company entered into forward sale agreements under its ATM program to issue shares of its common stock which were issued and settled as follows:

1,332,142 shares were issued during 2021 at a weighted average offering price of $63.71 before any underwriting discounts and offerring expenses. The net proceeds received at settlement were approximately $82.5 million, after approximately $1.1 million underwriting discounts and offering expenses;
984,618 shares were issued during 2022 at a weighted average offering price of $65.78 before underwriting discounts and offering expenses. The net proceeds received at settlement were approximately $61.3 million, after approximately $3.5 million in underwriting discounts and offering expenses.

The proceeds were used to fund acquisitions. All shares are now settled under the forward sales agreements. No other sales occurred under the ATM program during 2022.

As of December 31, 2022, $350.4 million of common stock remained available for issuance under this ATM equity program.

Share Repurchase Program

On February 3, 2021, the Company’s Board authorized a common share repurchase program under which the Company could purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases or in privately negotiated transactions (referred to as the "Authorized Repurchase Program"). Any shares purchased, if not retired, were treated as treasury shares.

During the year ended December 31, 2022, the Company executed multiple trades to repurchase 1,294,201 common shares under the Authorized Repurchase Program for a total of $75.4 million at a weighted average price of $58.25 per share. All repurchased shares were retired on the respective settlement dates. At December 31, 2022, $174.6 million remained available under this Authorized Repurchase Program. This Authorized Repurchase Program expired on February 3, 2023.

On February 8, 2023, the Company's Board authorized a new common share repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of share repurchases, if any, will be dependent upon market conditions and other factors. Any shares repurchased, if not retired, will be treated as treasury shares. This new authorization will expire on February 7, 2025, unless modified of earlier terminated by the Board.

 

117


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

Common Units of the Operating Partnership

Common units of the operating partnership are issued or redeemed and retired for each of the shares of Parent Company common stock issued or repurchased and retired, as described above. During the year ended December 31, 2022, 18,613 Partnership Units were converted to Parent Company common stock.

General Partners

The Parent Company, as general partner, owned the following Partnership Units outstanding:

 

 

 

December 31,

 

(in thousands)

 

2022

 

 

2021

 

Partnership units owned by the general partner

 

 

171,125

 

 

 

171,213

 

Partnership units owned by the limited partners

 

 

741

 

 

 

760

 

Total partnership units outstanding

 

 

171,866

 

 

 

171,973

 

Percentage of partnership units owned by the general partner

 

 

99.6

%

 

 

99.6

%

 

13.
Stock-Based Compensation

The Company recorded stock-based compensation in General and administrative expenses in the accompanying Consolidated Statements of Operations, the components of which are further described below:

 

 

 

Year ended December 31,

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

Restricted stock (1)

 

$

16,667

 

 

 

12,651

 

 

 

14,248

 

Directors' fees paid in common stock and other employee stock grants

 

 

589

 

 

 

530

 

 

 

452

 

Capitalized stock-based compensation

 

 

(735

)

 

 

(666

)

 

 

(1,119

)

Stock-based compensation, net of capitalization

 

$

16,521

 

 

 

12,515

 

 

 

13,581

 

(1)
Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.

The Company established its Omnibus Incentive Plan (the "Plan") under which the Board of Directors may grant stock options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue up to 5.0 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2022, there were 4.1 million shares available for grant under the Plan.

Restricted Stock Awards

The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance-based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance period. Assumptions include historic volatility over the previous three year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no dividend yield assumption is required for the valuation. Compensation expense is measured at the grant date and recognized on a straight-line basis over the requisite vesting period for the entire award.

118


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

The following table summarizes non-vested restricted stock activity:

 

 

 

Year ended December 31, 2022

 

 

 

Number of Shares

 

 

Intrinsic Value (in thousands)

 

 

Weighted Average Grant Price

 

Non-vested as of December 31, 2021

 

 

691,862

 

 

 

 

 

 

 

Time-based awards granted  (1) (4)

 

 

148,048

 

 

 

 

 

$

71.36

 

Performance-based awards granted (2) (4)

 

 

15,674

 

 

 

 

 

$

71.68

 

Market-based awards granted (3) (4)

 

 

112,759

 

 

 

 

 

$

74.98

 

Change in market-based awards earned for performance (3)

 

 

5,153

 

 

 

 

 

$

71.58

 

Vested (5)

 

 

(250,491

)

 

 

 

 

$

71.05

 

Forfeited

 

 

(11,306

)

 

 

 

 

$

62.65

 

Non-vested as of December 31, 2022 (6)

 

 

711,699

 

 

$

44,481

 

 

 

 

(1)
Time-based awards vest beginning on the first anniversary following the grant date over a one or four year service period. These grants are subject only to continued employment and are not dependent on future performance measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized would be reversed.
(2)
Performance-based awards are earned subject to future performance measurements. Once the performance criteria are achieved and the actual number of shares earned is determined, shares vest over a required service period. The Company considers the likelihood of meeting the performance criteria based upon management's estimates from which it determines the amounts recognized as expense on a periodic basis.
(3)
Market-based awards are earned dependent upon the Company's total shareholder return in relation to the shareholder return of a NAREIT index over a three-year period. Once the performance criteria are met and the actual number of shares earned is determined, the shares are immediately vested and distributed. The probability of meeting the criteria is considered when calculating the estimated fair value on the date of grant using a Monte Carlo simulation. These awards are accounted for as awards with market criteria, with compensation cost recognized over the service period, regardless of whether the performance criteria are achieved and the awards are ultimately earned. The significant assumptions underlying determination of fair values for market-based awards granted were as follows:

 

 

Year ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Volatility

 

 

43.10

%

 

 

42.60

%

 

 

18.50

%

Risk free interest rate

 

 

1.39

%

 

 

0.18

%

 

 

1.30

%

(4)
The weighted-average grant price for restricted stock granted during the years is summarized below:

 

 

Year ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Weighted-average grant price for restricted stock

 

$

72.86

 

 

$

46.55

 

 

$

64.14

 

 

(5)
The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):

 

 

Year ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Intrinsic value of restricted stock vested

 

$

17,797

 

 

$

10,939

 

 

$

14,423

 

(6)
As of December 31, 2022, there was $16.6 million of unrecognized compensation cost related to non-vested restricted stock granted under the Parent Company's Plan. When recognized, this compensation results in additional paid in capital in the accompanying Consolidated Statements of Equity of the Parent Company and in general partner preferred and common units in the accompanying Consolidated Statements of Capital of the Operating Partnership. This unrecognized compensation cost is expected to be recognized over the next three years. The Company issues new restricted stock from its authorized shares available at the date of grant.

 

119


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

14.
Saving and Retirement Plans

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees and permits participants to defer eligible compensation up to the maximum allowable amount determined by the IRS. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to a maximum of $5,000 of their eligible compensation, is fully vested and funded as of December 31, 2022. Additionally, an annual profit sharing contribution may be made, which are fully vested after three years in service. Costs for Company contributions to the plan totaled $4.4 million, $4.1 million, and $3.5 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Non-Qualified Deferred Compensation Plan ("NQDCP")

The Company maintains a NQDCP which allows select employees and directors to defer part or all of their cash bonus, director fees, and vested restricted stock awards. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.

The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust and related participant account obligations in the accompanying Consolidated Balance Sheets, excluding Regency stock:

 

 

 

Year ended December 31,

 

 

 

(in thousands)

 

2022

 

 

2021

 

 

Location in Consolidated Balance Sheets

Assets:

 

 

 

 

 

 

 

 

Securities

 

$

36,163

 

 

 

44,464

 

 

Other assets

Liabilities:

 

 

 

 

 

 

 

 

Deferred compensation obligation

 

$

36,085

 

 

 

44,388

 

 

Accounts payable and other liabilities

Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment loss (income) in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on changes in the value of their investment elections, is recognized within General and administrative expenses within the accompanying Consolidated Statements of Operations.

Investments in shares of the Company's common stock are included, at cost, as Treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included, at cost, within Additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to the Regency common stock fund are recorded directly within stockholders' equity.

15.
Earnings per Share and Unit

Parent Company Earnings per Share

The following summarizes the calculation of basic and diluted earnings per share:

 

 

 

Year ended December 31,

 

(in thousands, except per share data)

 

2022

 

 

2021

 

 

2020

 

Numerator:

 

 

 

 

 

 

 

 

 

Income attributable to common stockholders - basic

 

$

482,865

 

 

 

361,411

 

 

 

44,889

 

Income attributable to common stockholders - diluted

 

$

482,865

 

 

 

361,411

 

 

 

44,889

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding for basic EPS

 

 

171,404

 

 

 

170,236

 

 

 

169,231

 

Weighted average common shares outstanding for diluted EPS (1) (2)

 

 

171,791

 

 

 

170,694

 

 

 

169,460

 

Income per common share – basic

 

$

2.82

 

 

 

2.12

 

 

 

0.27

 

Income per common share – diluted

 

$

2.81

 

 

 

2.12

 

 

 

0.26

 

(1)
Includes the dilutive impact of unvested restricted stock.
(2)
Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude 1.0 million shares issuable under the forward ATM equity offering outstanding during 2021 as they would be anti-dilutive.

 

120


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2022

 

Income allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator and exchangeable Operating Partnership units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would be anti-dilutive. Weighted average exchangeable Operating Partnership units outstanding for the years ended December 31, 2022, 2021, and 2020, were 748,336, 761,955, and 765,046, respectively.

Operating Partnership Earnings per Unit

The following summarizes the calculation of basic and diluted earnings per unit:

 

 

 

Year ended December 31,

 

(in thousands, except per share data)

 

2022

 

 

2021

 

 

2020

 

Numerator:

 

 

 

 

 

 

 

 

 

Income attributable to common unit holders - basic

 

$

484,970

 

 

 

363,026

 

 

 

45,092

 

Income attributable to common unit holders - diluted

 

$

484,970

 

 

 

363,026

 

 

 

45,092

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding for basic EPU

 

 

172,152

 

 

 

170,998

 

 

 

169,997

 

Weighted average common units outstanding for diluted EPU (1) (2)

 

 

172,540

 

 

 

171,456

 

 

 

170,225

 

Income per common unit – basic

 

$

2.82

 

 

 

2.12

 

 

 

0.27

 

Income per common unit – diluted

 

$

2.81

 

 

 

2.12

 

 

 

0.26

 

(1)
Includes the dilutive impact of unvested restricted stock.
(2)
Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share exclude 1.0 million shares issuable under the forward ATM equity offering outstanding during 2021 as they would be anti-dilutive.
16.
Commitments and Contingencies

Litigation

The Company is involved in litigation on a number of matters, and is subject to other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.

Environmental

The Company is subject to numerous environmental laws and regulations pertaining primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, older underground petroleum storage tanks and other historic land use. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its shopping centers have revealed all potential environmental contaminants; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance program and to facilitate the construction of development projects. As of December 31, 2022 and 2021, the Company had $9.4 million in letters of credit outstanding.

121


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

122


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition
 (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

101 7th Avenue

 

$

48,340

 

 

 

34,895

 

 

 

(57,260

)

 

 

15,378

 

 

 

10,597

 

 

 

25,975

 

 

 

(1,550

)

 

 

24,425

 

 

 

 

1175 Third Avenue

 

 

40,560

 

 

 

25,617

 

 

 

33

 

 

 

40,560

 

 

 

25,650

 

 

 

66,210

 

 

 

(4,361

)

 

 

61,849

 

 

 

 

1225-1239 Second Ave

 

 

23,033

 

 

 

17,173

 

 

 

(33

)

 

 

23,033

 

 

 

17,140

 

 

 

40,173

 

 

 

(3,112

)

 

 

37,061

 

 

 

 

200 Potrero

 

 

4,860

 

 

 

2,251

 

 

 

135

 

 

 

4,860

 

 

 

2,386

 

 

 

7,246

 

 

 

(450

)

 

 

6,796

 

 

 

 

22 Crescent Road

 

 

2,198

 

 

 

272

 

 

 

(318

)

 

 

2,152

 

 

 

 

 

 

2,152

 

 

 

 

 

 

2,152

 

 

 

 

4S Commons Town Center

 

 

30,760

 

 

 

35,830

 

 

 

1,743

 

 

 

30,812

 

 

 

37,521

 

 

 

68,333

 

 

 

(29,841

)

 

 

38,492

 

 

 

(80,812

)

6401 Roosevelt

 

 

2,685

 

 

 

934

 

 

 

193

 

 

 

2,685

 

 

 

1,127

 

 

 

3,812

 

 

 

(88

)

 

 

3,724

 

 

 

 

90 - 30 Metropolitan Avenue

 

 

16,614

 

 

 

24,171

 

 

 

271

 

 

 

16,614

 

 

 

24,442

 

 

 

41,056

 

 

 

(4,272

)

 

 

36,784

 

 

 

 

91 Danbury Road

 

 

732

 

 

 

851

 

 

 

46

 

 

 

732

 

 

 

897

 

 

 

1,629

 

 

 

(205

)

 

 

1,424

 

 

 

 

Alafaya Village

 

 

3,004

 

 

 

5,852

 

 

 

215

 

 

 

3,004

 

 

 

6,067

 

 

 

9,071

 

 

 

(1,188

)

 

 

7,883

 

 

 

 

Alden Bridge

 

 

17,014

 

 

 

21,958

 

 

 

597

 

 

 

17,014

 

 

 

22,555

 

 

 

39,569

 

 

 

(1,436

)

 

 

38,133

 

 

 

(26,000

)

Amerige Heights Town Center

 

 

10,109

 

 

 

11,288

 

 

 

1,211

 

 

 

10,109

 

 

 

12,499

 

 

 

22,608

 

 

 

(6,361

)

 

 

16,247

 

 

 

 

Anastasia Plaza

 

 

9,065

 

 

 

 

 

 

1,025

 

 

 

3,338

 

 

 

6,752

 

 

 

10,090

 

 

 

(3,587

)

 

 

6,503

 

 

 

 

Apple Valley Square

 

 

5,438

 

 

 

21,328

 

 

 

(56

)

 

 

5,382

 

 

 

21,328

 

 

 

26,710

 

 

 

(1,196

)

 

 

25,514

 

 

 

 

Ashford Place

 

 

2,584

 

 

 

9,865

 

 

 

1,126

 

 

 

2,584

 

 

 

10,991

 

 

 

13,575

 

 

 

(9,016

)

 

 

4,559

 

 

 

 

Atlantic Village

 

 

4,282

 

 

 

18,827

 

 

 

2,093

 

 

 

4,868

 

 

 

20,334

 

 

 

25,202

 

 

 

(5,198

)

 

 

20,004

 

 

 

 

Aventura Shopping Center

 

 

2,751

 

 

 

10,459

 

 

 

11,129

 

 

 

9,486

 

 

 

14,853

 

 

 

24,339

 

 

 

(4,497

)

 

 

19,842

 

 

 

 

Aventura Square

 

 

88,098

 

 

 

20,771

 

 

 

1,799

 

 

 

89,657

 

 

 

21,011

 

 

 

110,668

 

 

 

(4,541

)

 

 

106,127

 

 

 

(2,340

)

Baederwood Shopping Center

 

 

12,016

 

 

 

33,556

 

 

 

323

 

 

 

12,016

 

 

 

33,879

 

 

 

45,895

 

 

 

(859

)

 

 

45,036

 

 

 

(24,365

)

Balboa Mesa Shopping Center

 

 

23,074

 

 

 

33,838

 

 

 

14,057

 

 

 

27,758

 

 

 

43,211

 

 

 

70,969

 

 

 

(19,638

)

 

 

51,331

 

 

 

 

Banco Popular Building

 

 

2,160

 

 

 

1,137

 

 

 

(1,294

)

 

 

2,003

 

 

 

 

 

 

2,003

 

 

 

 

 

 

2,003

 

 

 

 

Belleview Square

 

 

8,132

 

 

 

9,756

 

 

 

3,942

 

 

 

8,323

 

 

 

13,507

 

 

 

21,830

 

 

 

(10,116

)

 

 

11,714

 

 

 

 

Belmont Chase

 

 

13,881

 

 

 

17,193

 

 

 

(368

)

 

 

14,372

 

 

 

16,334

 

 

 

30,706

 

 

 

(8,092

)

 

 

22,614

 

 

 

 

Berkshire Commons

 

 

2,295

 

 

 

9,551

 

 

 

2,957

 

 

 

2,965

 

 

 

11,838

 

 

 

14,803

 

 

 

(9,463

)

 

 

5,340

 

 

 

 

Bethany Park Place

 

 

4,832

 

 

 

12,405

 

 

 

166

 

 

 

4,832

 

 

 

12,571

 

 

 

17,403

 

 

 

(835

)

 

 

16,568

 

 

 

(10,200

)

Bird 107 Plaza

 

 

10,371

 

 

 

5,136

 

 

 

56

 

 

 

10,371

 

 

 

5,192

 

 

 

15,563

 

 

 

(1,241

)

 

 

14,322

 

 

 

 

Bird Ludlam

 

 

42,663

 

 

 

38,481

 

 

 

935

 

 

 

42,663

 

 

 

39,416

 

 

 

82,079

 

 

 

(8,188

)

 

 

73,891

 

 

 

 

Black Rock

 

 

22,251

 

 

 

20,815

 

 

 

497

 

 

 

22,251

 

 

 

21,312

 

 

 

43,563

 

 

 

(6,766

)

 

 

36,797

 

 

 

(18,637

)

Blakeney Town Center (fka Blakeney Shopping Center)

 

 

82,411

 

 

 

89,165

 

 

 

1,431

 

 

 

82,411

 

 

 

90,596

 

 

 

173,007

 

 

 

(4,278

)

 

 

168,729

 

 

 

 

Bloomingdale Square

 

 

3,940

 

 

 

14,912

 

 

 

22,981

 

 

 

8,639

 

 

 

33,194

 

 

 

41,833

 

 

 

(12,435

)

 

 

29,398

 

 

 

 

Blossom Valley

 

 

31,988

 

 

 

5,850

 

 

 

767

 

 

 

31,988

 

 

 

6,617

 

 

 

38,605

 

 

 

(515

)

 

 

38,090

 

 

 

(22,300

)

123


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

Boca Village Square

 

 

43,888

 

 

 

9,726

 

 

 

274

 

 

 

43,888

 

 

 

10,000

 

 

 

53,888

 

 

 

(2,903

)

 

 

50,985

 

 

 

 

Boulevard Center

 

 

3,659

 

 

 

10,787

 

 

 

3,001

 

 

 

3,659

 

 

 

13,788

 

 

 

17,447

 

 

 

(9,205

)

 

 

8,242

 

 

 

 

Boynton Lakes Plaza

 

 

2,628

 

 

 

11,236

 

 

 

5,203

 

 

 

3,606

 

 

 

15,461

 

 

 

19,067

 

 

 

(9,494

)

 

 

9,573

 

 

 

 

Boynton Plaza

 

 

12,879

 

 

 

20,713

 

 

 

280

 

 

 

12,879

 

 

 

20,993

 

 

 

33,872

 

 

 

(4,581

)

 

 

29,291

 

 

 

 

Brentwood Plaza

 

 

2,788

 

 

 

3,473

 

 

 

357

 

 

 

2,788

 

 

 

3,830

 

 

 

6,618

 

 

 

(1,897

)

 

 

4,721

 

 

 

 

Briarcliff La Vista

 

 

694

 

 

 

3,292

 

 

 

600

 

 

 

694

 

 

 

3,892

 

 

 

4,586

 

 

 

(3,407

)

 

 

1,179

 

 

 

 

Briarcliff Village

 

 

4,597

 

 

 

24,836

 

 

 

5,750

 

 

 

5,519

 

 

 

29,664

 

 

 

35,183

 

 

 

(21,385

)

 

 

13,798

 

 

 

 

Brick Walk

 

 

25,299

 

 

 

41,995

 

 

 

2,071

 

 

 

25,299

 

 

 

44,066

 

 

 

69,365

 

 

 

(12,220

)

 

 

57,145

 

 

 

(31,131

)

BridgeMill Market

 

 

7,521

 

 

 

13,306

 

 

 

969

 

 

 

7,522

 

 

 

14,274

 

 

 

21,796

 

 

 

(3,693

)

 

 

18,103

 

 

 

 

Bridgeton

 

 

3,033

 

 

 

8,137

 

 

 

621

 

 

 

3,067

 

 

 

8,724

 

 

 

11,791

 

 

 

(3,743

)

 

 

8,048

 

 

 

 

 

 

124


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

125


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition
 (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Brighten Park

 

 

3,983

 

 

 

18,687

 

 

 

11,395

 

 

 

4,234

 

 

 

29,831

 

 

 

34,065

 

 

 

(21,759

)

 

 

12,306

 

 

 

 

Broadway Plaza

 

 

40,723

 

 

 

42,170

 

 

 

2,100

 

 

 

40,723

 

 

 

44,270

 

 

 

84,993

 

 

 

(9,024

)

 

 

75,969

 

 

 

 

Brooklyn Station on Riverside

 

 

7,019

 

 

 

8,688

 

 

 

283

 

 

 

6,998

 

 

 

8,992

 

 

 

15,990

 

 

 

(3,053

)

 

 

12,937

 

 

 

 

Brookside Plaza

 

 

35,161

 

 

 

17,494

 

 

 

6,104

 

 

 

36,163

 

 

 

22,596

 

 

 

58,759

 

 

 

(6,220

)

 

 

52,539

 

 

 

 

Buckhead Court

 

 

1,417

 

 

 

7,432

 

 

 

4,422

 

 

 

1,417

 

 

 

11,854

 

 

 

13,271

 

 

 

(9,809

)

 

 

3,462

 

 

 

 

Buckhead Landing

 

 

45,502

 

 

 

16,642

 

 

 

103

 

 

 

45,502

 

 

 

16,745

 

 

 

62,247

 

 

 

(6,221

)

 

 

56,026

 

 

 

 

Buckhead Station

 

 

70,411

 

 

 

36,518

 

 

 

2,094

 

 

 

70,448

 

 

 

38,575

 

 

 

109,023

 

 

 

(10,036

)

 

 

98,987

 

 

 

 

Buckley Square

 

 

2,970

 

 

 

5,978

 

 

 

1,402

 

 

 

2,970

 

 

 

7,380

 

 

 

10,350

 

 

 

(4,999

)

 

 

5,351

 

 

 

 

Caligo Crossing

 

 

2,459

 

 

 

4,897

 

 

 

148

 

 

 

2,546

 

 

 

4,958

 

 

 

7,504

 

 

 

(3,993

)

 

 

3,511

 

 

 

 

Cambridge Square

 

 

774

 

 

 

4,347

 

 

 

605

 

 

 

774

 

 

 

4,952

 

 

 

5,726

 

 

 

(3,437

)

 

 

2,289

 

 

 

 

Carmel Commons

 

 

2,466

 

 

 

12,548

 

 

 

5,206

 

 

 

3,422

 

 

 

16,798

 

 

 

20,220

 

 

 

(11,975

)

 

 

8,245

 

 

 

 

Carriage Gate

 

 

833

 

 

 

4,974

 

 

 

3,224

 

 

 

1,302

 

 

 

7,729

 

 

 

9,031

 

 

 

(7,203

)

 

 

1,828

 

 

 

 

Carytown Exchange

 

 

23,720

 

 

 

19,270

 

 

 

(53

)

 

 

23,721

 

 

 

19,216

 

 

 

42,937

 

 

 

(2,641

)

 

 

40,296

 

 

 

 

Cashmere Corners

 

 

3,187

 

 

 

9,397

 

 

 

647

 

 

 

3,187

 

 

 

10,044

 

 

 

13,231

 

 

 

(2,638

)

 

 

10,593

 

 

 

 

Cedar Commons

 

 

4,704

 

 

 

16,748

 

 

 

54

 

 

 

4,704

 

 

 

16,802

 

 

 

21,506

 

 

 

(728

)

 

 

20,778

 

 

 

 

Centerplace of Greeley III

 

 

6,661

 

 

 

11,502

 

 

 

1,295

 

 

 

5,694

 

 

 

13,764

 

 

 

19,458

 

 

 

(7,161

)

 

 

12,297

 

 

 

 

Charlotte Square

 

 

1,141

 

 

 

6,845

 

 

 

1,008

 

 

 

1,141

 

 

 

7,853

 

 

 

8,994

 

 

 

(2,308

)

 

 

6,686

 

 

 

 

Chasewood Plaza

 

 

4,612

 

 

 

20,829

 

 

 

5,603

 

 

 

6,886

 

 

 

24,158

 

 

 

31,044

 

 

 

(20,840

)

 

 

10,204

 

 

 

 

Chastain Square

 

 

30,074

 

 

 

12,644

 

 

 

2,307

 

 

 

30,074

 

 

 

14,951

 

 

 

45,025

 

 

 

(4,491

)

 

 

40,534

 

 

 

 

Cherry Grove

 

 

3,533

 

 

 

15,862

 

 

 

5,080

 

 

 

3,533

 

 

 

20,942

 

 

 

24,475

 

 

 

(13,651

)

 

 

10,824

 

 

 

 

Chimney Rock

 

 

23,623

 

 

 

48,200

 

 

 

440

 

 

 

23,623

 

 

 

48,640

 

 

 

72,263

 

 

 

(15,623

)

 

 

56,640

 

 

 

 

Circle Center West

 

 

22,930

 

 

 

9,028

 

 

 

183

 

 

 

22,930

 

 

 

9,211

 

 

 

32,141

 

 

 

(2,140

)

 

 

30,001

 

 

 

 

Circle Marina Center

 

 

29,303

 

 

 

18,437

 

 

 

153

 

 

 

29,303

 

 

 

18,590

 

 

 

47,893

 

 

 

(2,210

)

 

 

45,683

 

 

 

(24,000

)

CityLine Market

 

 

12,208

 

 

 

15,839

 

 

 

341

 

 

 

12,306

 

 

 

16,082

 

 

 

28,388

 

 

 

(5,640

)

 

 

22,748

 

 

 

 

CityLine Market Phase II

 

 

2,744

 

 

 

3,081

 

 

 

104

 

 

 

2,744

 

 

 

3,185

 

 

 

5,929

 

 

 

(997

)

 

 

4,932

 

 

 

 

Clayton Valley Shopping Center

 

 

24,189

 

 

 

35,422

 

 

 

2,248

 

 

 

24,538

 

 

 

37,321

 

 

 

61,859

 

 

 

(29,371

)

 

 

32,488

 

 

 

 

Clocktower Plaza Shopping Ctr

 

 

49,630

 

 

 

19,624

 

 

 

702

 

 

 

49,630

 

 

 

20,326

 

 

 

69,956

 

 

 

(4,310

)

 

 

65,646

 

 

 

 

Clybourn Commons

 

 

15,056

 

 

 

5,594

 

 

 

496

 

 

 

15,056

 

 

 

6,090

 

 

 

21,146

 

 

 

(2,008

)

 

 

19,138

 

 

 

 

Cochran's Crossing

 

 

13,154

 

 

 

12,315

 

 

 

2,549

 

 

 

13,154

 

 

 

14,864

 

 

 

28,018

 

 

 

(11,607

)

 

 

16,411

 

 

 

 

Compo Acres Shopping Center

 

 

28,627

 

 

 

10,395

 

 

 

874

 

 

 

28,627

 

 

 

11,269

 

 

 

39,896

 

 

 

(2,312

)

 

 

37,584

 

 

 

 

Concord Shopping Plaza

 

 

30,819

 

 

 

36,506

 

 

 

1,616

 

 

 

31,272

 

 

 

37,669

 

 

 

68,941

 

 

 

(7,356

)

 

 

61,585

 

 

 

 

Copps Hill Plaza

 

 

29,515

 

 

 

40,673

 

 

 

2,411

 

 

 

29,514

 

 

 

43,085

 

 

 

72,599

 

 

 

(7,436

)

 

 

65,163

 

 

 

(8,962

)

Coral Reef Shopping Center

 

 

14,922

 

 

 

15,200

 

 

 

2,441

 

 

 

15,332

 

 

 

17,231

 

 

 

32,563

 

 

 

(3,981

)

 

 

28,582

 

 

 

 

Corkscrew Village

 

 

8,407

 

 

 

8,004

 

 

 

851

 

 

 

8,407

 

 

 

8,855

 

 

 

17,262

 

 

 

(4,397

)

 

 

12,865

 

 

 

 

Cornerstone Square

 

 

1,772

 

 

 

6,944

 

 

 

1,678

 

 

 

1,772

 

 

 

8,622

 

 

 

10,394

 

 

 

(6,862

)

 

 

3,532

 

 

 

 

126


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

Corral Hollow

 

 

8,887

 

 

 

24,121

 

 

 

39

 

 

 

8,887

 

 

 

24,160

 

 

 

33,047

 

 

 

(706

)

 

 

32,341

 

 

 

 

Corvallis Market Center

 

 

6,674

 

 

 

12,244

 

 

 

472

 

 

 

6,696

 

 

 

12,694

 

 

 

19,390

 

 

 

(7,892

)

 

 

11,498

 

 

 

 

Country Walk Plaza

 

 

18,713

 

 

 

20,373

 

 

 

194

 

 

 

18,713

 

 

 

20,567

 

 

 

39,280

 

 

 

(2,143

)

 

 

37,137

 

 

 

(16,000

)

Countryside Shops

 

 

17,982

 

 

 

35,574

 

 

 

13,718

 

 

 

23,175

 

 

 

44,099

 

 

 

67,274

 

 

 

(12,190

)

 

 

55,084

 

 

 

 

Courtyard Shopping Center

 

 

5,867

 

 

 

4

 

 

 

3

 

 

 

5,867

 

 

 

7

 

 

 

5,874

 

 

 

(3

)

 

 

5,871

 

 

 

 

Culver Center

 

 

108,841

 

 

 

32,308

 

 

 

2,329

 

 

 

108,841

 

 

 

34,637

 

 

 

143,478

 

 

 

(7,932

)

 

 

135,546

 

 

 

 

 

 

127


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

128


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition
 (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Danbury Green

 

 

30,303

 

 

 

19,255

 

 

 

1,038

 

 

 

30,303

 

 

 

20,293

 

 

 

50,596

 

 

 

(4,172

)

 

 

46,424

 

 

 

 

Dardenne Crossing

 

 

4,194

 

 

 

4,005

 

 

 

727

 

 

 

4,343

 

 

 

4,583

 

 

 

8,926

 

 

 

(2,563

)

 

 

6,363

 

 

 

 

Darinor Plaza

 

 

693

 

 

 

32,140

 

 

 

1,236

 

 

 

711

 

 

 

33,358

 

 

 

34,069

 

 

 

(7,099

)

 

 

26,970

 

 

 

 

Diablo Plaza

 

 

5,300

 

 

 

8,181

 

 

 

2,499

 

 

 

5,300

 

 

 

10,680

 

 

 

15,980

 

 

 

(6,750

)

 

 

9,230

 

 

 

 

Dunwoody Hall

 

 

15,145

 

 

 

12,110

 

 

 

189

 

 

 

15,145

 

 

 

12,299

 

 

 

27,444

 

 

 

(700

)

 

 

26,744

 

 

 

(13,800

)

Dunwoody Village

 

 

3,342

 

 

 

15,934

 

 

 

6,409

 

 

 

3,342

 

 

 

22,343

 

 

 

25,685

 

 

 

(17,574

)

 

 

8,111

 

 

 

 

East Meadow

 

 

12,325

 

 

 

21,378

 

 

 

91

 

 

 

12,267

 

 

 

21,527

 

 

 

33,794

 

 

 

(946

)

 

 

32,848

 

 

 

 

East Meadow Plaza

 

 

13,135

 

 

 

25,070

 

 

 

(29

)

 

 

13,135

 

 

 

25,041

 

 

 

38,176

 

 

 

(380

)

 

 

37,796

 

 

 

 

East Pointe

 

 

1,730

 

 

 

7,189

 

 

 

2,607

 

 

 

1,941

 

 

 

9,585

 

 

 

11,526

 

 

 

(7,081

)

 

 

4,445

 

 

 

 

East San Marco

 

 

4,517

 

 

 

13,528

 

 

 

 

 

 

4,517

 

 

 

13,528

 

 

 

18,045

 

 

 

(357

)

 

 

17,688

 

 

 

 

Eastport

 

 

2,985

 

 

 

5,649

 

 

 

(32

)

 

 

2,925

 

 

 

5,677

 

 

 

8,602

 

 

 

(282

)

 

 

8,320

 

 

 

 

El Camino Shopping Center

 

 

7,600

 

 

 

11,538

 

 

 

15,334

 

 

 

10,328

 

 

 

24,144

 

 

 

34,472

 

 

 

(12,157

)

 

 

22,315

 

 

 

 

El Cerrito Plaza

 

 

11,025

 

 

 

27,371

 

 

 

3,570

 

 

 

11,025

 

 

 

30,941

 

 

 

41,966

 

 

 

(14,632

)

 

 

27,334

 

 

 

 

El Norte Pkwy Plaza

 

 

2,834

 

 

 

7,370

 

 

 

3,000

 

 

 

3,263

 

 

 

9,941

 

 

 

13,204

 

 

 

(6,644

)

 

 

6,560

 

 

 

 

Encina Grande

 

 

5,040

 

 

 

11,572

 

 

 

20,175

 

 

 

10,518

 

 

 

26,269

 

 

 

36,787

 

 

 

(16,314

)

 

 

20,473

 

 

 

 

Fairfield Center

 

 

6,731

 

 

 

29,420

 

 

 

1,550

 

 

 

6,731

 

 

 

30,970

 

 

 

37,701

 

 

 

(8,265

)

 

 

29,436

 

 

 

 

Falcon Marketplace

 

 

1,340

 

 

 

4,168

 

 

 

487

 

 

 

1,246

 

 

 

4,749

 

 

 

5,995

 

 

 

(3,136

)

 

 

2,859

 

 

 

 

Fellsway Plaza

 

 

30,712

 

 

 

7,327

 

 

 

9,963

 

 

 

34,923

 

 

 

13,079

 

 

 

48,002

 

 

 

(8,109

)

 

 

39,893

 

 

 

(35,446

)

Fenton Marketplace

 

 

2,298

 

 

 

8,510

 

 

 

(7,934

)

 

 

512

 

 

 

2,362

 

 

 

2,874

 

 

 

(1,336

)

 

 

1,538

 

 

 

 

Fleming Island

 

 

3,077

 

 

 

11,587

 

 

 

3,380

 

 

 

3,111

 

 

 

14,933

 

 

 

18,044

 

 

 

(9,610

)

 

 

8,434

 

 

 

 

Fountain Square

 

 

29,722

 

 

 

29,041

 

 

 

(183

)

 

 

29,784

 

 

 

28,796

 

 

 

58,580

 

 

 

(12,810

)

 

 

45,770

 

 

 

 

French Valley Village Center

 

 

11,924

 

 

 

16,856

 

 

 

554

 

 

 

11,822

 

 

 

17,512

 

 

 

29,334

 

 

 

(15,494

)

 

 

13,840

 

 

 

 

Friars Mission Center

 

 

6,660

 

 

 

28,021

 

 

 

2,541

 

 

 

6,660

 

 

 

30,562

 

 

 

37,222

 

 

 

(18,551

)

 

 

18,671

 

 

 

 

Gardens Square

 

 

2,136

 

 

 

8,273

 

 

 

769

 

 

 

2,136

 

 

 

9,042

 

 

 

11,178

 

 

 

(5,974

)

 

 

5,204

 

 

 

 

Gateway Shopping Center

 

 

52,665

 

 

 

7,134

 

 

 

12,097

 

 

 

55,087

 

 

 

16,809

 

 

 

71,896

 

 

 

(19,483

)

 

 

52,413

 

 

 

 

Gelson's Westlake Market Plaza

 

 

3,157

 

 

 

11,153

 

 

 

5,942

 

 

 

4,654

 

 

 

15,598

 

 

 

20,252

 

 

 

(9,632

)

 

 

10,620

 

 

 

 

Glen Oak Plaza

 

 

4,103

 

 

 

12,951

 

 

 

1,564

 

 

 

4,124

 

 

 

14,494

 

 

 

18,618

 

 

 

(5,568

)

 

 

13,050

 

 

 

 

Glengary Shoppes

 

 

9,120

 

 

 

11,541

 

 

 

1,010

 

 

 

9,120

 

 

 

12,551

 

 

 

21,671

 

 

 

(3,076

)

 

 

18,595

 

 

 

 

Glenwood Village

 

 

1,194

 

 

 

5,381

 

 

 

428

 

 

 

1,194

 

 

 

5,809

 

 

 

7,003

 

 

 

(4,906

)

 

 

2,097

 

 

 

 

Golden Hills Plaza

 

 

12,699

 

 

 

18,482

 

 

 

3,718

 

 

 

11,521

 

 

 

23,378

 

 

 

34,899

 

 

 

(12,797

)

 

 

22,102

 

 

 

 

Grand Ridge Plaza

 

 

24,208

 

 

 

61,033

 

 

 

5,886

 

 

 

24,918

 

 

 

66,209

 

 

 

91,127

 

 

 

(29,671

)

 

 

61,456

 

 

 

 

Greenwood Shopping Centre

 

 

7,777

 

 

 

24,829

 

 

 

975

 

 

 

7,777

 

 

 

25,804

 

 

 

33,581

 

 

 

(5,936

)

 

 

27,645

 

 

 

 

Hammocks Town Center

 

 

28,764

 

 

 

25,113

 

 

 

1,337

 

 

 

28,764

 

 

 

26,450

 

 

 

55,214

 

 

 

(6,132

)

 

 

49,082

 

 

 

 

Hancock

 

 

8,232

 

 

 

28,260

 

 

 

(12,901

)

 

 

4,692

 

 

 

18,899

 

 

 

23,591

 

 

 

(11,890

)

 

 

11,701

 

 

 

 

Harpeth Village Fieldstone

 

 

2,284

 

 

 

9,443

 

 

 

807

 

 

 

2,284

 

 

 

10,250

 

 

 

12,534

 

 

 

(6,472

)

 

 

6,062

 

 

 

 

129


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

Hasley Canyon Village

 

 

17,630

 

 

 

8,231

 

 

 

16

 

 

 

17,630

 

 

 

8,247

 

 

 

25,877

 

 

 

(540

)

 

 

25,337

 

 

 

(16,000

)

Heritage Plaza

 

 

12,390

 

 

 

26,097

 

 

 

14,665

 

 

 

12,215

 

 

 

40,937

 

 

 

53,152

 

 

 

(21,674

)

 

 

31,478

 

 

 

 

Hershey

 

 

7

 

 

 

808

 

 

 

11

 

 

 

7

 

 

 

819

 

 

 

826

 

 

 

(567

)

 

 

259

 

 

 

 

Hewlett Crossing I & II

 

 

11,850

 

 

 

18,205

 

 

 

821

 

 

 

11,850

 

 

 

19,026

 

 

 

30,876

 

 

 

(3,166

)

 

 

27,710

 

 

 

(8,879

)

Hibernia Pavilion

 

 

4,929

 

 

 

5,065

 

 

 

239

 

 

 

4,929

 

 

 

5,304

 

 

 

10,233

 

 

 

(4,242

)

 

 

5,991

 

 

 

 

Hillcrest Village

 

 

1,600

 

 

 

1,909

 

 

 

51

 

 

 

1,600

 

 

 

1,960

 

 

 

3,560

 

 

 

(1,196

)

 

 

2,364

 

 

 

 

130


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

131


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition
 (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Hilltop Village

 

 

2,995

 

 

 

4,581

 

 

 

4,354

 

 

 

3,104

 

 

 

8,826

 

 

 

11,930

 

 

 

(4,705

)

 

 

7,225

 

 

 

 

Hinsdale Lake Commons (fka Hinsdale)

 

 

5,734

 

 

 

16,709

 

 

 

11,805

 

 

 

8,343

 

 

 

25,905

 

 

 

34,248

 

 

 

(17,075

)

 

 

17,173

 

 

 

 

Holly Park

 

 

8,975

 

 

 

23,799

 

 

 

2,274

 

 

 

8,828

 

 

 

26,220

 

 

 

35,048

 

 

 

(8,282

)

 

 

26,766

 

 

 

 

Howell Mill Village

 

 

5,157

 

 

 

14,279

 

 

 

7,444

 

 

 

9,610

 

 

 

17,270

 

 

 

26,880

 

 

 

(8,580

)

 

 

18,300

 

 

 

 

Hyde Park

 

 

9,809

 

 

 

39,905

 

 

 

7,299

 

 

 

9,809

 

 

 

47,204

 

 

 

57,013

 

 

 

(30,450

)

 

 

26,563

 

 

 

 

Indian Springs Center

 

 

24,974

 

 

 

25,903

 

 

 

1,143

 

 

 

25,050

 

 

 

26,970

 

 

 

52,020

 

 

 

(8,011

)

 

 

44,009

 

 

 

 

Indigo Square

 

 

8,087

 

 

 

9,849

 

 

 

(4

)

 

 

8,087

 

 

 

9,845

 

 

 

17,932

 

 

 

(2,336

)

 

 

15,596

 

 

 

 

Inglewood Plaza

 

 

1,300

 

 

 

2,159

 

 

 

946

 

 

 

1,300

 

 

 

3,105

 

 

 

4,405

 

 

 

(1,928

)

 

 

2,477

 

 

 

 

Island Village

 

 

12,354

 

 

 

23,660

 

 

 

171

 

 

 

12,361

 

 

 

23,824

 

 

 

36,185

 

 

 

(724

)

 

 

35,461

 

 

 

 

Keller Town Center

 

 

2,294

 

 

 

12,841

 

 

 

816

 

 

 

2,404

 

 

 

13,547

 

 

 

15,951

 

 

 

(7,842

)

 

 

8,109

 

 

 

 

Kirkman Shoppes

 

 

9,364

 

 

 

26,243

 

 

 

693

 

 

 

9,367

 

 

 

26,933

 

 

 

36,300

 

 

 

(5,742

)

 

 

30,558

 

 

 

 

Kirkwood Commons

 

 

6,772

 

 

 

16,224

 

 

 

1,384

 

 

 

6,802

 

 

 

17,578

 

 

 

24,380

 

 

 

(6,661

)

 

 

17,719

 

 

 

 

Klahanie Shopping Center

 

 

14,451

 

 

 

20,089

 

 

 

408

 

 

 

14,451

 

 

 

20,497

 

 

 

34,948

 

 

 

(4,608

)

 

 

30,340

 

 

 

 

Kroger New Albany Center

 

 

3,844

 

 

 

6,599

 

 

 

1,392

 

 

 

3,844

 

 

 

7,991

 

 

 

11,835

 

 

 

(6,528

)

 

 

5,307

 

 

 

 

Lake Mary Centre

 

 

24,036

 

 

 

57,476

 

 

 

2,507

 

 

 

24,036

 

 

 

59,983

 

 

 

84,019

 

 

 

(14,241

)

 

 

69,778

 

 

 

 

Lake Pine Plaza

 

 

2,008

 

 

 

7,632

 

 

 

1,137

 

 

 

2,029

 

 

 

8,748

 

 

 

10,777

 

 

 

(5,546

)

 

 

5,231

 

 

 

 

Lebanon/Legacy Center

 

 

3,913

 

 

 

7,874

 

 

 

1,179

 

 

 

3,913

 

 

 

9,053

 

 

 

12,966

 

 

 

(6,923

)

 

 

6,043

 

 

 

 

Littleton Square

 

 

2,030

 

 

 

8,859

 

 

 

(3,527

)

 

 

2,433

 

 

 

4,929

 

 

 

7,362

 

 

 

(3,197

)

 

 

4,165

 

 

 

 

Lloyd King Center

 

 

1,779

 

 

 

10,060

 

 

 

1,651

 

 

 

1,779

 

 

 

11,711

 

 

 

13,490

 

 

 

(7,454

)

 

 

6,036

 

 

 

 

Lower Nazareth Commons

 

 

15,992

 

 

 

12,964

 

 

 

4,099

 

 

 

16,343

 

 

 

16,712

 

 

 

33,055

 

 

 

(13,077

)

 

 

19,978

 

 

 

 

Mandarin Landing

 

 

7,913

 

 

 

27,230

 

 

 

671

 

 

 

7,913

 

 

 

27,901

 

 

 

35,814

 

 

 

(7,095

)

 

 

28,719

 

 

 

 

Market at Colonnade Center

 

 

6,455

 

 

 

9,839

 

 

 

184

 

 

 

6,160

 

 

 

10,318

 

 

 

16,478

 

 

 

(5,678

)

 

 

10,800

 

 

 

 

Market at Preston Forest

 

 

4,400

 

 

 

11,445

 

 

 

1,867

 

 

 

4,400

 

 

 

13,312

 

 

 

17,712

 

 

 

(8,446

)

 

 

9,266

 

 

 

 

Market at Round Rock

 

 

2,000

 

 

 

9,676

 

 

 

8,650

 

 

 

1,996

 

 

 

18,330

 

 

 

20,326

 

 

 

(11,494

)

 

 

8,832

 

 

 

 

Market at Springwoods Village

 

 

12,592

 

 

 

12,781

 

 

 

76

 

 

 

12,592

 

 

 

12,857

 

 

 

25,449

 

 

 

(4,302

)

 

 

21,147

 

 

 

(4,250

)

Marketplace at Briargate

 

 

1,706

 

 

 

4,885

 

 

 

347

 

 

 

1,727

 

 

 

5,211

 

 

 

6,938

 

 

 

(3,406

)

 

 

3,532

 

 

 

 

Mellody Farm

 

 

35,628

 

 

 

66,847

 

 

 

(458

)

 

 

35,628

 

 

 

66,389

 

 

 

102,017

 

 

 

(14,087

)

 

 

87,930

 

 

 

 

Melrose Market

 

 

4,451

 

 

 

10,807

 

 

 

(74

)

 

 

4,451

 

 

 

10,733

 

 

 

15,184

 

 

 

(1,818

)

 

 

13,366

 

 

 

 

Millhopper Shopping Center

 

 

1,073

 

 

 

5,358

 

 

 

5,920

 

 

 

1,901

 

 

 

10,450

 

 

 

12,351

 

 

 

(8,007

)

 

 

4,344

 

 

 

 

132


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

Mockingbird Commons

 

 

3,000

 

 

 

10,728

 

 

 

3,026

 

 

 

3,000

 

 

 

13,754

 

 

 

16,754

 

 

 

(8,214

)

 

 

8,540

 

 

 

 

Monument Jackson Creek

 

 

2,999

 

 

 

6,765

 

 

 

1,321

 

 

 

2,999

 

 

 

8,086

 

 

 

11,085

 

 

 

(6,426

)

 

 

4,659

 

 

 

 

Morningside Plaza

 

 

4,300

 

 

 

13,951

 

 

 

969

 

 

 

4,300

 

 

 

14,920

 

 

 

19,220

 

 

 

(9,276

)

 

 

9,944

 

 

 

 

Murrayhill Marketplace

 

 

2,670

 

 

 

18,401

 

 

 

14,396

 

 

 

2,903

 

 

 

32,564

 

 

 

35,467

 

 

 

(18,563

)

 

 

16,904

 

 

 

 

Naples Walk

 

 

18,173

 

 

 

13,554

 

 

 

2,264

 

 

 

18,173

 

 

 

15,818

 

 

 

33,991

 

 

 

(8,109

)

 

 

25,882

 

 

 

 

Newberry Square

 

 

2,412

 

 

 

10,150

 

 

 

1,338

 

 

 

2,412

 

 

 

11,488

 

 

 

13,900

 

 

 

(9,815

)

 

 

4,085

 

 

 

 

Newland Center

 

 

12,500

 

 

 

10,697

 

 

 

8,721

 

 

 

16,276

 

 

 

15,642

 

 

 

31,918

 

 

 

(11,114

)

 

 

20,804

 

 

 

 

Nocatee Town Center

 

 

10,124

 

 

 

8,691

 

 

 

8,629

 

 

 

11,045

 

 

 

16,399

 

 

 

27,444

 

 

 

(9,765

)

 

 

17,679

 

 

 

 

North Hills

 

 

4,900

 

 

 

19,774

 

 

 

4,342

 

 

 

4,900

 

 

 

24,116

 

 

 

29,016

 

 

 

(14,104

)

 

 

14,912

 

 

 

 

Northgate Marketplace

 

 

5,668

 

 

 

13,727

 

 

 

(51

)

 

 

4,995

 

 

 

14,349

 

 

 

19,344

 

 

 

(7,629

)

 

 

11,715

 

 

 

 

Northgate Marketplace Ph II

 

 

12,189

 

 

 

30,171

 

 

 

133

 

 

 

12,189

 

 

 

30,304

 

 

 

42,493

 

 

 

(9,159

)

 

 

33,334

 

 

 

 

Northgate Plaza (Maxtown Road)

 

 

1,769

 

 

 

6,652

 

 

 

4,973

 

 

 

2,840

 

 

 

10,554

 

 

 

13,394

 

 

 

(6,739

)

 

 

6,655

 

 

 

 

133


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

134


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition
 (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Northgate Square

 

 

5,011

 

 

 

8,692

 

 

 

1,126

 

 

 

5,011

 

 

 

9,818

 

 

 

14,829

 

 

 

(5,269

)

 

 

9,560

 

 

 

 

Northlake Village

 

 

2,662

 

 

 

11,284

 

 

 

5,433

 

 

 

2,662

 

 

 

16,717

 

 

 

19,379

 

 

 

(6,970

)

 

 

12,409

 

 

 

 

Oakshade Town Center

 

 

6,591

 

 

 

28,966

 

 

 

915

 

 

 

6,591

 

 

 

29,881

 

 

 

36,472

 

 

 

(12,266

)

 

 

24,206

 

 

 

(4,869

)

Oakbrook Plaza

 

 

4,000

 

 

 

6,668

 

 

 

6,038

 

 

 

4,766

 

 

 

11,940

 

 

 

16,706

 

 

 

(6,362

)

 

 

10,344

 

 

 

 

Oakleaf Commons

 

 

3,503

 

 

 

11,671

 

 

 

1,811

 

 

 

3,190

 

 

 

13,795

 

 

 

16,985

 

 

 

(8,550

)

 

 

8,435

 

 

 

 

Ocala Corners

 

 

1,816

 

 

 

10,515

 

 

 

611

 

 

 

1,816

 

 

 

11,126

 

 

 

12,942

 

 

 

(5,686

)

 

 

7,256

 

 

 

 

Old St Augustine Plaza

 

 

2,368

 

 

 

11,405

 

 

 

13,513

 

 

 

3,455

 

 

 

23,831

 

 

 

27,286

 

 

 

(11,850

)

 

 

15,436

 

 

 

 

Pablo Plaza

 

 

11,894

 

 

 

21,407

 

 

 

11,347

 

 

 

14,135

 

 

 

30,513

 

 

 

44,648

 

 

 

(7,846

)

 

 

36,802

 

 

 

 

Paces Ferry Plaza

 

 

2,812

 

 

 

12,639

 

 

 

20,927

 

 

 

13,803

 

 

 

22,575

 

 

 

36,378

 

 

 

(13,670

)

 

 

22,708

 

 

 

 

Panther Creek

 

 

14,414

 

 

 

14,748

 

 

 

6,002

 

 

 

15,212

 

 

 

19,952

 

 

 

35,164

 

 

 

(15,633

)

 

 

19,531

 

 

 

 

Pavillion

 

 

15,626

 

 

 

22,124

 

 

 

1,079

 

 

 

15,626

 

 

 

23,203

 

 

 

38,829

 

 

 

(5,971

)

 

 

32,858

 

 

 

 

Peartree Village

 

 

5,197

 

 

 

19,746

 

 

 

890

 

 

 

5,197

 

 

 

20,636

 

 

 

25,833

 

 

 

(14,605

)

 

 

11,228

 

 

 

 

Persimmon Place

 

 

25,975

 

 

 

38,114

 

 

 

623

 

 

 

26,692

 

 

 

38,020

 

 

 

64,712

 

 

 

(15,824

)

 

 

48,888

 

 

 

 

Pike Creek

 

 

5,153

 

 

 

20,652

 

 

 

7,238

 

 

 

5,850

 

 

 

27,193

 

 

 

33,043

 

 

 

(15,288

)

 

 

17,755

 

 

 

 

Pine Island

 

 

21,086

 

 

 

28,123

 

 

 

3,778

 

 

 

21,086

 

 

 

31,901

 

 

 

52,987

 

 

 

(8,835

)

 

 

44,152

 

 

 

 

Pine Lake Village

 

 

6,300

 

 

 

10,991

 

 

 

1,835

 

 

 

6,300

 

 

 

12,826

 

 

 

19,126

 

 

 

(7,989

)

 

 

11,137

 

 

 

 

Pine Ridge Square

 

 

13,951

 

 

 

23,147

 

 

 

1,129

 

 

 

13,951

 

 

 

24,276

 

 

 

38,227

 

 

 

(5,550

)

 

 

32,677

 

 

 

 

Pine Tree Plaza

 

 

668

 

 

 

6,220

 

 

 

980

 

 

 

668

 

 

 

7,200

 

 

 

7,868

 

 

 

(4,385

)

 

 

3,483

 

 

 

 

Pinecrest Place

 

 

4,193

 

 

 

13,275

 

 

 

(189

)

 

 

3,992

 

 

 

13,287

 

 

 

17,279

 

 

 

(2,943

)

 

 

14,336

 

 

 

 

Plaza Escuela

 

 

24,829

 

 

 

104,395

 

 

 

3,446

 

 

 

24,829

 

 

 

107,841

 

 

 

132,670

 

 

 

(17,147

)

 

 

115,523

 

 

 

 

Plaza Hermosa

 

 

4,200

 

 

 

10,109

 

 

 

3,610

 

 

 

4,202

 

 

 

13,717

 

 

 

17,919

 

 

 

(8,598

)

 

 

9,321

 

 

 

 

Point 50

 

 

15,239

 

 

 

11,367

 

 

 

328

 

 

 

14,628

 

 

 

12,306

 

 

 

26,934

 

 

 

(1,468

)

 

 

25,466

 

 

 

 

Point Royale Shopping Center

 

 

18,201

 

 

 

14,889

 

 

 

6,614

 

 

 

19,386

 

 

 

20,318

 

 

 

39,704

 

 

 

(6,474

)

 

 

33,230

 

 

 

 

Post Road Plaza

 

 

15,240

 

 

 

5,196

 

 

 

176

 

 

 

15,240

 

 

 

5,372

 

 

 

20,612

 

 

 

(1,204

)

 

 

19,408

 

 

 

 

Potrero Center

 

 

133,422

 

 

 

116,758

 

 

 

(88,642

)

 

 

85,205

 

 

 

76,333

 

 

 

161,538

 

 

 

(13,169

)

 

 

148,369

 

 

 

 

Powell Street Plaza

 

 

8,248

 

 

 

30,716

 

 

 

3,728

 

 

 

8,248

 

 

 

34,444

 

 

 

42,692

 

 

 

(18,905

)

 

 

23,787

 

 

 

 

Powers Ferry Square

 

 

3,687

 

 

 

17,965

 

 

 

10,011

 

 

 

5,758

 

 

 

25,905

 

 

 

31,663

 

 

 

(21,120

)

 

 

10,543

 

 

 

 

Powers Ferry Village

 

 

1,191

 

 

 

4,672

 

 

 

501

 

 

 

1,191

 

 

 

5,173

 

 

 

6,364

 

 

 

(4,206

)

 

 

2,158

 

 

 

 

Prairie City Crossing

 

 

4,164

 

 

 

13,032

 

 

 

504

 

 

 

4,164

 

 

 

13,536

 

 

 

17,700

 

 

 

(7,411

)

 

 

10,289

 

 

 

 

Preston Oaks

 

 

763

 

 

 

30,438

 

 

 

(899

)

 

 

1,505

 

 

 

28,797

 

 

 

30,302

 

 

 

(4,255

)

 

 

26,047

 

 

 

 

Prestonbrook

 

 

7,069

 

 

 

8,622

 

 

 

1,181

 

 

 

7,069

 

 

 

9,803

 

 

 

16,872

 

 

 

(7,867

)

 

 

9,005

 

 

 

 

Prosperity Centre

 

 

11,682

 

 

 

26,215

 

 

 

765

 

 

 

11,681

 

 

 

26,981

 

 

 

38,662

 

 

 

(5,582

)

 

 

33,080

 

 

 

 

Ralphs Circle Center

 

 

20,939

 

 

 

6,317

 

 

 

147

 

 

 

20,939

 

 

 

6,464

 

 

 

27,403

 

 

 

(1,784

)

 

 

25,619

 

 

 

 

Red Bank Village

 

 

10,336

 

 

 

9,500

 

 

 

1,192

 

 

 

9,755

 

 

 

11,273

 

 

 

21,028

 

 

 

(4,539

)

 

 

16,489

 

 

 

 

Regency Commons

 

 

3,917

 

 

 

3,616

 

 

 

347

 

 

 

3,917

 

 

 

3,963

 

 

 

7,880

 

 

 

(2,947

)

 

 

4,933

 

 

 

 

Regency Square

 

 

4,770

 

 

 

25,191

 

 

 

6,581

 

 

 

5,060

 

 

 

31,482

 

 

 

36,542

 

 

 

(26,489

)

 

 

10,053

 

 

 

 

Rivertowns Square

 

 

15,505

 

 

 

52,505

 

 

 

3,201

 

 

 

16,853

 

 

 

54,358

 

 

 

71,211

 

 

 

(8,303

)

 

 

62,908

 

 

 

 

135


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

Rona Plaza

 

 

1,500

 

 

 

4,917

 

 

 

331

 

 

 

1,500

 

 

 

5,248

 

 

 

6,748

 

 

 

(3,501

)

 

 

3,247

 

 

 

 

Roosevelt Square

 

 

40,371

 

 

 

32,108

 

 

 

7,523

 

 

 

40,382

 

 

 

39,620

 

 

 

80,002

 

 

 

(5,539

)

 

 

74,463

 

 

 

 

Russell Ridge

 

 

2,234

 

 

 

6,903

 

 

 

1,503

 

 

 

2,234

 

 

 

8,406

 

 

 

10,640

 

 

 

(6,019

)

 

 

4,621

 

 

 

 

Ryanwood Square

 

 

10,581

 

 

 

10,044

 

 

 

332

 

 

 

10,581

 

 

 

10,376

 

 

 

20,957

 

 

 

(3,013

)

 

 

17,944

 

 

 

 

136


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

137


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition
 (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Sammamish-Highlands

 

 

9,300

 

 

 

8,075

 

 

 

8,756

 

 

 

9,592

 

 

 

16,539

 

 

 

26,131

 

 

 

(11,463

)

 

 

14,668

 

 

 

 

San Carlos Marketplace

 

 

36,006

 

 

 

57,886

 

 

 

416

 

 

 

36,006

 

 

 

58,302

 

 

 

94,308

 

 

 

(10,008

)

 

 

84,300

 

 

 

 

San Leandro Plaza

 

 

1,300

 

 

 

8,226

 

 

 

975

 

 

 

1,300

 

 

 

9,201

 

 

 

10,501

 

 

 

(5,666

)

 

 

4,835

 

 

 

 

Sandy Springs

 

 

6,889

 

 

 

28,056

 

 

 

4,352

 

 

 

6,889

 

 

 

32,408

 

 

 

39,297

 

 

 

(11,213

)

 

 

28,084

 

 

 

 

Sawgrass Promenade

 

 

10,846

 

 

 

12,525

 

 

 

666

 

 

 

10,846

 

 

 

13,191

 

 

 

24,037

 

 

 

(3,334

)

 

 

20,703

 

 

 

 

Scripps Ranch Marketplace

 

 

59,949

 

 

 

26,334

 

 

 

881

 

 

 

59,949

 

 

 

27,215

 

 

 

87,164

 

 

 

(5,065

)

 

 

82,099

 

 

 

 

Serramonte Center

 

 

390,106

 

 

 

172,652

 

 

 

91,745

 

 

 

416,378

 

 

 

238,125

 

 

 

654,503

 

 

 

(64,161

)

 

 

590,342

 

 

 

 

Shaw's at Plymouth

 

 

3,968

 

 

 

8,367

 

 

 

 

 

 

3,968

 

 

 

8,367

 

 

 

12,335

 

 

 

(2,118

)

 

 

10,217

 

 

 

 

Sheridan Plaza

 

 

82,260

 

 

 

97,273

 

 

 

15,030

 

 

 

83,483

 

 

 

111,080

 

 

 

194,563

 

 

 

(21,348

)

 

 

173,215

 

 

 

 

Sherwood Crossroads

 

 

2,731

 

 

 

6,360

 

 

 

969

 

 

 

2,454

 

 

 

7,606

 

 

 

10,060

 

 

 

(4,218

)

 

 

5,842

 

 

 

 

Shiloh Springs

 

 

5,236

 

 

 

11,802

 

 

 

340

 

 

 

5,236

 

 

 

12,142

 

 

 

17,378

 

 

 

(857

)

 

 

16,521

 

 

 

 

Shoppes @ 104

 

 

11,193

 

 

 

 

 

 

2,784

 

 

 

7,078

 

 

 

6,899

 

 

 

13,977

 

 

 

(3,783

)

 

 

10,194

 

 

 

 

Shoppes at Homestead

 

 

5,420

 

 

 

9,450

 

 

 

2,250

 

 

 

5,420

 

 

 

11,700

 

 

 

17,120

 

 

 

(7,406

)

 

 

9,714

 

 

 

 

Shoppes at Lago Mar

 

 

8,323

 

 

 

11,347

 

 

 

205

 

 

 

8,323

 

 

 

11,552

 

 

 

19,875

 

 

 

(2,952

)

 

 

16,923

 

 

 

 

Shoppes at Sunlake Centre

 

 

16,643

 

 

 

15,091

 

 

 

3,049

 

 

 

17,247

 

 

 

17,536

 

 

 

34,783

 

 

 

(4,826

)

 

 

29,957

 

 

 

 

Shoppes of Grande Oak

 

 

5,091

 

 

 

5,985

 

 

 

714

 

 

 

5,091

 

 

 

6,699

 

 

 

11,790

 

 

 

(5,849

)

 

 

5,941

 

 

 

 

Shoppes of Jonathan's Landing

 

 

4,474

 

 

 

5,628

 

 

 

452

 

 

 

4,474

 

 

 

6,080

 

 

 

10,554

 

 

 

(1,464

)

 

 

9,090

 

 

 

 

Shoppes of Oakbrook

 

 

20,538

 

 

 

42,992

 

 

 

336

 

 

 

20,538

 

 

 

43,328

 

 

 

63,866

 

 

 

(8,722

)

 

 

55,144

 

 

 

(410

)

Shoppes of Silver Lakes

 

 

17,529

 

 

 

21,829

 

 

 

1,203

 

 

 

17,529

 

 

 

23,032

 

 

 

40,561

 

 

 

(5,645

)

 

 

34,916

 

 

 

 

Shoppes of Sunset

 

 

2,860

 

 

 

1,316

 

 

 

595

 

 

 

2,860

 

 

 

1,911

 

 

 

4,771

 

 

 

(375

)

 

 

4,396

 

 

 

 

Shoppes of Sunset II

 

 

2,834

 

 

 

715

 

 

 

556

 

 

 

2,834

 

 

 

1,271

 

 

 

4,105

 

 

 

(296

)

 

 

3,809

 

 

 

 

Shops at County Center

 

 

9,957

 

 

 

11,296

 

 

 

2,057

 

 

 

9,973

 

 

 

13,337

 

 

 

23,310

 

 

 

(11,645

)

 

 

11,665

 

 

 

 

Shops at Erwin Mill

 

 

9,082

 

 

 

6,124

 

 

 

540

 

 

 

9,087

 

 

 

6,659

 

 

 

15,746

 

 

 

(3,940

)

 

 

11,806

 

 

 

(10,000

)

Shops at John's Creek

 

 

1,863

 

 

 

2,014

 

 

 

(84

)

 

 

1,501

 

 

 

2,292

 

 

 

3,793

 

 

 

(1,617

)

 

 

2,176

 

 

 

 

Shops at Mira Vista

 

 

11,691

 

 

 

9,026

 

 

 

299

 

 

 

11,691

 

 

 

9,325

 

 

 

21,016

 

 

 

(3,171

)

 

 

17,845

 

 

 

(179

)

Shops at Quail Creek

 

 

1,487

 

 

 

7,717

 

 

 

1,351

 

 

 

1,448

 

 

 

9,107

 

 

 

10,555

 

 

 

(4,799

)

 

 

5,756

 

 

 

 

Shops at Saugus

 

 

19,201

 

 

 

17,984

 

 

 

375

 

 

 

18,811

 

 

 

18,749

 

 

 

37,560

 

 

 

(13,100

)

 

 

24,460

 

 

 

 

Shops at Skylake

 

 

84,586

 

 

 

39,342

 

 

 

2,221

 

 

 

85,117

 

 

 

41,032

 

 

 

126,149

 

 

 

(10,755

)

 

 

115,394

 

 

 

 

138


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

Shops at The Columbia

 

 

3,117

 

 

 

8,869

 

 

 

 

 

 

3,117

 

 

 

8,869

 

 

 

11,986

 

 

 

(293

)

 

 

11,693

 

 

 

 

Shops on Main

 

 

17,020

 

 

 

27,055

 

 

 

16,180

 

 

 

18,534

 

 

 

41,721

 

 

 

60,255

 

 

 

(16,276

)

 

 

43,979

 

 

 

 

Sope Creek Crossing

 

 

2,985

 

 

 

12,001

 

 

 

3,477

 

 

 

3,332

 

 

 

15,131

 

 

 

18,463

 

 

 

(10,243

)

 

 

8,220

 

 

 

 

South Beach Regional

 

 

28,188

 

 

 

53,405

 

 

 

1,296

 

 

 

28,188

 

 

 

54,701

 

 

 

82,889

 

 

 

(12,254

)

 

 

70,635

 

 

 

 

South Point

 

 

6,563

 

 

 

7,939

 

 

 

368

 

 

 

6,563

 

 

 

8,307

 

 

 

14,870

 

 

 

(2,063

)

 

 

12,807

 

 

 

 

Southbury Green

 

 

26,661

 

 

 

34,325

 

 

 

6,603

 

 

 

29,743

 

 

 

37,846

 

 

 

67,589

 

 

 

(8,206

)

 

 

59,383

 

 

 

 

Southcenter

 

 

1,300

 

 

 

12,750

 

 

 

2,300

 

 

 

1,300

 

 

 

15,050

 

 

 

16,350

 

 

 

(9,452

)

 

 

6,898

 

 

 

 

Southpark at Cinco Ranch

 

 

18,395

 

 

 

11,306

 

 

 

7,482

 

 

 

21,438

 

 

 

15,745

 

 

 

37,183

 

 

 

(9,122

)

 

 

28,061

 

 

 

 

SouthPoint Crossing

 

 

4,412

 

 

 

12,235

 

 

 

1,416

 

 

 

4,382

 

 

 

13,681

 

 

 

18,063

 

 

 

(8,443

)

 

 

9,620

 

 

 

 

Starke

 

 

71

 

 

 

1,683

 

 

 

12

 

 

 

71

 

 

 

1,695

 

 

 

1,766

 

 

 

(943

)

 

 

823

 

 

 

 

Star's at Cambridge

 

 

31,082

 

 

 

13,520

 

 

 

(1

)

 

 

31,082

 

 

 

13,519

 

 

 

44,601

 

 

 

(2,925

)

 

 

41,676

 

 

 

 

Star's at Quincy

 

 

27,003

 

 

 

9,425

 

 

 

1

 

 

 

27,003

 

 

 

9,426

 

 

 

36,429

 

 

 

(2,638

)

 

 

33,791

 

 

 

 

Star's at West Roxbury

 

 

21,973

 

 

 

13,386

 

 

 

76

 

 

 

21,973

 

 

 

13,462

 

 

 

35,435

 

 

 

(2,884

)

 

 

32,551

 

 

 

 

139


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

140


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition
 (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

Sterling Ridge

 

 

12,846

 

 

 

12,162

 

 

 

1,546

 

 

 

12,846

 

 

 

13,708

 

 

 

26,554

 

 

 

(11,002

)

 

 

15,552

 

 

 

 

Stroh Ranch

 

 

4,280

 

 

 

8,189

 

 

 

1,108

 

 

 

4,280

 

 

 

9,297

 

 

 

13,577

 

 

 

(7,277

)

 

 

6,300

 

 

 

 

Suncoast Crossing

 

 

9,030

 

 

 

10,764

 

 

 

4,533

 

 

 

13,374

 

 

 

10,953

 

 

 

24,327

 

 

 

(9,079

)

 

 

15,248

 

 

 

 

Talega Village Center

 

 

22,415

 

 

 

12,054

 

 

 

80

 

 

 

22,415

 

 

 

12,134

 

 

 

34,549

 

 

 

(2,539

)

 

 

32,010

 

 

 

 

Tamarac Town Square

 

 

12,584

 

 

 

9,221

 

 

 

1,407

 

 

 

12,584

 

 

 

10,628

 

 

 

23,212

 

 

 

(2,738

)

 

 

20,474

 

 

 

 

Tanasbourne Market

 

 

3,269

 

 

 

10,861

 

 

 

(294

)

 

 

3,149

 

 

 

10,687

 

 

 

13,836

 

 

 

(6,776

)

 

 

7,060

 

 

 

 

Tassajara Crossing

 

 

8,560

 

 

 

15,464

 

 

 

2,416

 

 

 

8,560

 

 

 

17,880

 

 

 

26,440

 

 

 

(10,680

)

 

 

15,760

 

 

 

 

Tech Ridge Center

 

 

12,945

 

 

 

37,169

 

 

 

4,099

 

 

 

13,589

 

 

 

40,624

 

 

 

54,213

 

 

 

(18,146

)

 

 

36,067

 

 

 

(715

)

The Abbot

 

 

72,910

 

 

 

6,086

 

 

 

47,165

 

 

 

79,187

 

 

 

46,974

 

 

 

126,161

 

 

 

(867

)

 

 

125,294

 

 

 

 

The Crossing Clarendon

 

 

154,932

 

 

 

126,328

 

 

 

34,127

 

 

 

157,814

 

 

 

157,573

 

 

 

315,387

 

 

 

(26,426

)

 

 

288,961

 

 

 

 

The Field at Commonwealth

 

 

30,955

 

 

 

18,242

 

 

 

5

 

 

 

30,956

 

 

 

18,246

 

 

 

49,202

 

 

 

(7,338

)

 

 

41,864

 

 

 

 

The Gallery at Westbury Plaza

 

 

108,653

 

 

 

216,771

 

 

 

3,903

 

 

 

108,653

 

 

 

220,674

 

 

 

329,327

 

 

 

(41,384

)

 

 

287,943

 

 

 

 

The Hub Hillcrest Market

 

 

18,773

 

 

 

61,906

 

 

 

6,531

 

 

 

19,611

 

 

 

67,599

 

 

 

87,210

 

 

 

(20,874

)

 

 

66,336

 

 

 

 

The Marketplace

 

 

10,927

 

 

 

36,052

 

 

 

957

 

 

 

10,927

 

 

 

37,009

 

 

 

47,936

 

 

 

(7,104

)

 

 

40,832

 

 

 

 

The Plaza at St. Lucie West

 

 

1,718

 

 

 

6,204

 

 

 

26

 

 

 

1,718

 

 

 

6,230

 

 

 

7,948

 

 

 

(1,303

)

 

 

6,645

 

 

 

 

The Point at Garden City Park

 

 

741

 

 

 

9,764

 

 

 

5,871

 

 

 

2,559

 

 

 

13,817

 

 

 

16,376

 

 

 

(4,474

)

 

 

11,902

 

 

 

 

The Pruneyard

 

 

112,136

 

 

 

86,918

 

 

 

2,162

 

 

 

112,136

 

 

 

89,080

 

 

 

201,216

 

 

 

(11,275

)

 

 

189,941

 

 

 

(2,200

)

The Shops at Hampton Oaks

 

 

843

 

 

 

372

 

 

 

120

 

 

 

737

 

 

 

598

 

 

 

1,335

 

 

 

(183

)

 

 

1,152

 

 

 

 

The Village at Hunter's Lake

 

 

9,735

 

 

 

12,923

 

 

 

16

 

 

 

9,735

 

 

 

12,939

 

 

 

22,674

 

 

 

(2,079

)

 

 

20,595

 

 

 

 

The Village at Riverstone

 

 

17,179

 

 

 

13,013

 

 

 

(73

)

 

 

17,179

 

 

 

12,940

 

 

 

30,119

 

 

 

(3,118

)

 

 

27,001

 

 

 

 

Town and Country

 

 

4,664

 

 

 

5,207

 

 

 

22

 

 

 

4,664

 

 

 

5,229

 

 

 

9,893

 

 

 

(1,836

)

 

 

8,057

 

 

 

 

Town Square

 

 

883

 

 

 

8,132

 

 

 

270

 

 

 

883

 

 

 

8,402

 

 

 

9,285

 

 

 

(5,386

)

 

 

3,899

 

 

 

 

Treasure Coast Plaza

 

 

7,553

 

 

 

21,554

 

 

 

1,127

 

 

 

7,553

 

 

 

22,681

 

 

 

30,234

 

 

 

(5,120

)

 

 

25,114

 

 

 

(1,166

)

Tustin Legacy

 

 

13,829

 

 

 

23,922

 

 

 

(3

)

 

 

13,828

 

 

 

23,920

 

 

 

37,748

 

 

 

(6,190

)

 

 

31,558

 

 

 

 

Twin City Plaza

 

 

17,245

 

 

 

44,225

 

 

 

2,612

 

 

 

17,263

 

 

 

46,819

 

 

 

64,082

 

 

 

(21,174

)

 

 

42,908

 

 

 

 

Twin Peaks

 

 

5,200

 

 

 

25,827

 

 

 

9,483

 

 

 

6,557

 

 

 

33,953

 

 

 

40,510

 

 

 

(17,764

)

 

 

22,746

 

 

 

 

Unigold Shopping Center

 

 

5,490

 

 

 

5,144

 

 

 

6,637

 

 

 

5,561

 

 

 

11,710

 

 

 

17,271

 

 

 

(4,807

)

 

 

12,464

 

 

 

 

University Commons

 

 

4,070

 

 

 

30,785

 

 

 

588

 

 

 

4,070

 

 

 

31,373

 

 

 

35,443

 

 

 

(9,142

)

 

 

26,301

 

 

 

 

141


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

Valencia Crossroads

 

 

17,921

 

 

 

17,659

 

 

 

1,178

 

 

 

17,921

 

 

 

18,837

 

 

 

36,758

 

 

 

(17,231

)

 

 

19,527

 

 

 

 

Valley Stream

 

 

13,297

 

 

 

16,241

 

 

 

573

 

 

 

13,887

 

 

 

16,224

 

 

 

30,111

 

 

 

(713

)

 

 

29,398

 

 

 

 

Village at La Floresta

 

 

13,140

 

 

 

20,559

 

 

 

(303

)

 

 

13,156

 

 

 

20,240

 

 

 

33,396

 

 

 

(7,629

)

 

 

25,767

 

 

 

 

Village at Lee Airpark

 

 

11,099

 

 

 

12,975

 

 

 

3,532

 

 

 

11,803

 

 

 

15,803

 

 

 

27,606

 

 

 

(13,669

)

 

 

13,937

 

 

 

 

Village Center

 

 

3,885

 

 

 

14,131

 

 

 

9,610

 

 

 

5,480

 

 

 

22,146

 

 

 

27,626

 

 

 

(12,613

)

 

 

15,013

 

 

 

 

Von's Circle Center

 

 

49,037

 

 

 

22,618

 

 

 

895

 

 

 

49,037

 

 

 

23,513

 

 

 

72,550

 

 

 

(5,236

)

 

 

67,314

 

 

 

(5,031

)

Wading River

 

 

14,969

 

 

 

18,641

 

 

 

(260

)

 

 

14,915

 

 

 

18,435

 

 

 

33,350

 

 

 

(718

)

 

 

32,632

 

 

 

 

Walker Center

 

 

3,840

 

 

 

7,232

 

 

 

4,039

 

 

 

3,878

 

 

 

11,233

 

 

 

15,111

 

 

 

(8,273

)

 

 

6,838

 

 

 

 

Walmart Norwalk

 

 

20,394

 

 

 

21,261

 

 

 

9

 

 

 

20,394

 

 

 

21,270

 

 

 

41,664

 

 

 

(5,443

)

 

 

36,221

 

 

 

 

Waterstone Plaza

 

 

5,498

 

 

 

13,500

 

 

 

62

 

 

 

5,498

 

 

 

13,562

 

 

 

19,060

 

 

 

(3,040

)

 

 

16,020

 

 

 

 

Welleby Plaza

 

 

1,496

 

 

 

7,787

 

 

 

2,140

 

 

 

1,496

 

 

 

9,927

 

 

 

11,423

 

 

 

(8,702

)

 

 

2,721

 

 

 

 

Wellington Town Square

 

 

2,041

 

 

 

12,131

 

 

 

2,707

 

 

 

2,600

 

 

 

14,279

 

 

 

16,879

 

 

 

(7,451

)

 

 

9,428

 

 

 

 

West Bird Plaza

 

 

12,934

 

 

 

18,594

 

 

 

331

 

 

 

15,386

 

 

 

16,473

 

 

 

31,859

 

 

 

(2,950

)

 

 

28,909

 

 

 

 

 

 

142


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

 

 

 

Initial Cost

 

 

 

 

 

Total Cost

 

 

 

 

 

Net Cost

 

 

 

 

Shopping Centers (1)

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Cost
Capitalized
Subsequent to
Acquisition
 (2)

 

 

Land & Land
Improvements

 

 

Building &
Improvements

 

 

Total

 

 

Accumulated
Depreciation

 

 

Net of
Accumulated
Depreciation

 

 

Mortgages

 

West Chester Plaza

 

 

1,857

 

 

 

7,572

 

 

 

678

 

 

 

1,857

 

 

 

8,250

 

 

 

10,107

 

 

 

(6,706

)

 

 

3,401

 

 

 

 

West Lake Shopping Center

 

 

10,561

 

 

 

9,792

 

 

 

239

 

 

 

10,561

 

 

 

10,031

 

 

 

20,592

 

 

 

(2,773

)

 

 

17,819

 

 

 

 

West Park Plaza

 

 

5,840

 

 

 

5,759

 

 

 

2,892

 

 

 

5,840

 

 

 

8,651

 

 

 

14,491

 

 

 

(5,236

)

 

 

9,255

 

 

 

 

Westbard Square

 

 

127,859

 

 

 

21,514

 

 

 

(18,733

)

 

 

117,732

 

 

 

12,908

 

 

 

130,640

 

 

 

(11,941

)

 

 

118,699

 

 

 

 

Westbury Plaza

 

 

116,129

 

 

 

51,460

 

 

 

6,005

 

 

 

117,559

 

 

 

56,035

 

 

 

173,594

 

 

 

(12,517

)

 

 

161,077

 

 

 

(88,000

)

Westchase

 

 

5,302

 

 

 

8,273

 

 

 

1,127

 

 

 

5,302

 

 

 

9,400

 

 

 

14,702

 

 

 

(4,675

)

 

 

10,027

 

 

 

 

Westchester Commons

 

 

3,366

 

 

 

11,751

 

 

 

11,062

 

 

 

4,894

 

 

 

21,285

 

 

 

26,179

 

 

 

(10,450

)

 

 

15,729

 

 

 

 

Westlake Village Plaza and Center

 

 

7,043

 

 

 

27,195

 

 

 

30,533

 

 

 

17,620

 

 

 

47,151

 

 

 

64,771

 

 

 

(33,500

)

 

 

31,271

 

 

 

 

Westport Plaza

 

 

9,035

 

 

 

7,455

 

 

 

(40

)

 

 

9,035

 

 

 

7,415

 

 

 

16,450

 

 

 

(1,947

)

 

 

14,503

 

 

 

(1,457

)

Westport Row

 

 

43,597

 

 

 

16,428

 

 

 

6,349

 

 

 

45,260

 

 

 

21,114

 

 

 

66,374

 

 

 

(5,505

)

 

 

60,869

 

 

 

 

Westwood Village

 

 

19,933

 

 

 

25,301

 

 

 

(1,626

)

 

 

18,979

 

 

 

24,629

 

 

 

43,608

 

 

 

(17,551

)

 

 

26,057

 

 

 

 

Willa Springs

 

 

13,322

 

 

 

15,314

 

 

 

177

 

 

 

13,322

 

 

 

15,491

 

 

 

28,813

 

 

 

(809

)

 

 

28,004

 

 

 

(16,700

)

Williamsburg at Dunwoody

 

 

7,435

 

 

 

3,721

 

 

 

974

 

 

 

7,444

 

 

 

4,686

 

 

 

12,130

 

 

 

(1,506

)

 

 

10,624

 

 

 

 

Willow Festival

 

 

1,954

 

 

 

56,501

 

 

 

3,478

 

 

 

1,976

 

 

 

59,957

 

 

 

61,933

 

 

 

(21,751

)

 

 

40,182

 

 

 

 

Willow Oaks

 

 

6,664

 

 

 

7,908

 

 

 

(343

)

 

 

6,294

 

 

 

7,935

 

 

 

14,229

 

 

 

(3,518

)

 

 

10,711

 

 

 

 

Willows Shopping Center

 

 

51,964

 

 

 

78,029

 

 

 

2,358

 

 

 

51,992

 

 

 

80,359

 

 

 

132,351

 

 

 

(15,214

)

 

 

117,137

 

 

 

 

Woodcroft Shopping Center

 

 

1,419

 

 

 

6,284

 

 

 

1,617

 

 

 

1,421

 

 

 

7,899

 

 

 

9,320

 

 

 

(5,547

)

 

 

3,773

 

 

 

 

Woodman Van Nuys

 

 

5,500

 

 

 

7,195

 

 

 

383

 

 

 

5,500

 

 

 

7,578

 

 

 

13,078

 

 

 

(4,628

)

 

 

8,450

 

 

 

 

Woodmen Plaza

 

 

7,621

 

 

 

11,018

 

 

 

1,330

 

 

 

7,621

 

 

 

12,348

 

 

 

19,969

 

 

 

(12,043

)

 

 

7,926

 

 

 

 

Woodside Central

 

 

3,500

 

 

 

9,288

 

 

 

691

 

 

 

3,489

 

 

 

9,990

 

 

 

13,479

 

 

 

(6,203

)

 

 

7,276

 

 

 

 

Corporate Assets

 

 

 

 

 

 

 

 

1,325

 

 

 

 

 

 

1,325

 

 

 

1,325

 

 

 

(1,325

)

 

 

 

 

 

 

Land held for future development

 

 

11,349

 

 

 

 

 

 

(4,615

)

 

 

6,734

 

 

 

 

 

 

6,734

 

 

 

 

 

 

6,734

 

 

 

 

Construction in progress

 

 

 

 

 

 

 

 

133,433

 

 

 

 

 

 

133,433

 

 

 

133,433

 

 

 

 

 

 

133,433

 

 

 

 

 

 

$

5,041,114

 

 

 

5,911,477

 

 

 

905,473

 

 

 

5,087,104

 

 

 

6,770,960

 

 

 

11,858,064

 

 

 

(2,415,860

)

 

 

9,442,204

 

 

 

(473,849

)

 

(1)
See "Item 2 - Properties" of this Report, for geographic location and year each operating property was acquired.
(2)
The negative balance for costs capitalized subsequent to acquisition could include out-parcels sold, provision for loss recorded, and demolition of part of the property for redevelopment.

See accompanying report of independent registered public accounting firm.

 

143


REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2022

(in thousands)

Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for federal income tax purposes was approximately $9.7 billion at December 31, 2022.

The changes in total real estate assets for the years ended December 31, 2022, 2021, and 2020 are as follows:

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

Beginning balance

 

$

11,495,581

 

 

 

11,101,858

 

 

 

11,095,294

 

Acquired properties and land

 

 

224,653

 

 

 

479,708

 

 

 

39,087

 

Developments and improvements

 

 

171,629

 

 

 

172,012

 

 

 

154,657

 

Disposal of building and tenant improvements

 

 

(29,523

)

 

 

(10,898

)

 

 

(35,034

)

Sale of properties

 

 

(4,276

)

 

 

(107,090

)

 

 

(95,780

)

Properties held for sale

 

 

 

 

 

(50,873

)

 

 

(38,122

)

Provision for impairment

 

 

 

 

 

(89,136

)

 

 

(18,244

)

Ending balance

 

$

11,858,064

 

 

 

11,495,581

 

 

 

11,101,858

 

The changes in accumulated depreciation for the years ended December 31, 2022, 2021, and 2020 are as follows:

 

(in thousands)

 

2022

 

 

2021

 

 

2020

 

Beginning balance

 

$

2,174,963

 

 

 

1,994,108

 

 

 

1,766,162

 

Depreciation expense

 

 

270,520

 

 

 

253,437

 

 

 

278,861

 

Disposal of building and tenant improvements

 

 

(29,523

)

 

 

(10,898

)

 

 

(35,034

)

Sale of properties

 

 

(100

)

 

 

(28,715

)

 

 

(10,812

)

Accumulated depreciation related to properties held for sale

 

 

 

 

 

(28,110

)

 

 

(4,357

)

Provision for impairment

 

 

 

 

 

(4,859

)

 

 

(712

)

Ending balance

 

$

2,415,860

 

 

 

2,174,963

 

 

 

1,994,108

 

See accompanying report of independent registered public accounting firm.

 

144


 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Controls and Procedures (Regency Centers Corporation)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that as of December 31, 2022, the Parent Company's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2022.

KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this Report, on the effectiveness of the Parent Company's internal control over financial reporting.

The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls

There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Controls and Procedures (Regency Centers, L.P.)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that, as of December 31, 2022, the Operating Partnership's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.

145


 

Management's Report on Internal Control over Financial Reporting

The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2022.

KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this Report, on the effectiveness of the Operating Partnership's internal control over financial reporting.

The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls

There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

Not applicable

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2023 Annual Meeting of Stockholders. Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).

Code of Ethics.

We have a code of ethics applicable to our Board of Directors, principal executive officers, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our website at https://investors.regencycenters.com/corporate-governance/governance-overview. We will post a notice of any waiver from, or amendment to, any provision of our code of ethics on our website.

Item 11. Executive Compensation

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2023 Annual Meeting of Stockholders.

146


 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides information about securities that may be issued under our existing equity compensation plans:

Equity Compensation Plan Information

(as of December 31, 2022)

 

 

 

(a)

 

 

(b)

 

 

(c)

 

Plan Category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

 

 

Weighted-average exercise price of outstanding options, warrants and rights (2)

 

 

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (3)

 

Equity compensation plans approved by security holders

 

 

 

 

$

 

 

 

4,056,077

 

Equity compensation plans not approved by security holders

 

N/A

 

 

N/A

 

 

N/A

 

Total

 

 

 

 

$

 

 

 

4,056,077

 

(1)
This column does not include 711,699 shares that may be issued pursuant to unvested restricted stock and performance share awards.
(2)
The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock.
(3)
The Regency Centers Corporation Omnibus Incentive Plan, ("Omnibus Plan"), as approved by stockholders at our 2019 annual meeting, provides that an aggregate maximum of 5.6 million shares of our common stock are reserved for issuance under the Omnibus Plan.

Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2023 Annual Meeting of Stockholders.

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2023 Annual Meeting of Stockholders.

Item 14. Principal Accountant Fees and Services

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2023 Annual Meeting of Stockholders.

147


 

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)
Financial Statements and Financial Statement Schedules:

Regency Centers Corporation and Regency Centers, L.P. 2022 financial statements and financial statement schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial statements within "Item 8. Financial Statements and Supplementary Data" of this Report.

(b)
Exhibits:

In reviewing the agreements included as exhibits to this Report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Report not misleading. Additional information about the Company may be found elsewhere in this Report and the Company's other public files, which are available without charge through the SEC's website at http://www.sec.gov .

Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.

 

1.

Underwriting Agreement

 

 

 

 

 

 

(a)

Form of Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and the parties listed below (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 17, 2017). The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Equity Distribution Agreement, 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 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Wells Fargo Securities, LLC;

 

 

 

 

 

 

 

 

(ii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and J.P. Morgan Securities LLC;

 

 

 

 

 

 

 

 

(iii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated;

 

 

 

 

 

 

 

 

(iv)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and BB&T Capital Markets, a division of BB&T Securities, LLC;

 

 

 

 

 

 

 

 

(v)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC;

 

 

 

 

 

148


 

 

 

 

(vi)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and RBC Capital Markets, LLC;

 

 

 

 

 

 

 

 

(vii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and SunTrust Robinson Humphrey, Inc.; and

 

 

 

 

 

 

 

 

(viii)

Equity Distribution Agreement dated May 17, 2017 among Regency Centers Corporation, Regency Centers, L.P. and Mizuho Securities USA LLC.

 

 

 

 

 

 

 

(b)

Form of Amendment No. 1 to the Equity Distribution Agreement, dated November 13, 2018 (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on November 14, 2018). The Amendment No.1 to each of the Equity Distribution Agreements, dated November 13, 2018, and listed in Exhibit 1 (a) are substantially identical in all material respects to the Form of Amendment No. 1 to the Equity Distribution Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to item 601 of Regulation S-K.

 

 

 

 

 

 

(c)

Form of Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020 (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed on May 8, 2020). The Amendments No. 2 to each of the Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, 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 Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.

 

 

 

 

 

 

 

 

 

 

(ii)

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.

 

 

 

 

 

 

 

 

 

 

(iii)

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

 

 

 

 

 

 

 

 

 

 

(iv)

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

 

 

 

 

 

 

 

 

 

 

(v)

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.

 

 

 

 

 

 

 

 

 

(d)

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 (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K filed on May 8, 2020).

 

 

 

 

 

 

(e)

Form of Equity Distribution Agreement, dated May 8, 2020 (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K filed on May 8, 2020). The Equity Distribution Agreements listed below are substantially identical in all material respects to the Form of Equity Distribution Agreement, 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 Jefferies LLC.

 

 

 

 

 

 

 

 

 

 

(ii)

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

 

 

 

 

 

 

 

 

 

 

(iii)

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

 

 

 

 

 

 

 

149


 

 

 

 

(iv)

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.

 

 

 

 

 

 

 

 

 

 

(v)

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

 

 

 

 

 

 

 

 

 

 

(vi)

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

 

 

 

 

 

 

 

 

 

(f)

Form of Forward Master Confirmation, dated May 8, 2020 (incorporated by reference to Exhibit 1.4 to the Company’s Form 8-K filed on May 8, 2020). The Forward Master Confirmations listed below are substantially identical in all material respects to the Form of Forward Master Confirmation, 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 Wells Fargo Bank, National Association and Wells Fargo Securities, LLC.

 

 

 

 

 

 

 

 

(ii)

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

 

 

 

 

 

 

 

 

(iii)

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

 

 

 

 

 

 

 

 

(iv)

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

 

 

 

 

 

 

 

 

(v)

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

 

 

 

 

 

 

 

 

(vi)

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

 

 

 

 

 

 

 

 

(vii)

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

 

 

 

 

 

 

 

 

(viii)

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

 

 

 

 

 

3.

Articles of Incorporation and Bylaws

 

 

 

 

 

 

 

(a)

Restated Articles of Incorporation of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.A to the Company’s Form 10-Q filed on August 8, 2017).

 

 

 

 

 

 

 

(b)

Amended and Restated Bylaws of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on August 5, 2022).

 

 

 

 

 

 

 

(c)

Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. , (incorporated by reference to Exhibit 3(d) to the Company's Form 10-K filed on February 19, 2014).

 

 

 

 

 

4.

Instruments Defining Rights of Security Holders

 

 

 

 

 

 

 

(a)

See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Company defining the rights of security holders. See Exhibits 3(c) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.

 

 

 

 

 

 

 

(b)

Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K filed on December 10, 2001).

150


 

 

 

 

 

 

 

 

 

(i)

First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).

 

 

 

 

 

 

 

 

(ii)

Second Supplemental Indenture dated as of June 2, 2010 to the Indenture dated as of December 5, 2001 between Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 3, 2010).

 

 

 

 

 

 

 

 

(iii)

Third Supplemental Indenture dated as of August 17, 2015 to the Indenture dated as of December 5, 2001 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 18, 2015).

 

 

 

 

 

 

 

 

(iv)

Fourth Supplemental Indenture dated as of January 26, 2017 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on January 26, 2016).

 

 

 

 

 

 

 

 

(v)

Fifth Supplemental Indenture dated as of March 6, 2019 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on March 6, 2019).

 

 

 

 

 

 

 

 

(vi)

Sixth Supplemental Indenture dated as of May 13, 2020 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 13, 2020).

 

 

 

 

 

 

 

(c)

Assumption Agreement, dated as of March 1, 2017, by Regency Centers Corporation (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on March 1, 2017).

 

 

 

 

 

 

(d)

Description of the Company’s Securities Registered under Section 12 of the Exchange Act. (incorporated by reference to Exhibit 4(e) to the Company’s Form 10-K filed on February 18, 2020).

 

 

 

 

 

10.

Material Contracts (~ indicates management contract or compensatory plan)

 

 

 

 

 

 

 

~(a)

Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).

 

 

 

 

 

 

 

~(b)

Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).

 

 

 

 

 

 

 

~(c)

First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).

 

 

 

 

 

 

 

~(d)

Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 14, 2011).

 

 

 

 

 

 

 

~(e)

Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).

 

 

 

 

 

 

 

~(f)

Regency Centers Corporation Amended and Restated Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company's 2019 Annual Meeting Proxy Statement filed on March 21, 2019).

 

 

 

 

 

 

 

~(g)

Form of Stock Rights Award Agreement - (incorporated by reference to Exhibit 10(g) to the Company's Form 10-K filed on February 17, 2022).

 

 

 

 

 

 

 

~(h)

Form of Performance Stock Rights Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on January 6, 2022).

151


 

 

 

 

 

 

 

 

~(i)

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).

 

 

 

 

 

 

 

~(j)

Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March 17, 2009).

 

 

 

 

 

 

 

~(k)

Form of Director/Officer Indemnification Agreement (filed as an Exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed on October 5, 1993 (33-67258), and incorporated by reference).

 

 

 

 

 

 

 

~(l)

Form of Severance and Change of Control Agreement dated as of January 1, 2022, among Regency Centers Corporation, Regency Centers, L.P. and the executives listed below (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on January 6, 2022). The Severance and Change of Control Agreements listed below are substantially identical except for the identities of the parties and the amount of severance for each which are described in Item 5.02(e) of referenced 8-K.

 

 

 

 

 

 

 

 

(i)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Martin E. Stein, Jr.

 

 

 

 

 

 

 

(ii)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Lisa Palmer

 

 

 

 

 

 

 

(iii)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Michael J. Mas

 

 

 

 

 

 

 

~(m)

The following Severance and Change of Control Agreement dated as of January 1, 2022, among Regency Centers Corporation, Regency Centers, L.P. and the executives listed below. The Severance and Change of Control Agreements listed below are substantially identical except for the identities of the parties and the amount of severance.

 

 

 

 

 

 

 

 

(i)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Alan T. Roth

 

 

 

 

 

 

 

 

(ii)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Nicholas A. Wibbenmeyer

 

 

 

 

 

 

 

(n)

Fifth Amended and Restated Credit Agreement, dated as of February 9, 2021, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lender party thereto (incorporated by reference to Exhibit 4.1 to the Company’s 8-K filed on February 12, 2021).

 

 

 

 

 

 

 

 

(i)

Fifth Amended and Restated Credit Agreement Conformed thru First Amendment dated as of January 12, 2023.

 

 

 

 

 

 

 

(o)

Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).

 

 

 

 

 

 

 

 

(i)

Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC) (incorporated by reference to Exhibit 10.(h)(i) to the Company’s Form 10-K filed March 1, 2011).

 

 

 

 

 

21.

Subsidiaries of Regency Centers Corporation

 

 

 

 

 

22.

Subsidiary Guarantors and Issuers of Guaranteed Securities

 

 

 

 

 

23.

Consent of Independent Accountants

 

 

 

 

 

 

23.1

Consent of KPMG LLP for Regency Centers Corporation and Regency Centers, L.P.

 

 

 

 

 

152


 

31.

Rule 13a-14(a)/15d-14(a) Certifications.

 

 

 

 

 

 

31.1

Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.

 

 

 

 

31.2

Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.

 

 

 

 

31.3

Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.

 

 

 

 

31.4

Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.

 

 

 

32.

Section 1350 Certifications.

 

The certifications in this exhibit 32 are being furnished solely to accompany this Report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except to the extent that the Company specifically incorporates it by reference.

 

 

32.1

18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.

 

 

 

 

32.2

18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.

 

 

 

 

32.3

18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.

 

 

 

 

32.4

18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.

 

 

 

101.

Interactive Data Files

 

 

 

101.INS+

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

 

101.SCH+

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

101.CAL+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

101.DEF+

Inline XBRL Taxonomy Definition Linkbase Document

 

 

 

 

101.LAB+

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

101.PRE+

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

+ Submitted electronically with this Annual Report

Item 16. Form 10-K Summary

None.

153


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

February 17, 2023

REGENCY CENTERS CORPORATION

 

 

 

 

 

 

By:

/s/ Lisa Palmer

 

 

 

 Lisa Palmer, President and Chief Executive Officer

 

February 17, 2023

REGENCY CENTERS, L.P.

 

 

By:

 Regency Centers Corporation, General Partner

 

 

 

 

 

 

By:

/s/ Lisa Palmer

 

 

 

 Lisa Palmer, President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

February 17, 2023

 

/s/ Martin E. Stein, Jr.

 

 

Martin E. Stein. Jr., Executive Chairman of the Board

 

 

 

February 17, 2023

 

/s/ Lisa Palmer

 

 

Lisa Palmer, President, Chief Executive Officer, and Director

 

 

 

February 17, 2023

 

/s/ Michael J. Mas

 

 

Michael J. Mas, Executive Vice President, Chief Financial Officer (Principal Financial Officer)

 

 

 

February 17, 2023

 

/s/ J. Christian Leavitt

 

 

J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)

 

 

 

February 17, 2023

 

/s/ Bryce Blair

 

 

Bryce Blair, Director

 

 

 

February 17, 2023

 

/s/ C. Ronald Blankenship

 

 

C. Ronald Blankenship, Director

 

 

 

February 17, 2023

 

/s/ Kristin A. Campbell

 

 

Kristin A. Campbell, Director

 

 

 

February 17, 2023

 

/s/ Deirdre J. Evens

 

 

Deirdre J. Evens, Director

 

 

 

February 17, 2023

 

/s/ Thomas W. Furphy

 

 

Thomas W. Furphy, Director

 

 

 

February 17, 2023

 

/s/ Karin M. Klein

 

 

Karin M. Klein, Director

 

 

 

February 17, 2023

 

/s/ Peter Linneman

 

 

Peter Linneman, Director

 

 

 

February 17, 2023

 

/s/ David P. O'Connor

 

 

David P. O'Connor, Director

 

 

 

February 17, 2023

 

/s/ James H Simmons

 

 

James H. Simmons, Director

 

 

 

February 17, 2023

 

/s/ Thomas G. Wattles

 

 

Thomas G. Wattles, Director

 

154


EX-10

Exhibit 10.m(i)

SEVERANCE AND CHANGE OF CONTROL AGREEMENT

THIS AGREEMENT, effective as of January 1, 2022 is by and between REGENCY CENTERS CORPORATION, a Florida corporation (the “Company”), Regency Centers, L.P., a Delaware limited partnership (the “Partnership”), and ALAN T. ROTH (the “Employee”).

WHEREAS, to induce the Employee to serve (or continue to serve) as an officer of the Company and a key employee of the Partnership, the Company, the Partnership, and the Employee desire to enter into this Severance and Change Of Control Agreement (the “Agreement”); and

WHEREAS, the parties agree that the restrictive covenants underlying certain of the Employee’s obligations under this Agreement are necessary to protect the goodwill or other business interests of the Regency Entities (as defined herein) and that such restrictive covenants do not impose a greater restraint than is necessary to protect such goodwill or other business interests.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, including the Employee’s agreement to serve (or continue to serve) as an officer of the Company and as an employee of the Partnership, and the restrictive covenants contained herein, the Employee, the Company, and the Partnership agree as follows:

1. Definitions. The following words, when capitalized in this Agreement, shall have the meanings ascribed below.

(a) “Affiliate” shall have the meaning given to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.

(b) “Average Annual Cash Bonus” means the average of the annual cash bonus, if any, awarded to the Employee with respect to the three (3) fiscal years prior to the Termination Date (or the period of the Employee’s employment, if shorter).

(c) “Board” means the Board of Directors of the Company.

(d) “Cause” means the termination of the Employee’s employment with the Partnership and all Regency Entities by action of the Board or its delegate for one or more of the following reasons:

(i) The Employee is convicted of, or pleads nolo contendere to, a felony under any state, federal or local law;

(ii) The Employee engages in willful or gross misconduct or willful or gross negligence in performing the Employee’s duties, or fraud, misappropriation or embezzlement, in each case that is materially and demonstrably injurious to the Company or the Partnership; and

(iii) The Employee materially breaches this Agreement, and the Employee fails to cure the breach to the reasonable satisfaction of such entity, if capable of cure, within thirty (30) days after written notice by such entity of the breach;

(iv) The Employee engages in conduct that, if known outside any of the Regency Entities, could reasonably be expected to cause harm to the reputation of the Company or the Partnership, and the Employee fails to cure the breach to the reasonable

1


satisfaction of such entity, if capable of cure, within thirty (30) days after written notice by such entity of the breach;

(v) The Employee engages in sexual misconduct, discrimination, harassment, retaliation, assault, or other improper or violent conduct toward any employee or third party, or other similar conduct, in each case that in the view of the Company could result in reputational or financial harm to the Company or the Partnership;

(vi) The Employee engages in conduct that constitutes a violation of law, or a material breach of any policy, procedure, rule, regulation, or directive of the Company or the Partnership; or

(vii) The Employee’s continued failures to meet the reasonable expectations of management regarding performance of his or her duties, and the Employee fails to correct such failures to the reasonable satisfaction of the Company or the Partnership, as applicable, if capable of cure, within thirty (30) days after written notice by such entity of such failures.

Notwithstanding the foregoing, during the Change of Control Period, the definition of Cause shall be limited to the events described in subsection (i), (ii) and (v) above.

For purposes of this definition, the Employee’s actions or failure to act shall not be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company and the Partnership. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or , if applicable, upon the instructions of the Chief Executive Officer of the Company or another senior officer of the Company or based upon the advice of counsel for the Company or the Partnership shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company and the Partnership.

If the act or omission of the Employee could be considered “Cause” under more than one provision above, then the Company shall have the discretion to determine which provision(s) applies in such circumstance.

If matters constituting Cause within the meaning of subsection (i), (ii) or (v) become known to the Company or the Partnership subsequent to the time that the Employee’s termination occurs, then the Board may, by delivery of written notice to the Employee, treat such termination as being for Cause, cease and terminate any severance payments or benefits then remaining, and seek reimbursement of all payments made and benefits provided, with interest, hereunder or under any other agreement in connection with such termination by any available legal means; provided, however, that if such matters become known during the Change of Control Period, then the procedures described in the following paragraph must be followed prior to the Board’s issuance of the notice.

During the Change of Control Period, the Employee’s termination of employment shall not be deemed to be for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the Employee if the Employee is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Employee and the Employee is given an opportunity, together with counsel for the Employee, to be heard before the Board), finding that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in subsection (i),

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(ii) or (v) above, and specifying the particulars of its determination thereof in detail. No formal action with respect to the Employee’s employment status may be taken by the Company pending the foregoing actions by the Board, except that the Company may place the Employee on paid administrative leave beginning on the date the Company notifies the Employee of the date of the Board meeting through the date of the Board’s final decision on the matter, and doing so shall not be considered Good Reason nor a termination without Cause.

(e) “Change of Control” means the first to occur of any of the following:

(i) an acquisition by Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (D) any acquisition by any entity pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (iii) of this Section 1(e);

(ii) a change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that, any individual who becomes a member of the Board subsequent to the date of this Agreement whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board;

(iii) the consummation of a reorganization, merger, statutory share exchange, consolidation or similar transaction involving the Company or any of its subsidiaries or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business

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Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding any other provision of this Agreement, with respect to any payments or benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, a Change of Control shall not constitute a payment or settlement event with respect to such payments or benefits, or an event that otherwise changes the timing of payment or settlement of such payments or benefits, unless the Change of Control also constitutes an event described in Section 409A(a)(2)(v) of the Code and the regulations thereto. For the avoidance of doubt, this paragraph shall have no bearing on the Employee’s entitlement to receive any such payments or benefits under this Agreement that are otherwise payable but for Section 409A of the Code.

(f) “Change of Control Period” means the period commencing on the date of the Change of Control and ending on the second anniversary thereof.

(g) “Code” means the Internal Revenue Code of 1986, as amended. References to a specific section of the Code shall include the rules or regulations promulgated thereunder and any successor provisions.

(h) “Disability” has the meaning given in the Partnership’s or Company’s long-term disability plan or policy (regardless of whether the Employee is covered thereby) or, if no such plan or policy is in place, then “Disability” means the Company’s determination that the Employee has been unable to substantially perform the Employee’s duties, due to a medically-determinable physical or mental incapacity, for one-hundred eighty (180) consecutive days.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a specific section of the Exchange Act shall include the rules or regulations promulgated thereunder and any successor provisions.

(j) “General Release” means an agreement whereby the Employee (i) releases all claims against the Regency Entities relating to the Employee’s employment and termination thereof, and (ii) agrees to continue to comply with, and be bound by, the provisions of Section 9 hereof. Such General Release shall contain only customary provisions, including customary exclusions, and may not impose

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any additional post-termination obligations or restrictions on Executive that are not already expressly described herein. In addition, such release shall not require a release of the Employee’s right to indemnification under law, the Company’s and the Partnership’s governance documents, or any indemnification agreement that may be in effect for the benefit of such Employee.

(k) “Good Reason” means the occurrence of one of the following without the Employee’s prior written consent, provided that the procedures described herein are followed:

(i) the assignment to the Employee of duties materially inconsistent with the Employee’s position (including titles and reporting requirements), authority, duties or responsibilities, or a material diminution in such position, authority, duties or responsibilities;

(ii) solely during the Change in Control Period, a material diminution in the authorities, duties or responsibilities of the person to whom the Employee is required to report, including a requirement that the Employee report to a lower-level officer or employee than the Employee was reporting to immediately prior to the Change of Control Period or, in the case of an officer who reports directly to the Board, no longer reporting directly to the Board (or the Board of Directors of the ultimate parent entity of the successor in the Change of Control);

(iii) a material diminution of the Employee’s base salary or incentive compensation opportunity (including (A) a reduction in annual bonus opportunity compared to the opportunity in the prior year, (B) a reduction in the grant date fair value of annual equity awards compared to the grant date value in the prior year and (C) during the Change in Control Period, any change to the terms and conditions of incentive compensation opportunities or annual equity awards that are less favorable in all material respects than the terms and conditions in effect prior to the Change of Control), except in the case of a general reduction in base salary or incentive compensation opportunity that occurs other than during the Change in Control Period and that affects all senior executives in substantially the same proportions;

(iv) the Company’s requiring the Employee (A) to be based at any office or location other than that currently in effect for the Employee which results in a material increase in the Employee’s commute to and from the Employee’s primary residence (for this purpose an increase in the Employee’s commute by 35 miles or more shall be deemed material); or (B) solely during the Change of Control Period, to be based at a location other than the principal executive offices of the Company if the Employee was employed at such location immediately preceding the Change of Control; or

(v) any other action or inaction that constitutes a material breach by the Company of this Agreement, including any failure by the Company to comply with and satisfy the successors provision set forth in Section 13.

The Employee’s mental or physical incapacity following the occurrence of an event described above in subsections (i) through (v) hereof shall not affect the Employee’s ability to terminate employment for Good Reason and the Employee’s death following delivery of a notice of termination for Good Reason shall not affect the Employee’s estate’s entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason.

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To invoke a termination for Good Reason, whether before or after a Change of Control, the Employee shall provide a Termination Notice to the Company within 90 days following the Employee’s knowledge of the initial existence of one or more of the conditions described in subsections (i) through (v) giving rise to Good Reason, and the Company and the Partnership shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the asserted condition or conditions. If the Company or the Partnership, as applicable, does not cure the asserted condition within the Cure Period, then the Employee’s Termination Date will occur on the day immediately following the end of the Cure Period. If the Company or the Partnership, as applicable, cures the asserted condition or conditions within such thirty (30) day Cure Period, then the Employee will be deemed to have withdrawn the notice of termination effective as of the date the cure is affected.

(l) “Medical Benefits” shall mean the monthly fair market value of benefits provided to the Employee and the Employee’s dependents under the major medical, dental and vision benefit plans sponsored and maintained by the Company or Partnership, at the level of coverage in effect for such persons immediately prior to the Employee’s Termination Date. The “monthly fair market value” of such benefits shall be equal to the monthly cost as if such persons elected COBRA continuation coverage at such time at their own expense.

(m) “Person” means a “person” as used in Sections 3(a)(9) and 13(d) of the Exchange Act.

(n) “Qualifying Retirement” means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age 65, or (Y) age 60 with 10 Years of Service, and (ii) previously delivered a written notice of retirement to the Partnership at least one (1) year prior to the date of retirement. “Years of Service” means the Employee’s total years of employment with a Regency Entity, including years of employment with an entity that is acquired by a Regency Entity prior to such acquisition.

(o) “Regency Entity” or “Regency Entities” means the Company, the Partnership, any of their Affiliates, and any other entities that along with the Company or the Partnership is considered a single employer pursuant to Code Section 414(b) or (c) and the Treasury regulations promulgated thereunder, determined by applying the phrase “at least 50 percent” in place of the phrase “at least 80 percent” each place it appears in such Treasury regulations or Code Section 1563(a).

(p) “Termination Date” means the date the Employee’s employment terminates with all Regency Entities, which shall generally be the date the party initiating the termination provides notice of termination to the other, provided that if the Employee’s employment is terminated by the Company for Cause, then Termination Date means the date of receipt of the Notice of Termination or any later date specified therein (subject to the requirements of this Agreement in connection with such termination), and if the Employee’s employment is terminated by the Employee for Good Reason, then Termination Date means the day following the expiration of the Cure Period.

(q) “Termination Notice” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) specifies in reasonable details the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated, and (iii) if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date.

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2. Term of the Agreement. The term of this Agreement shall begin on the date hereof and end at 11:59 p.m. on December 31, 2022, and thereafter shall automatically renew for successive one (1) year terms unless either party delivers written notice of non-renewal to the other party at least ninety (90) days prior to the end of the then current term; provided, however, that if a Change of Control has occurred during the original or any extended term (including any extension resulting from a prior Change of Control), the term of the Agreement shall end no earlier than twenty-four (24) calendar months after the end of the calendar month in which the Change of Control occurs.

3. Severance. If the Company terminates Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, the Partnership shall pay to the Employee, in cash, the following:

(a) Termination Occurring Other than During Change of Control Period. If such termination occurs other than during the Change in Control Period, then the Partnership shall pay, or cause to be paid, the Employee:

(i) the sum of (A) any accrued but unpaid Base Salary and accrued but unused vacation, which shall be paid on the pay date immediately following the date of the Employee’s termination in accordance with the Partnership’s normal payroll practices, (B) any unreimbursed business expenses which were properly incurred before the Termination Date at the time such amount would normally be paid under the Company’s expense reimbursement policy, and (C) any earned but unpaid annual bonus with respect to any completed fiscal year of the Company or the Partnership ending immediately preceding the Employee’s Termination Date, which shall be paid on the otherwise applicable payment date for such bonus (collectively, the “Accrued Benefits”); and

(ii) subject to subsection (d) below, an amount equal to the sum of (A) twelve (12) months of the Employee’s base monthly salary in effect on the Employee’s Termination Date, (B) one-hundred percent (100%) of the Employee’s Average Annual Cash Bonus, and (C) twelve (12) months of the Employee’s Medical Benefits. Payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release.

(b) Termination Occurring During the Change of Control Period. If such termination occurs during the Change of Control Period, then the Partnership shall pay the Employee:

(i) The Accrued Benefits, with each amount to be paid out at the times set forth in Section 3(a) above;

(ii) Subject to subsection (d) below, a pro-rated annual bonus for the fiscal year in which the Termination Date occurs based on the higher of Employee’s Average Annual Cash Bonus and the Employee’s target annual bonus for the year in which the Termination Date occurs (or, if the target has not yet been set or has been reduced from that in effect prior to the Change of Control, the target bonus as was in effect immediately prior to the Change of Control). In either case the pro-rated amount shall be calculated by multiplying the applicable amount by a fraction, the numerator of which is the total number of days between the first day of the fiscal year of the Company or the Partnership with respect to such annual bonus and the Termination Date (including the Termination Date), and the denominator of which is the total number of days in such fiscal year. Subject to any applicable deferral election, such payment shall be made in a

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lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release; and

(iii) Subject to subsection (d) below, an amount equal to the sum of (A) twenty-four (24) months of the Employee’s monthly base salary in effect on the date the Employee’s employment terminates, (B) two hundred percent (200%) of the Employee’s Average Annual Cash Bonus, and (C) twenty-four (24) months of the Employee’s Medical Benefits. Payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release.

(c) Determination of Base Salary. For purposes of this Agreement, in the event there is a reduction in the Employee’s base salary that would constitute a basis for a termination for Good Reason, the base salary used for purposes of calculating the severance payable pursuant to this Section 3 shall be the amount in effect immediately prior to such reduction.

(d) General Release. Notwithstanding any provision herein to the contrary, neither the Company nor the Partnership shall have any obligation to pay any amount or provide any benefit, as the case may be, other than the Accrued Benefits under this Agreement, unless the Employee executes, delivers to the Partnership, and does not revoke (to the extent the Employee is allowed to do so as set forth in the General Release or pursuant to law), a General Release within sixty (60) days of the Employee’s Termination Date.

4. Impact of Death, Disability and Retirement on Entitlement to Severance.

(a) Notwithstanding anything herein to the contrary, if the Employee delivers written notice of a Qualifying Retirement to the Partnership and the Employee subsequently becomes entitled to receive any severance payments or benefits described in Section 3(a), then the amount of such payments and benefits shall be limited to those that the Employee would have otherwise received had such employment continued through the date of the Employee’s Qualifying Retirement as indicated in the Employee’s notice. For clarity, if the Employee becomes entitled to payments and benefits under Section 3(b), then this Section 4(a) shall not apply and the Employee shall be entitled to the full benefits described in Section 3(b).

(b) If the Employee dies after receiving a Termination Notice from the Company that the Employee is being terminated without Cause, or after providing a Termination Notice for Good Reason, but prior to the date the Employee receives the payments and benefits described in Section 3, then the Employee’s estate, heirs and beneficiaries shall be entitled to the payments and benefits described in Section 3, no General Release will be required, and such amounts shall be paid as soon as practicable following the Employee’s death.

(c) In no event shall a termination of the Employee’s employment due to death or Disability constitute a termination by the Partnership without Cause or a termination by the Employee for Good Reason.

5. Change of Control – Excise Tax. If the Company’s legal counsel, tax advisors or accountants, as selected by the Company prior to the Change of Control, determine that any payment, benefit or transfer by the Company under this Agreement or any other plan, agreement, or arrangement to or for the benefit of the Employee (in the aggregate, the “Total Payments”) to be subject to the tax (“Excise Tax”) imposed by Code Section 4999 but for this Section 5, then, notwithstanding any other provision of this

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Agreement to the contrary, the Total Payments shall be delivered either (a) in full or (b) in an amount such that the value of the aggregate Total Payments that the Employee is entitled to receive shall be One Dollar ($1.00) less than the maximum amount that the Employee may receive without being subject to the Excise Tax, whichever of (a) or (b) results in the receipt by the Participant of the greatest benefit on an after-tax basis (taking into account applicable federal, state and local income taxes and the Excise Tax). In the event that (b) results in a greater after-tax benefit to the Employee, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (i) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (ii) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (iii) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments). The Employee shall be entitled to receive a copy of the Company’s legal counsel, tax advisor’s or accountant’s calculations performed for purposes of this Section 5 upon request.

6. Other Payments and Benefits. On any termination of employment, including, without limitation, termination due to the Employee’s death or Disability or for Cause, the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to Termination Date but for which the Employee had not received reimbursement, and any other rights, compensation and/or benefits as may be due the Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company or the Partnership (but in no event shall the Employee be entitled to duplicative rights, compensation and/or benefits).

7. Non-Duplication of Benefits. It is intended that the payments and benefits provided under this Agreement are in lieu of, and not in addition to, termination or severance payments and benefits provided under any other termination or severance plans, policies or agreements, if any, of the Company or the Partnership; provided, however, that for clarity, the treatment of any equity awards previously received by the Employee prior to his or her Termination Date shall be addressed pursuant to the terms of separate agreements between the Employee and the Company or the Partnership, as applicable, and the plan and other related documents governing any such awards.

8. Set Off; Mitigation. The obligation of the Company or the Partnership to pay or provide the Employee the amounts or benefits under Section 3(a) of this Agreement shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Employee to the Company or the Partnership. In addition, the Employee shall not be required to mitigate the amount of any payments or benefits provided to the Employee hereunder by securing other employment or otherwise, nor will such payments and/or benefits be reduced by reason of the Employee securing other employment or for any other reason.

9. Restrictive Covenants and Availability of Services.

(a) The Employee will not use or disclose any confidential information of any Regency Entity without the Company’s prior written consent, except in furtherance of the business of the Regency Entities or except as may be required by law. Additionally, and without limiting the foregoing, the Employee agrees not to participate in or facilitate the dissemination to the media or any other third party (i) of any confidential information concerning any Regency Entity or any employee of any Regency Entity, or (ii) of any damaging, defamatory or disparaging statement or information concerning any Regency Entity, their officers or directors, without the Company’s prior written consent except as may be

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required by law. The term “confidential information” shall mean any non-public information relating to the business of the Regency Entities and, for clarity, shall not include information already in the public domain through no action or inaction of the Employee. Notwithstanding the foregoing, nothing herein prohibits Employee from cooperating with any government agency, including the National Labor Relations Board or the Equal Employment Opportunity Commission, or any similar state agency. Further, nothing herein prohibits Employee from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, or any agency (including but not limited to the National Labor Relations Board or the Equal Employment Opportunity Commission) or Inspector General, or making other disclosures that are protected under any whistleblower provision of federal, state, or local law or regulation.

(b) On the Termination Date, the Employee shall return to the Company and the Partnership all keys, equipment, identification or credit cards and all other property belonging to the Company or the Partnership, and return or destroy all confidential information. The Employee understands that all documents and materials related to the Company’s business, including all confidential information, are the sole property of the Company and that the Employee shall not make or retain any copies thereof on any media. If requested by the Company to do so, the Employee shall certify in writing that all materials containing confidential information (and copies thereof) have been returned or destroyed.

(c) During the Employee’s employment and during the one (1) year period after the Employee ceases to be employed by any of the Regency Entities, the Employee agrees that:

(i) the Employee shall not directly or knowingly and intentionally through another party recruit, induce, solicit or assist any other Person in recruiting, inducing or soliciting (A) any other employee of any Regency Entity to leave such employment or (B) any other Person with which any Regency Entity was actively conducting negotiations for employment on the Termination Date; and

(ii) the Employee shall not personally solicit, induce or assist any other Person in soliciting or inducing (A) any tenant in a shopping center of any Regency Entity that was a tenant on the Termination Date to terminate a lease, or (B) any tenant, property owner, co-investment partner or build-to-suit customer with whom any Regency Entity had a lease, acquisition contract, business combination contract, co-investment partnership agreement or development contract on the Termination Date to terminate such lease or other contract, or (C) any prospective tenant, property owner, co-investor partner or build-to-suit customer with which any Regency Entity was actively conducting negotiations on the Termination Date with respect to a lease, acquisition, business combination, co-investment partnership or development project to cease such negotiations.

(d) For a six (6) month period following any termination of employment, other than following a Change of Control, and following payment of all severance due to the Employee pursuant to Section 3, the Employee agrees to make himself available and, upon and as requested by the Company or the Partnership from time to time, to provide consulting services with respect to any projects the Employee was involved in prior to such termination and/or to cooperate in connection with the defense of any dispute, controversy or litigation relating to periods prior to such termination, as the Company or the Partnership may reasonably request. The Company or the Partnership will provide the Employee

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reasonable advance notice of any request to provide consulting services and cooperation, and will make all reasonable accommodations necessary to prevent the Employee’s commitment hereunder from materially interfering with the Employee’s employment obligations, if any. In no event will the Employee be required to provide more than twenty (20) hours of consulting services in any one month to the Company and the Partnership pursuant to this provision.

(e) The parties agree that any breach of this Section 9 will result in irreparable harm to the non-breaching party which cannot be fully compensated by monetary damages and accordingly, in the event of any breach or threatened breach of this Section 9, the non-breaching party shall be entitled to injunctive relief. Should any provision of this Section 9 be determined by a court of law or equity to be unreasonable or unenforceable, the parties agree that to the extent it is valid and enforceable, they shall be bound by the same, the intention of the parties being that the parties be given the broadest protection allowed by law or equity with respect to such provision.

10. Survival. The provisions of this Agreement shall survive the termination of this Agreement to the extent necessary to enforce the rights and obligations described therein.

11. Compliance with Code Section 409A.

(a) It is intended that this Agreement shall comply with the provisions of Section 409A of the Code, or an exemption to Section 409A of the Code. Without limiting the generality of the foregoing, the parties intend that all payments made hereunder shall qualify for either the “short-term deferral” exception or the separation pay exception or another exception under Section 409A of the Code, and this Agreement shall be interpreted, to the maximum extent possible, consistent with such intent. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on the Employee pursuant to Section 409A of the Code. In no event may the Employee, directly or indirectly, designate the calendar year of any payment under this Agreement that is considered deferred compensation under Section 409A of the Code, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year shall be paid in the later taxable year.

(b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c) Notwithstanding any other provision of this Agreement to the contrary, if the Employee is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Affiliates as in effect on the Termination Date), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to the Employee under this Agreement during the six-month period immediately following the Employee’s separation from service on account of the Employee’s separation from service shall instead be paid on the first business day of the seventh month

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following his separation from service (the “Delayed Payment Date”) with interest calculated at the short-term Applicable Federal Rate as in effect for the month in which the Termination Date occurs, to the extent necessary to prevent the imposition of tax penalties on the Employee under Section 409A of the Code. If the Employee dies prior to the Delayed Payment Date, then the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of the Employee’s death.

(d) For purposes of applying the provisions of Code Section 409A to this Agreement, each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company or the Partnership, as the case may be.

12. Withholding. The Company or the Partnership shall withhold from all payments to the Employee hereunder all amounts required to be withheld under applicable local, state or federal income and employment tax laws.

13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Employee and the Employee’s heirs and personal representatives, the Company and the Partnership, and their successors, assigns and legal representatives. The Company and the Partnership will require any successors thereto (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to expressly assume and agree to perform under this Agreement in the same manner and to the same extent that the Company and the Partnership would be required to perform if no such succession had taken place.

14. Dispute Resolution. Any dispute, controversy or claim between the Company or the Partnership and the Employee or other person arising out of or relating to this Agreement shall be settled by arbitration conducted in the City of Jacksonville, Florida, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect; provided that this Section 14 shall not apply to, and the Company and the Partnership shall be free to seek, injunctive or other equitable relief with respect to any actual or threatened violation by the Employee of his or her obligations under Section 9 hereof in any court of competent jurisdiction. The arbitration decision or award shall be binding and final upon the parties, and not subject to any appeal or judicial review. The arbitration award shall be in writing and shall set forth the basis thereof. The parties hereto shall abide by all awards rendered in such arbitration proceedings, and all such awards may be enforced and executed upon in any court having jurisdiction over the party against whom enforcement of such award is sought. Each party shall be responsible for its own costs and expenses in any dispute or proceeding regarding the enforcement of this Agreement; provided, however, that in the event of a dispute, controversy or claim following a Change of Control, the Company and the Partnership (or their successor(s)) shall reimburse all of the Employee’s costs and expenses related to the arbitration if the Employee substantially prevails on any material issue, including any costs and expenses of seeking such reimbursement.

15. Notice. Any notice, request, demand or other communication required or permitted herein will be deemed to be properly given when personally served in writing, by email or when deposited in the United States mail, postage prepaid, addressed to the Employee at the address (or email address) last appearing in the Company’s personnel records and to the Company at its headquarters with

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attention (or an email) to the Senior Vice President of Human Resources, with a copy to the General Counsel. Either party may change its address by written notice in accordance with this paragraph.

16. Miscellaneous.

(a) This Agreement shall be construed and enforced in accordance with the laws of the State of Florida (exclusive of conflict of law principles).

(b) In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the remainder shall not be affected thereby.

(c) This Agreement supersedes and terminates any prior employment agreement, severance agreement, or change of control severance agreement between the Company, the Partnership or any Affiliate thereof and the Employee; provided, however, that for clarity, the treatment of any equity awards granted by the Employee prior to his or her Termination Date shall be addressed pursuant to the terms of separate agreements between the Employee and the Company or the Partnership, as applicable, and the plan and other related documents governing any such awards.

(d) Headings herein are inserted for convenience and shall not affect the interpretation of any provision of the Agreement.

(e) This Agreement may not be terminated, amended, or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(f) Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

17. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(Signature page to follow)

 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

 

REGENCY CENTERS CORPORATION

 

By: ___________________________________

Lisa Palmer

Its President & Chief Executive Officer

 

REGENCY CENTERS, L.P.

 

By: REGENCY CENTERS CORPORATION

Its General Partner

 

By: ___________________________________

Lisa Palmer

Its President & Chief Executive Officer

 

EMPLOYEE ___________________________________

ALAN T. ROTH

 

 

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EX-10

Exhibit 10.m(ii)

SEVERANCE AND CHANGE OF CONTROL AGREEMENT

THIS AGREEMENT, effective as of January 1, 2022 is by and between REGENCY CENTERS CORPORATION, a Florida corporation (the “Company”), Regency Centers, L.P., a Delaware limited partnership (the “Partnership”), and NICHOLAS A. WIBBENMEYER (the “Employee”).

WHEREAS, to induce the Employee to serve (or continue to serve) as an officer of the Company and a key employee of the Partnership, the Company, the Partnership, and the Employee desire to enter into this Severance and Change Of Control Agreement (the “Agreement”); and

WHEREAS, the parties agree that the restrictive covenants underlying certain of the Employee’s obligations under this Agreement are necessary to protect the goodwill or other business interests of the Regency Entities (as defined herein) and that such restrictive covenants do not impose a greater restraint than is necessary to protect such goodwill or other business interests.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, including the Employee’s agreement to serve (or continue to serve) as an officer of the Company and as an employee of the Partnership, and the restrictive covenants contained herein, the Employee, the Company, and the Partnership agree as follows:

1. Definitions. The following words, when capitalized in this Agreement, shall have the meanings ascribed below.

(a) “Affiliate” shall have the meaning given to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.

(b) “Average Annual Cash Bonus” means the average of the annual cash bonus, if any, awarded to the Employee with respect to the three (3) fiscal years prior to the Termination Date (or the period of the Employee’s employment, if shorter).

(c) “Board” means the Board of Directors of the Company.

(d) “Cause” means the termination of the Employee’s employment with the Partnership and all Regency Entities by action of the Board or its delegate for one or more of the following reasons:

(i) The Employee is convicted of, or pleads nolo contendere to, a felony under any state, federal or local law;

(ii) The Employee engages in willful or gross misconduct or willful or gross negligence in performing the Employee’s duties, or fraud, misappropriation or embezzlement, in each case that is materially and demonstrably injurious to the Company or the Partnership; and

(iii) The Employee materially breaches this Agreement, and the Employee fails to cure the breach to the reasonable satisfaction of such entity, if capable of cure, within thirty (30) days after written notice by such entity of the breach;

(iv) The Employee engages in conduct that, if known outside any of the Regency Entities, could reasonably be expected to cause harm to the reputation of the Company or the Partnership, and the Employee fails to cure the breach to the reasonable

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satisfaction of such entity, if capable of cure, within thirty (30) days after written notice by such entity of the breach;

(v) The Employee engages in sexual misconduct, discrimination, harassment, retaliation, assault, or other improper or violent conduct toward any employee or third party, or other similar conduct, in each case that in the view of the Company could result in reputational or financial harm to the Company or the Partnership;

(vi) The Employee engages in conduct that constitutes a violation of law, or a material breach of any policy, procedure, rule, regulation, or directive of the Company or the Partnership; or

(vii) The Employee’s continued failures to meet the reasonable expectations of management regarding performance of his or her duties, and the Employee fails to correct such failures to the reasonable satisfaction of the Company or the Partnership, as applicable, if capable of cure, within thirty (30) days after written notice by such entity of such failures.

Notwithstanding the foregoing, during the Change of Control Period, the definition of Cause shall be limited to the events described in subsection (i), (ii) and (v) above.

For purposes of this definition, the Employee’s actions or failure to act shall not be considered “willful” unless it is done, or omitted to be done, by Employee in bad faith or without reasonable belief that Employee’s action or omission was in the best interests of the Company and the Partnership. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or , if applicable, upon the instructions of the Chief Executive Officer of the Company or another senior officer of the Company or based upon the advice of counsel for the Company or the Partnership shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company and the Partnership.

If the act or omission of the Employee could be considered “Cause” under more than one provision above, then the Company shall have the discretion to determine which provision(s) applies in such circumstance.

If matters constituting Cause within the meaning of subsection (i), (ii) or (v) become known to the Company or the Partnership subsequent to the time that the Employee’s termination occurs, then the Board may, by delivery of written notice to the Employee, treat such termination as being for Cause, cease and terminate any severance payments or benefits then remaining, and seek reimbursement of all payments made and benefits provided, with interest, hereunder or under any other agreement in connection with such termination by any available legal means; provided, however, that if such matters become known during the Change of Control Period, then the procedures described in the following paragraph must be followed prior to the Board’s issuance of the notice.

During the Change of Control Period, the Employee’s termination of employment shall not be deemed to be for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding the Employee if the Employee is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Employee and the Employee is given an opportunity, together with counsel for the Employee, to be heard before the Board), finding that, in the good faith opinion of the Board, the Employee is guilty of the conduct described in subsection (i),

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(ii) or (v) above, and specifying the particulars of its determination thereof in detail. No formal action with respect to the Employee’s employment status may be taken by the Company pending the foregoing actions by the Board, except that the Company may place the Employee on paid administrative leave beginning on the date the Company notifies the Employee of the date of the Board meeting through the date of the Board’s final decision on the matter, and doing so shall not be considered Good Reason nor a termination without Cause.

(e) “Change of Control” means the first to occur of any of the following:

(i) an acquisition by Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (D) any acquisition by any entity pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (iii) of this Section 1(e);

(ii) a change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that, any individual who becomes a member of the Board subsequent to the date of this Agreement whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board;

(iii) the consummation of a reorganization, merger, statutory share exchange, consolidation or similar transaction involving the Company or any of its subsidiaries or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business

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Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding any other provision of this Agreement, with respect to any payments or benefits that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, a Change of Control shall not constitute a payment or settlement event with respect to such payments or benefits, or an event that otherwise changes the timing of payment or settlement of such payments or benefits, unless the Change of Control also constitutes an event described in Section 409A(a)(2)(v) of the Code and the regulations thereto. For the avoidance of doubt, this paragraph shall have no bearing on the Employee’s entitlement to receive any such payments or benefits under this Agreement that are otherwise payable but for Section 409A of the Code.

(f) “Change of Control Period” means the period commencing on the date of the Change of Control and ending on the second anniversary thereof.

(g) “Code” means the Internal Revenue Code of 1986, as amended. References to a specific section of the Code shall include the rules or regulations promulgated thereunder and any successor provisions.

(h) “Disability” has the meaning given in the Partnership’s or Company’s long-term disability plan or policy (regardless of whether the Employee is covered thereby) or, if no such plan or policy is in place, then “Disability” means the Company’s determination that the Employee has been unable to substantially perform the Employee’s duties, due to a medically-determinable physical or mental incapacity, for one-hundred eighty (180) consecutive days.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a specific section of the Exchange Act shall include the rules or regulations promulgated thereunder and any successor provisions.

(j) “General Release” means an agreement whereby the Employee (i) releases all claims against the Regency Entities relating to the Employee’s employment and termination thereof, and (ii) agrees to continue to comply with, and be bound by, the provisions of Section 9 hereof. Such General Release shall contain only customary provisions, including customary exclusions, and may not impose

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any additional post-termination obligations or restrictions on Executive that are not already expressly described herein. In addition, such release shall not require a release of the Employee’s right to indemnification under law, the Company’s and the Partnership’s governance documents, or any indemnification agreement that may be in effect for the benefit of such Employee.

(k) “Good Reason” means the occurrence of one of the following without the Employee’s prior written consent, provided that the procedures described herein are followed:

(i) the assignment to the Employee of duties materially inconsistent with the Employee’s position (including titles and reporting requirements), authority, duties or responsibilities, or a material diminution in such position, authority, duties or responsibilities;

(ii) solely during the Change in Control Period, a material diminution in the authorities, duties or responsibilities of the person to whom the Employee is required to report, including a requirement that the Employee report to a lower-level officer or employee than the Employee was reporting to immediately prior to the Change of Control Period or, in the case of an officer who reports directly to the Board, no longer reporting directly to the Board (or the Board of Directors of the ultimate parent entity of the successor in the Change of Control);

(iii) a material diminution of the Employee’s base salary or incentive compensation opportunity (including (A) a reduction in annual bonus opportunity compared to the opportunity in the prior year, (B) a reduction in the grant date fair value of annual equity awards compared to the grant date value in the prior year and (C) during the Change in Control Period, any change to the terms and conditions of incentive compensation opportunities or annual equity awards that are less favorable in all material respects than the terms and conditions in effect prior to the Change of Control), except in the case of a general reduction in base salary or incentive compensation opportunity that occurs other than during the Change in Control Period and that affects all senior executives in substantially the same proportions;

(iv) the Company’s requiring the Employee (A) to be based at any office or location other than that currently in effect for the Employee which results in a material increase in the Employee’s commute to and from the Employee’s primary residence (for this purpose an increase in the Employee’s commute by 35 miles or more shall be deemed material); or (B) solely during the Change of Control Period, to be based at a location other than the principal executive offices of the Company if the Employee was employed at such location immediately preceding the Change of Control; or

(v) any other action or inaction that constitutes a material breach by the Company of this Agreement, including any failure by the Company to comply with and satisfy the successors provision set forth in Section 13.

The Employee’s mental or physical incapacity following the occurrence of an event described above in subsections (i) through (v) hereof shall not affect the Employee’s ability to terminate employment for Good Reason and the Employee’s death following delivery of a notice of termination for Good Reason shall not affect the Employee’s estate’s entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason.

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To invoke a termination for Good Reason, whether before or after a Change of Control, the Employee shall provide a Termination Notice to the Company within 90 days following the Employee’s knowledge of the initial existence of one or more of the conditions described in subsections (i) through (v) giving rise to Good Reason, and the Company and the Partnership shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the asserted condition or conditions. If the Company or the Partnership, as applicable, does not cure the asserted condition within the Cure Period, then the Employee’s Termination Date will occur on the day immediately following the end of the Cure Period. If the Company or the Partnership, as applicable, cures the asserted condition or conditions within such thirty (30) day Cure Period, then the Employee will be deemed to have withdrawn the notice of termination effective as of the date the cure is affected.

(l) “Medical Benefits” shall mean the monthly fair market value of benefits provided to the Employee and the Employee’s dependents under the major medical, dental and vision benefit plans sponsored and maintained by the Company or Partnership, at the level of coverage in effect for such persons immediately prior to the Employee’s Termination Date. The “monthly fair market value” of such benefits shall be equal to the monthly cost as if such persons elected COBRA continuation coverage at such time at their own expense.

(m) “Person” means a “person” as used in Sections 3(a)(9) and 13(d) of the Exchange Act.

(n) “Qualifying Retirement” means the Employee’s voluntary termination of employment after the Employee has (i) attained (X) age 65, or (Y) age 60 with 10 Years of Service, and (ii) previously delivered a written notice of retirement to the Partnership at least one (1) year prior to the date of retirement. “Years of Service” means the Employee’s total years of employment with a Regency Entity, including years of employment with an entity that is acquired by a Regency Entity prior to such acquisition.

(o) “Regency Entity” or “Regency Entities” means the Company, the Partnership, any of their Affiliates, and any other entities that along with the Company or the Partnership is considered a single employer pursuant to Code Section 414(b) or (c) and the Treasury regulations promulgated thereunder, determined by applying the phrase “at least 50 percent” in place of the phrase “at least 80 percent” each place it appears in such Treasury regulations or Code Section 1563(a).

(p) “Termination Date” means the date the Employee’s employment terminates with all Regency Entities, which shall generally be the date the party initiating the termination provides notice of termination to the other, provided that if the Employee’s employment is terminated by the Company for Cause, then Termination Date means the date of receipt of the Notice of Termination or any later date specified therein (subject to the requirements of this Agreement in connection with such termination), and if the Employee’s employment is terminated by the Employee for Good Reason, then Termination Date means the day following the expiration of the Cure Period.

(q) “Termination Notice” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) specifies in reasonable details the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated, and (iii) if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date.

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2. Term of the Agreement. The term of this Agreement shall begin on the date hereof and end at 11:59 p.m. on December 31, 2022, and thereafter shall automatically renew for successive one (1) year terms unless either party delivers written notice of non-renewal to the other party at least ninety (90) days prior to the end of the then current term; provided, however, that if a Change of Control has occurred during the original or any extended term (including any extension resulting from a prior Change of Control), the term of the Agreement shall end no earlier than twenty-four (24) calendar months after the end of the calendar month in which the Change of Control occurs.

3. Severance. If the Company terminates Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, the Partnership shall pay to the Employee, in cash, the following:

(a) Termination Occurring Other than During Change of Control Period. If such termination occurs other than during the Change in Control Period, then the Partnership shall pay, or cause to be paid, the Employee:

(i) the sum of (A) any accrued but unpaid Base Salary and accrued but unused vacation, which shall be paid on the pay date immediately following the date of the Employee’s termination in accordance with the Partnership’s normal payroll practices, (B) any unreimbursed business expenses which were properly incurred before the Termination Date at the time such amount would normally be paid under the Company’s expense reimbursement policy, and (C) any earned but unpaid annual bonus with respect to any completed fiscal year of the Company or the Partnership ending immediately preceding the Employee’s Termination Date, which shall be paid on the otherwise applicable payment date for such bonus (collectively, the “Accrued Benefits”); and

(ii) subject to subsection (d) below, an amount equal to the sum of (A) twelve (12) months of the Employee’s base monthly salary in effect on the Employee’s Termination Date, (B) one-hundred percent (100%) of the Employee’s Average Annual Cash Bonus, and (C) twelve (12) months of the Employee’s Medical Benefits. Payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release.

(b) Termination Occurring During the Change of Control Period. If such termination occurs during the Change of Control Period, then the Partnership shall pay the Employee:

(i) The Accrued Benefits, with each amount to be paid out at the times set forth in Section 3(a) above;

(ii) Subject to subsection (d) below, a pro-rated annual bonus for the fiscal year in which the Termination Date occurs based on the higher of Employee’s Average Annual Cash Bonus and the Employee’s target annual bonus for the year in which the Termination Date occurs (or, if the target has not yet been set or has been reduced from that in effect prior to the Change of Control, the target bonus as was in effect immediately prior to the Change of Control). In either case the pro-rated amount shall be calculated by multiplying the applicable amount by a fraction, the numerator of which is the total number of days between the first day of the fiscal year of the Company or the Partnership with respect to such annual bonus and the Termination Date (including the Termination Date), and the denominator of which is the total number of days in such fiscal year. Subject to any applicable deferral election, such payment shall be made in a

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lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release; and

(iii) Subject to subsection (d) below, an amount equal to the sum of (A) twenty-four (24) months of the Employee’s monthly base salary in effect on the date the Employee’s employment terminates, (B) two hundred percent (200%) of the Employee’s Average Annual Cash Bonus, and (C) twenty-four (24) months of the Employee’s Medical Benefits. Payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release.

(c) Determination of Base Salary. For purposes of this Agreement, in the event there is a reduction in the Employee’s base salary that would constitute a basis for a termination for Good Reason, the base salary used for purposes of calculating the severance payable pursuant to this Section 3 shall be the amount in effect immediately prior to such reduction.

(d) General Release. Notwithstanding any provision herein to the contrary, neither the Company nor the Partnership shall have any obligation to pay any amount or provide any benefit, as the case may be, other than the Accrued Benefits under this Agreement, unless the Employee executes, delivers to the Partnership, and does not revoke (to the extent the Employee is allowed to do so as set forth in the General Release or pursuant to law), a General Release within sixty (60) days of the Employee’s Termination Date.

4. Impact of Death, Disability and Retirement on Entitlement to Severance.

(a) Notwithstanding anything herein to the contrary, if the Employee delivers written notice of a Qualifying Retirement to the Partnership and the Employee subsequently becomes entitled to receive any severance payments or benefits described in Section 3(a), then the amount of such payments and benefits shall be limited to those that the Employee would have otherwise received had such employment continued through the date of the Employee’s Qualifying Retirement as indicated in the Employee’s notice. For clarity, if the Employee becomes entitled to payments and benefits under Section 3(b), then this Section 4(a) shall not apply and the Employee shall be entitled to the full benefits described in Section 3(b).

(b) If the Employee dies after receiving a Termination Notice from the Company that the Employee is being terminated without Cause, or after providing a Termination Notice for Good Reason, but prior to the date the Employee receives the payments and benefits described in Section 3, then the Employee’s estate, heirs and beneficiaries shall be entitled to the payments and benefits described in Section 3, no General Release will be required, and such amounts shall be paid as soon as practicable following the Employee’s death.

(c) In no event shall a termination of the Employee’s employment due to death or Disability constitute a termination by the Partnership without Cause or a termination by the Employee for Good Reason.

5. Change of Control – Excise Tax. If the Company’s legal counsel, tax advisors or accountants, as selected by the Company prior to the Change of Control, determine that any payment, benefit or transfer by the Company under this Agreement or any other plan, agreement, or arrangement to or for the benefit of the Employee (in the aggregate, the “Total Payments”) to be subject to the tax (“Excise Tax”) imposed by Code Section 4999 but for this Section 5, then, notwithstanding any other provision of this

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Agreement to the contrary, the Total Payments shall be delivered either (a) in full or (b) in an amount such that the value of the aggregate Total Payments that the Employee is entitled to receive shall be One Dollar ($1.00) less than the maximum amount that the Employee may receive without being subject to the Excise Tax, whichever of (a) or (b) results in the receipt by the Participant of the greatest benefit on an after-tax basis (taking into account applicable federal, state and local income taxes and the Excise Tax). In the event that (b) results in a greater after-tax benefit to the Employee, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (i) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (ii) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (iii) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments). The Employee shall be entitled to receive a copy of the Company’s legal counsel, tax advisor’s or accountant’s calculations performed for purposes of this Section 5 upon request.

6. Other Payments and Benefits. On any termination of employment, including, without limitation, termination due to the Employee’s death or Disability or for Cause, the Employee shall receive any accrued but unpaid salary, reimbursement of any business or other expenses incurred prior to Termination Date but for which the Employee had not received reimbursement, and any other rights, compensation and/or benefits as may be due the Employee in accordance with the terms and provisions of any agreements, plans or programs of the Company or the Partnership (but in no event shall the Employee be entitled to duplicative rights, compensation and/or benefits).

7. Non-Duplication of Benefits. It is intended that the payments and benefits provided under this Agreement are in lieu of, and not in addition to, termination or severance payments and benefits provided under any other termination or severance plans, policies or agreements, if any, of the Company or the Partnership; provided, however, that for clarity, the treatment of any equity awards previously received by the Employee prior to his or her Termination Date shall be addressed pursuant to the terms of separate agreements between the Employee and the Company or the Partnership, as applicable, and the plan and other related documents governing any such awards.

8. Set Off; Mitigation. The obligation of the Company or the Partnership to pay or provide the Employee the amounts or benefits under Section 3(a) of this Agreement shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Employee to the Company or the Partnership. In addition, the Employee shall not be required to mitigate the amount of any payments or benefits provided to the Employee hereunder by securing other employment or otherwise, nor will such payments and/or benefits be reduced by reason of the Employee securing other employment or for any other reason.

9. Restrictive Covenants and Availability of Services.

(a) The Employee will not use or disclose any confidential information of any Regency Entity without the Company’s prior written consent, except in furtherance of the business of the Regency Entities or except as may be required by law. Additionally, and without limiting the foregoing, the Employee agrees not to participate in or facilitate the dissemination to the media or any other third party (i) of any confidential information concerning any Regency Entity or any employee of any Regency Entity, or (ii) of any damaging, defamatory or disparaging statement or information concerning any Regency Entity, their officers or directors, without the Company’s prior written consent except as may be

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required by law. The term “confidential information” shall mean any non-public information relating to the business of the Regency Entities and, for clarity, shall not include information already in the public domain through no action or inaction of the Employee. Notwithstanding the foregoing, nothing herein prohibits Employee from cooperating with any government agency, including the National Labor Relations Board or the Equal Employment Opportunity Commission, or any similar state agency. Further, nothing herein prohibits Employee from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, or any agency (including but not limited to the National Labor Relations Board or the Equal Employment Opportunity Commission) or Inspector General, or making other disclosures that are protected under any whistleblower provision of federal, state, or local law or regulation.

(b) On the Termination Date, the Employee shall return to the Company and the Partnership all keys, equipment, identification or credit cards and all other property belonging to the Company or the Partnership, and return or destroy all confidential information. The Employee understands that all documents and materials related to the Company’s business, including all confidential information, are the sole property of the Company and that the Employee shall not make or retain any copies thereof on any media. If requested by the Company to do so, the Employee shall certify in writing that all materials containing confidential information (and copies thereof) have been returned or destroyed.

(c) During the Employee’s employment and during the one (1) year period after the Employee ceases to be employed by any of the Regency Entities, the Employee agrees that:

(i) the Employee shall not directly or knowingly and intentionally through another party recruit, induce, solicit or assist any other Person in recruiting, inducing or soliciting (A) any other employee of any Regency Entity to leave such employment or (B) any other Person with which any Regency Entity was actively conducting negotiations for employment on the Termination Date; and

(ii) the Employee shall not personally solicit, induce or assist any other Person in soliciting or inducing (A) any tenant in a shopping center of any Regency Entity that was a tenant on the Termination Date to terminate a lease, or (B) any tenant, property owner, co-investment partner or build-to-suit customer with whom any Regency Entity had a lease, acquisition contract, business combination contract, co-investment partnership agreement or development contract on the Termination Date to terminate such lease or other contract, or (C) any prospective tenant, property owner, co-investor partner or build-to-suit customer with which any Regency Entity was actively conducting negotiations on the Termination Date with respect to a lease, acquisition, business combination, co-investment partnership or development project to cease such negotiations.

(d) For a six (6) month period following any termination of employment, other than following a Change of Control, and following payment of all severance due to the Employee pursuant to Section 3, the Employee agrees to make himself available and, upon and as requested by the Company or the Partnership from time to time, to provide consulting services with respect to any projects the Employee was involved in prior to such termination and/or to cooperate in connection with the defense of any dispute, controversy or litigation relating to periods prior to such termination, as the Company or the Partnership may reasonably request. The Company or the Partnership will provide the Employee

10


reasonable advance notice of any request to provide consulting services and cooperation, and will make all reasonable accommodations necessary to prevent the Employee’s commitment hereunder from materially interfering with the Employee’s employment obligations, if any. In no event will the Employee be required to provide more than twenty (20) hours of consulting services in any one month to the Company and the Partnership pursuant to this provision.

(e) The parties agree that any breach of this Section 9 will result in irreparable harm to the non-breaching party which cannot be fully compensated by monetary damages and accordingly, in the event of any breach or threatened breach of this Section 9, the non-breaching party shall be entitled to injunctive relief. Should any provision of this Section 9 be determined by a court of law or equity to be unreasonable or unenforceable, the parties agree that to the extent it is valid and enforceable, they shall be bound by the same, the intention of the parties being that the parties be given the broadest protection allowed by law or equity with respect to such provision.

10. Survival. The provisions of this Agreement shall survive the termination of this Agreement to the extent necessary to enforce the rights and obligations described therein.

11. Compliance with Code Section 409A.

(a) It is intended that this Agreement shall comply with the provisions of Section 409A of the Code, or an exemption to Section 409A of the Code. Without limiting the generality of the foregoing, the parties intend that all payments made hereunder shall qualify for either the “short-term deferral” exception or the separation pay exception or another exception under Section 409A of the Code, and this Agreement shall be interpreted, to the maximum extent possible, consistent with such intent. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on the Employee pursuant to Section 409A of the Code. In no event may the Employee, directly or indirectly, designate the calendar year of any payment under this Agreement that is considered deferred compensation under Section 409A of the Code, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year shall be paid in the later taxable year.

(b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c) Notwithstanding any other provision of this Agreement to the contrary, if the Employee is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Affiliates as in effect on the Termination Date), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to the Employee under this Agreement during the six-month period immediately following the Employee’s separation from service on account of the Employee’s separation from service shall instead be paid on the first business day of the seventh month

11


following his separation from service (the “Delayed Payment Date”) with interest calculated at the short-term Applicable Federal Rate as in effect for the month in which the Termination Date occurs, to the extent necessary to prevent the imposition of tax penalties on the Employee under Section 409A of the Code. If the Employee dies prior to the Delayed Payment Date, then the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of the Employee’s death.

(d) For purposes of applying the provisions of Code Section 409A to this Agreement, each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company or the Partnership, as the case may be.

12. Withholding. The Company or the Partnership shall withhold from all payments to the Employee hereunder all amounts required to be withheld under applicable local, state or federal income and employment tax laws.

13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Employee and the Employee’s heirs and personal representatives, the Company and the Partnership, and their successors, assigns and legal representatives. The Company and the Partnership will require any successors thereto (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to expressly assume and agree to perform under this Agreement in the same manner and to the same extent that the Company and the Partnership would be required to perform if no such succession had taken place.

14. Dispute Resolution. Any dispute, controversy or claim between the Company or the Partnership and the Employee or other person arising out of or relating to this Agreement shall be settled by arbitration conducted in the City of Jacksonville, Florida, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect; provided that this Section 14 shall not apply to, and the Company and the Partnership shall be free to seek, injunctive or other equitable relief with respect to any actual or threatened violation by the Employee of his or her obligations under Section 9 hereof in any court of competent jurisdiction. The arbitration decision or award shall be binding and final upon the parties, and not subject to any appeal or judicial review. The arbitration award shall be in writing and shall set forth the basis thereof. The parties hereto shall abide by all awards rendered in such arbitration proceedings, and all such awards may be enforced and executed upon in any court having jurisdiction over the party against whom enforcement of such award is sought. Each party shall be responsible for its own costs and expenses in any dispute or proceeding regarding the enforcement of this Agreement; provided, however, that in the event of a dispute, controversy or claim following a Change of Control, the Company and the Partnership (or their successor(s)) shall reimburse all of the Employee’s costs and expenses related to the arbitration if the Employee substantially prevails on any material issue, including any costs and expenses of seeking such reimbursement.

15. Notice. Any notice, request, demand or other communication required or permitted herein will be deemed to be properly given when personally served in writing, by email or when deposited in the United States mail, postage prepaid, addressed to the Employee at the address (or email address) last appearing in the Company’s personnel records and to the Company at its headquarters with

12


attention (or an email) to the Senior Vice President of Human Resources, with a copy to the General Counsel. Either party may change its address by written notice in accordance with this paragraph.

16. Miscellaneous.

(a) This Agreement shall be construed and enforced in accordance with the laws of the State of Florida (exclusive of conflict of law principles).

(b) In the event that any provision of this Agreement shall be invalid, illegal or unenforceable, the remainder shall not be affected thereby.

(c) This Agreement supersedes and terminates any prior employment agreement, severance agreement, or change of control severance agreement between the Company, the Partnership or any Affiliate thereof and the Employee; provided, however, that for clarity, the treatment of any equity awards granted by the Employee prior to his or her Termination Date shall be addressed pursuant to the terms of separate agreements between the Employee and the Company or the Partnership, as applicable, and the plan and other related documents governing any such awards.

(d) Headings herein are inserted for convenience and shall not affect the interpretation of any provision of the Agreement.

(e) This Agreement may not be terminated, amended, or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(f) Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

17. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(Signature page to follow)

 

 

13


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

 

REGENCY CENTERS CORPORATION

 

By: ___________________________________

Lisa Palmer

Its President & Chief Executive Officer

 

REGENCY CENTERS, L.P.

 

By: REGENCY CENTERS CORPORATION

Its General Partner

 

By: ___________________________________

Lisa Palmer

Its President & Chief Executive Officer

 

EMPLOYEE ___________________________________

NICHOLAS A. WIBBENMEYER

 

 

14


EX-10

Exhibit 10.n(i)

 

(Conformed thru First Amendment dated January 12, 2023)

https://cdn.kscope.io/c235df1c417e53ec7b1c036abd6fb4f0-img2356546_0.jpg 

 

 

Execution Version

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of February 9, 2021

by and among

REGENCY CENTERS, L.P.,

as Borrower,

REGENCY CENTERS CORPORATION,

as Parent,

THE FINANCIAL INSTITUTIONS PARTY HERETO

AND THEIR ASSIGNEES UNDER SECTION 12.6.,

as Lenders,

WELLS FARGO SECURITIES, LLC,

and

PNC CAPITAL MARKETS LLC,

as Joint Book Managers,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

PNC BANK, NATIONAL ASSOCIATION,

as Syndication Agent,

each of

WELLS FARGO SECURITIES, LLC,

PNC CAPITAL MARKETS LLC,

TRUIST SECURITIES, INC.

U.S. BANK NATIONAL ASSOCIATION

and

REGIONS CAPITAL MARKETS, a division of Regions Bank

as Joint Lead Arrangers

each of

U.S. BANK NATIONAL ASSOCIATION,

TRUIST BANK,

REGIONS BANK,

BANK OF AMERICA, N.A.,

JPMORGAN CHASE BANK, N.A.,

and

MIZUHO BANK, LTD.

as a Documentation Agent,

each of

BMO HARRIS BANK N.A., BANK OF NEW YORK MELLON,

BANK OF NOVA SCOTIA, and TD BANK, N.A.

as a Senior Managing Agent


TABLE OF CONTENTS

Article I. Definitions

1

 

Section 1.1

Definitions

1

 

Section 1.2

General; References to Eastern Time

36

 

Section 1.3

Financial Attributes of Non-Wholly Owned Subsidiaries

37

 

Section 1.4

Rates

37

 

Section 1.5

Divisions

37

Article II. Credit Facility

38

 

Section 2.1

Revolving Loans

38

 

Section 2.2

Bid Rate Loans

39

 

Section 2.3

Letters of Credit

42

 

Section 2.4

Swingline Loans

47

 

Section 2.5

Rates and Payment of Interest on Loans

49

 

Section 2.6

Number of Interest Periods

50

 

Section 2.7

Repayment of Loans

50

 

Section 2.8

Prepayments

50

 

Section 2.9

Continuation

51

 

Section 2.10

Conversion

51

 

Section 2.11

Notes

52

 

Section 2.12

Voluntary Reductions of the Commitment

52

 

Section 2.13

Extension of Termination Date

53

 

Section 2.14

Expiration Date of Letters of Credit Past Commitment Termination

53

 

Section 2.15

Amount Limitations

53

 

Section 2.16

Increase in Commitments

54

 

Section 2.17

Funds Transfer Disbursements

55

 

Section 2.18

Initial Benchmark Conforming Changes

55

Article III. Payments, Fees and Other General Provisions

55

 

Section 3.1

Payments

55

 

Section 3.2

Pro Rata Treatment

56

 

Section 3.3

Sharing of Payments, Etc

56

 

Section 3.4

Several Obligations

57

 

Section 3.5

Fees

57

 

Section 3.6

Computations

58

 

Section 3.7

Usury

58

 

Section 3.8

Statements of Account

59

 

Section 3.9

Defaulting Lenders

59

 

Section 3.10

Taxes; Foreign Lenders

62

Article IV. Yield Protection, Etc.

66

 

Section 4.1

Additional Costs; Capital Adequacy

66

 

Section 4.2

Suspension of SOFR Loans and SOFR Margin Loans.

68

 

Section 4.3

 Illegality

69

 

Section 4.4

Compensation

70

 

Section 4.5

Treatment of Affected Loans

70

 

Section 4.6

Affected Lenders

71

 

Section 4.7

Change of Lending Office

72

 

Section 4.8

Assumptions Concerning Funding of SOFR Loans

72

Article V. Conditions Precedent

72

i


 

Section 5.1

Initial Conditions Precedent

72

 

Section 5.2

Conditions Precedent to All Loans and Letters of Credit

74

Article VI. Representations and Warranties

75

 

Section 6.1

Representations and Warranties

75

 

Section 6.2

Survival of Representations and Warranties, Etc.

81

Article VII. Affirmative Covenants

82

 

Section 7.1

Preservation of Existence and Similar Matters

82

 

Section 7.2

Compliance with Applicable Law and Material Contracts

82

 

Section 7.3

Maintenance of Property

82

 

Section 7.4

Conduct of Business

83

 

Section 7.5

Insurance

83

 

Section 7.6

Payment of Taxes and Claims

83

 

Section 7.7

Books and Records; Inspections

83

 

Section 7.8

Use of Proceeds

84

 

Section 7.9

Environmental Matters

84

 

Section 7.10

Further Assurances

84

 

Section 7.11

REIT Status

84

 

Section 7.12

Exchange Listing

84

 

Section 7.13

Guarantors

84

Article VIII. Information

85

 

Section 8.1

Quarterly Financial Statements

85

 

Section 8.2

Year End Statements

85

 

Section 8.3

Compliance Certificate

86

 

Section 8.4

Other Information

86

 

Section 8.5

Electronic Delivery of Certain Information

88

 

Section 8.6

Public/Private Information

89

 

Section 8.7

USA Patriot Act Notice; Compliance

89

Article IX. Negative Covenants

90

 

Section 9.1

Financial Covenants

90

 

Section 9.2

Negative Pledge

91

 

Section 9.3

Restrictions on Intercompany Transfers

91

 

Section 9.4

Merger, Consolidation, Sales of Assets and Other Arrangements

92

 

Section 9.5

Plans

94

 

Section 9.6

Fiscal Year

94

 

Section 9.7

Modifications of Organizational Documents

94

 

Section 9.8

Transactions with Affiliates

94

 

Section 9.9

Environmental Matters

94

 

Section 9.10

Derivatives Contracts

95

 

Section 9.11

Non-Guarantors

95

 

Section 9.12

Use of Proceeds

95

Article X. Default

95

 

Section 10.1

Events of Default

95

 

Section 10.2

Remedies Upon Event of Default

98

 

Section 10.3

Remedies Upon Default

100

 

Section 10.4

Marshaling; Payments Set Aside

100

 

Section 10.5

Allocation of Proceeds

100

 

Section 10.6

Letter of Credit Collateral Account

101

 

Section 10.7

Rescission of Acceleration by Requisite Lenders

102

ii


 

Section 10.8

Performance by Administrative Agent

102

 

Section 10.9

Rights Cumulative

103

Article XI. The Administrative Agent

103

 

Section 11.1

Appointment and Authorization

103

 

Section 11.2

Wells Fargo as Lender

104

 

Section 11.3

Approvals of Lenders

105

 

Section 11.4

Notice of Events of Default

105

 

Section 11.5

Administrative Agent’s Reliance

105

 

Section 11.6

Indemnification of Administrative Agent

106

 

Section 11.7

Lender Credit Decision, Etc.

107

 

Section 11.8

Successor Administrative Agent

107

 

Section 11.9

Titled Agents

108

 

Section 11.10

Erroneous Payments

108

Article XII. Miscellaneous

110

 

Section 12.1

Notices

110

 

Section 12.2

Expenses

113

 

Section 12.3

Stamp, Intangible and Recording Taxes

114

 

Section 12.4

Setoff

114

 

Section 12.5

Litigation; Jurisdiction; Other Matters; Waivers

114

 

Section 12.6

Successors and Assigns

115

 

Section 12.7

Amendments and Waivers

120

 

Section 12.8

Nonliability of Administrative Agent and Lenders

121

 

Section 12.9

Confidentiality

121

 

Section 12.10

Indemnification

122

 

Section 12.11

Termination; Survival

124

 

Section 12.12

Severability of Provisions

125

 

Section 12.13

GOVERNING LAW

125

 

Section 12.14

Counterparts

125

 

Section 12.15

Obligations with Respect to Loan Parties

125

 

Section 12.16

Independence of Covenants

125

 

Section 12.17

Limitation of Liability

126

 

Section 12.18

Entire Agreement

126

 

Section 12.19

Construction

126

 

Section 12.20

Headings

126

 

Section 12.21

Effect of Amendment and Restatement; Reallocations

126

 

Section 12.22

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

127

 

Section 12.23

Acknowledgement Regarding any Supported QFCs

127

 

 

 

 

SCHEDULE I

Commitments

 

SCHEDULE 1.1.(A)

Existing Letters of Credit

 

SCHEDULE 1.1.(B)

List of Loan Parties

 

SCHEDULE 6.1.(b)

Ownership Structure

 

SCHEDULE 6.1.(h)

Litigation

 

 

 

 

EXHIBIT A

Form of Assignment and Assumption Agreement

 

EXHIBIT B

Form of Bid Rate Note

 

EXHIBIT C

Form of Designation Agreement

 

EXHIBIT D

Form of Guaranty

 

iii


EXHIBIT E

Form of Notice of Borrowing

 

EXHIBIT F

Form of Notice of Continuation

 

EXHIBIT G

Form of Notice of Conversion

 

EXHIBIT H

Form of Notice of Swingline Borrowing

 

EXHIBIT I

Form of Revolving Note

 

EXHIBIT K

Form of Swingline Note

 

EXHIBIT L

Form of Transfer Authorizer Designation Form

 

EXHIBIT M

Form of Bid Rate Quote Request

 

EXHIBIT N

Form of Bid Rate Quote Acceptance

 

EXHIBIT O

Forms of U.S. Tax Compliance Certificates

 

EXHIBIT P

Form of Compliance Certificate

 

iv


THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of February 9, 2021 by and among REGENCY CENTERS, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), REGENCY CENTERS CORPORATION, a corporation formed under the laws of the State of Florida (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), each of WELLS FARGO SECURITIES, LLC, PNC CAPITAL MARKETS LLC, U.S. BANK NATIONAL ASSOCIATION, TRUIST SECURITIES, INC. (f/k/a SunTrust Robinson Humphrey, Inc.) and REGIONS CAPITAL MARKETS, a division of Regions Bank, as Joint Lead Arrangers (the “Joint Lead Arranger”), WELLS FARGO SECURITIES, LLC and PNC CAPITAL MARKETS LLC as Joint Book Managers (the “Joint Book Managers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”), each of U.S. BANK NATIONAL ASSOCIATION, TRUIST BANK (successor by merger to SunTrust Bank), REGIONS BANK, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and MIZUHO BANK, LTD. as a Documentation Agent (each a “Documentation Agent”), and each of BMO HARRIS BANK N.A., BANK OF NEW YORK MELLON, BANK OF NOVA SCOTIA and TD BANK, N.A., as a Senior Managing Agent (each a “Senior Managing Agent”).

WHEREAS, the Borrower, the Parent, certain of the Lenders and other lenders party thereto (the “Existing Lenders”), the Administrative Agent and certain other parties have entered into that certain Fourth Amended and Restated Credit Agreement dated as of March 23, 2018 (as amended and as in effect immediately prior to the date hereof, the “Existing Credit Agreement”); and

 

WHEREAS, the Administrative Agent and the Lenders desire to amend and restate the Existing Credit Agreement, among other things, to make available to the Borrower a revolving credit facility in the initial amount of $1,250,000,000, with a $125,000,000 swingline subfacility and a $50,000,000 letter of credit subfacility, on the terms and conditions contained herein.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

 

ARTICLE I. DEFINITIONS

 

Section 1.1. Definitions.

 

In addition to terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:

 

“Absolute Rate” has the meaning given that term in Section 2.2.(c)(ii)(C).

 

“Absolute Rate Auction” means a solicitation of Bid Rate Quotes setting forth Absolute Rates pursuant to Section 2.2.

 

“Absolute Rate Loan” means a Bid Rate Loan, the interest rate on which is determined on the basis of an Absolute Rate pursuant to an Absolute Rate Auction.

 

“Accession Agreement” means an Accession Agreement substantially in the form of Annex I to the Guaranty.

 

“Additional Costs” has the meaning given that term in Section 4.1.(b).

 

1


“Adjusted Daily Simple SOFR” means, for any day (a “Simple SOFR Rate Day”), a rate per annum equal to the greater of (a) the sum of (i) SOFR for the day (such day, a “Simple SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (A) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple SOFR Rate Day or (B) if such Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided that if by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any Simple SOFR Determination Day, SOFR in respect of such Simple SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Adjusted Daily Simple SOFR has not occurred, then SOFR for such Simple SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided further that SOFR as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily Simple SOFR for no more than three (3) consecutive Simple SOFR Rate Days and (ii) the SOFR Adjustment and (b) the Floor. Any change in Adjusted Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

 

“Adjusted EBITDA” means, with respect to a Person for any given period, (a) EBITDA of such Person minus (b) Capital Reserves of all Properties of such Person.

 

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

 

“Administrative Agent” means Wells Fargo Bank, National Association as contractual representative for the Issuing Banks and the Lenders under this Agreement, or any successor Administrative Agent appointed pursuant to Section 11.8.

 

“Administrative Questionnaire” means the Administrative Questionnaire completed by each Lender and delivered to the Administrative Agent in a form supplied by the Administrative Agent to the Lenders from time to time.

 

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 

“Affected Lender” has the meaning given that term in Section 4.6.

 

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Parent or the Borrower.

 

“Agreement Date” means the date as of which this Agreement is dated.

 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.

 

2


“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of the PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959)

 

“Applicable Facility Fee” means the percentage set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with the definition thereof:

 

Level

Facility Fee

1

0.100%

2

0.100%

3

0.125%

4

0.150%

5

0.200%

6

0.250%

7

0.300%

 

Any change in the applicable Level at which the Applicable Margin is determined shall result in a corresponding and simultaneous change in the Applicable Facility Fee.

 

“Applicable Law” means all applicable provisions of international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

 

“Applicable Margin” means the percentage rate set forth in the table below corresponding to the level (each a “Level”) into which the Borrower’s Credit Rating then falls. As of the Effective Date, the Applicable Margin is determined based on Level 4. Any change in the Borrower’s Credit Rating which would cause it to move to a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative Agent of written notice delivered by the Borrower in accordance with Section 8.4.(m) that the Borrower’s Credit Rating has changed; provided, however, if the Borrower has not delivered the notice required by such Section but the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed, then the Administrative Agent may, in its sole discretion, adjust the Level effective as of the first day of the first calendar month following the date the Administrative Agent becomes aware that the Borrower’s Credit Rating has changed. During any period that the Borrower has received two Credit Ratings that are not equivalent, the Applicable Margin shall be determined based on the Level corresponding to the higher of such two Credit Ratings. During any period for which the Borrower has received a Credit Rating from only one Rating Agency, then the Applicable Margin shall be determined based on such Credit Rating. During any period that the Borrower has not received a Credit Rating from either Rating Agency, the Applicable Margin shall be determined based on Level 7; provided that if any Rating Agency shall cease to issue ratings of debt securities of REITs generally, the Administrative Agent and the Borrower shall negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of such substitute rating agency with that of the Rating Agency for which it is substituting) and (a) until such substitute rating agency or agencies are agreed upon, the Applicable Margin shall be determined based on the Credit Rating assigned by the other Rating Agency (or, if both Rating Agencies shall have so ceased to issue such ratings, the Applicable Margin shall be based on the Credit Rating from such Rating Agencies in effect immediately prior thereto) and (b) after such substitute rating agency or agencies are agreed upon, the Applicable Margin shall be

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determined on the basis of the Credit Rating assigned by the other Rating Agency and such substitute rating agency or the two substitute rating agencies, as the case may be.

 

Level

Borrower’s Credit Rating (S&P/Moody’s)

Applicable Margin for SOFR Loans

Applicable Margin for all Base Rate Loans

1

A+/A1 (or equivalent) or better

0.700%

0.000%

2

A/A2 (or equivalent)

0.775%

0.000%

3

A-/A3 (or equivalent)

0.825%

0.000%

4

BBB+/Baa1 (or equivalent)

0.875%

0.000%

5

BBB/Baa2 (or equivalent)

1.000%

0.000%

6

BBB-/Baa3 (or equivalent)

1.200%

0.200%

7

Lower than BBB-/Baa3 (or equivalent)

1.550%

0.550%

 

Notwithstanding the foregoing, from and after the date that the Borrower provides to Administrative Agent, a notice (the “Sustainability Grid Notice”) (x) stating that its Sustainability Metric for its most recently ended fiscal year was less than or equal to the Sustainability Metric Target for such fiscal year, (y) together with the sustainability report that demonstrates that the Sustainability Metric for such fiscal year was less than or equal to the Sustainability Metric Target for such fiscal year and (z) requesting that the Applicable Margin be based on the following grid, the Applicable Margin shall be based on the following grid (the “Sustainability Metric Grid”) for the period commencing from the fifth Business Day following the date such Sustainability Grid Notice is delivered to Administrative Agent until the date that is 370 days from the date such Sustainability Grid Notice is delivered to the Administrative Agent, unless a Sustainability Grid Notice for the subsequent fiscal year is delivered to the Administrative Agent on or prior to such date, in which case the Sustainability Metric Grid shall remain in effect. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Sustainability Metric Grid shall not apply. The Administrative Agent may rely upon any Sustainability Grid Notice delivered by the Borrower without any responsibility to verify the accuracy of the Sustainability Metric or any components thereof.

 

Level

Borrower’s Credit Rating (S&P/Moody’s)

Applicable Margin for SOFR Loans

Applicable Margin for all Base Rate Loans

1

A+/A1 (or equivalent) or better

0.690%

0.000%

2

A/A2 (or equivalent)

0.765%

0.000%

3

A-/A3 (or equivalent)

0.815%

0.000%

4

BBB+/Baa1 (or equivalent)

0.865%

0.000%

5

BBB/Baa2 (or equivalent)

0.990%

0.000%

6

BBB-/Baa3 (or equivalent)

1.190%

0.190%

7

Lower than BBB-/Baa3 (or equivalent)

1.540%

0.540%

 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of any entity that administers or manages a Lender.

 

“Assignment and Assumption” means an Assignment and Assumption Agreement among a Lender, an Eligible Assignee and the Administrative Agent, substantially in the form of Exhibit A.

 

 

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“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 4.2.(b)(iv).

 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

 

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

 

“Bankruptcy Code” means the Bankruptcy Code of 1978, as amended.

 

“Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Adjusted Daily Simple SOFR in effect on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Daily Simple SOFR, as applicable (provided that clause (c) shall not be applicable during any period in which Adjusted Daily Simple SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Base Rate be less than 1.00%.

 

“Base Rate Loan” means a Revolving Loan (or any portion thereof) bearing interest at a rate based on the Base Rate.

 

“Benchmark” means, initially, Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable; provided that if a Benchmark Transition Event has occurred with respect to Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, or the applicable then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 4.2.(b)(i).

 

“Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to such then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents

 

“Benchmark Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor (if

5


applicable), the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

 

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to any then-current Benchmark:

 

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors (if applicable) of such Benchmark (or such component thereof); or

 

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor (if applicable) of such Benchmark (or such component thereof) continues to be provided on such date.

 

For the avoidance of doubt, if the applicable then-current Benchmark has any Available Tenors, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

 

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

 

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors (if applicable) of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor (if applicable) of such Benchmark (or such component thereof);

 

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors (if applicable) of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such

6


statement or publication, there is no successor administrator that will continue to provide any Available Tenor (if applicable) of such Benchmark (or such component thereof); or

 

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof)announcing that all Available Tenors (if applicable) of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

 

For the avoidance of doubt, if the applicable then-current Benchmark has any Available Tenors, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

 

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

 

“Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.2.(b) and (y) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 4.2.(b).

 

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

 

“Beneficial Ownership Regulation” means 31 CFR § 1010.230.

 

“Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

 

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

 

“Bid Rate Borrowing” has the meaning given that term in Section 2.2.(b).

 

“Bid Rate Loan” means a loan made by a Lender under Section 2.2.(f).

 

“Bid Rate Note” means a promissory note of the Borrower substantially in the form of Exhibit B, payable to the order of a Lender as originally in effect and otherwise duly completed.

 

“Bid Rate Quote” means an offer in accordance with Section 2.2.(c) by a Lender to make a Bid Rate Loan with one single specified interest rate.

 

“Bid Rate Quote Request” has the meaning given that term in Section 2.2.(b).

 

7


“Borrower” has the meaning set forth in the introductory paragraph hereof and shall include the Borrower’s successors and permitted assigns.

 

“Borrower Information” has the meaning given that term in Section 2.5.(c).

 

“Business Day” means any day that (a) is not a Saturday, Sunday or other day on which the Federal Reserve Bank of New York is closed and (b) is not a day on which commercial banks in Charlotte, North Carolina are closed. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

 

“Capital Reserves” mean, for any period and with respect to a Property, an amount equal to (i) the aggregate square footage of all completed space of such Property times (ii) $0.15 per annum (pro rated for any partial period); provided, however, that no capital reserves shall be required with respect to any portion of such Property which is leased under a ground lease to a third party that owns the improvements on such ground leased portion of the Property. If the term Capital Reserves is used without reference to any specific Property, then the amount shall be determined on an aggregate basis with respect to all Properties of the Borrower and its Subsidiaries and the applicable Ownership Share of all Properties of all Unconsolidated Affiliates.

 

“Capitalization Rate” means 6.25%.

 

“Capitalized Third Party Net Income” means, with respect to a Person at a given time, (a) Third Party Net Income for the four fiscal quarters of such Person most recently ended divided by (b) the Capitalization Rate.

 

“Capitalized Lease Obligations” means obligations under a lease (to pay rent or other amounts under any lease or other arrangement conveying the right to use) that are required to be capitalized for financial reporting purposes in accordance with GAAP. Subject to Section 1.2., the amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable date.

 

“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Banks or the Lenders, as collateral for Letter of Credit Liabilities or obligations of Lenders to fund participations in respect of Letter of Credit Liabilities, cash or deposit account balances or, if the Administrative Agent and the Issuing Banks shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Banks. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support but, as it relates to any pledge or deposit made by the Borrower, shall not include any deposit account (or other assets) held in the name of the Borrower not specifically designated by the Borrower as “Cash Collateral”.

 

“Cash Equivalents” means: (a) securities issued, guaranteed or insured by the United States of America or any of its agencies with maturities of not more than one year from the date acquired; (b) certificates of deposit with maturities of not more than one year from the date acquired issued by a United States federal or state chartered commercial bank of recognized standing, or a commercial bank organized under the laws of any other country which is a member of the Organisation for Economic Cooperation and Development, or a political subdivision of any such country, acting through a branch or agency, which bank has capital and unimpaired surplus in excess of $500,000,000 and which bank or its holding company has a short term commercial paper rating of at least A 2 or the equivalent by S&P or at least P 2 or the equivalent by Moody’s; (c) reverse repurchase agreements with terms of not more than seven days from the date acquired, for securities of the type described in clause (a) above and entered into only with commercial

8


banks having the qualifications described in clause (b) above; (d) commercial paper issued by any Person incorporated under the laws of the United States of America or any State thereof and rated at least A 2 or the equivalent thereof by S&P or at least P 2 or the equivalent thereof by Moody’s, in each case with maturities of not more than one year from the date acquired; and (e) investments in money market funds registered under the Investment Company Act of 1940, as amended, which have net assets of at least $500,000,000 and at least 85% of whose assets consist of securities and other obligations of the type described in clauses (a) through (d) above.

 

“CO2e” has the meaning given that term in the definition of Sustainability Metric.

 

“Commitment” means, as to each Lender, such Lender’s obligation to make Revolving Loans pursuant to Section 2.1., to issue (in the case of an Issuing Bank) and to participate (in the case of the other Lenders) in Letters of Credit pursuant to Section 2.3.(i), and, in the case of the Lenders other than a Swingline Lender in its capacity as such, to participate in Swingline Loans pursuant to Section 2.4.(e), in an amount up to, but not exceeding the amount set forth for such Lender on Schedule I as such Lender’s “Commitment Amount” or as set forth in any applicable Assignment and Assumption, or agreement executed by a Lender becoming a party hereto in accordance with Section 2.16., as the same may be reduced from time to time pursuant to Section 2.12. or increased or reduced as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 12.6. or increased as appropriate to reflect any increase effected in accordance with Section 2.16.

 

“Commitment Percentage” means, as to each Lender with a Commitment, the ratio, expressed as a percentage, of (a) the amount of such Lender’s Commitment to (b) the aggregate amount of the Commitments of all Lenders; provided, however, that if at the time of determination the Commitments have been terminated or been reduced to zero, the “Commitment Percentage” of each Lender with a Commitment shall be the “Commitment Percentage” of such Lender in effect immediately prior to such termination or reduction.

 

“Compliance Certificate” has the meaning given that term in Section 8.3.

 

“Conforming Changes” means, with respect to either the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 4.4. and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

 

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

 

9


“Consolidated Subsidiary” means, with respect to a Person at any date, any Subsidiary or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements in accordance with GAAP, if such statements were prepared as of such date.

 

“Continue”, “Continuation” and “Continued” each refers to the continuation of a SOFR Loan from one Interest Period to another Interest Period pursuant to Section 2.9.

 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

 

“Control Approach” has the meaning described in the GHG Protocol Corporate Reporting and Accounting Standard.

 

“Convert”, “Conversion” and “Converted” each refers to the conversion of a Loan of one Type into a Loan of another Type pursuant to Section 2.10.

 

“Core Operating Earnings” means Funds From Operations excluding (i) transaction-related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from above and below market rent amortization, straight-line rents, and amortization of mark-to-market of debt adjustments, and (iv) other amounts as they occur.

 

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

 

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

 

“Credit Event” means any of the following: (a) the making (or deemed making) of any Loan, (b) the Conversion of a Base Rate Loan into a SOFR Loan, (c) the Continuation of a SOFR Loan and (d) the issuance of a Letter of Credit.

 

“Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in Letter of Credit Liabilities and Swingline Loans at such time.

 

“Credit Rating” means the rating assigned by a Rating Agency to the senior unsecured long term Indebtedness of a Person.

 

“Daily Simple SOFR Loan” means any Revolving Loan bearing interest at a rate based on Adjusted Daily Simple SOFR (other than pursuant to clause (c) of the definition of “Base Rate”), as provided in Section 2.1.(a).

 

“Default” means any of the events specified in Section 10.1., whether or not there has been satisfied any requirement for the giving of notice, the lapse of time, or both.

 

“Defaulting Lender” means, subject to Section 3.9.(f), any Lender that (a) has failed to (i) fund all or any portion of its Loans within 2 Business Days of the date such Loans were required to be funded

10


hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within 2 Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any Issuing Bank or any Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(f)) upon delivery of written notice of such determination to the Borrower, each Issuing Bank, each Swingline Lender and each Lender.

 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

“Derivatives Contract” means (a) any transaction (including any master agreement, confirmation or other agreement with respect to any such transaction) now existing or hereafter entered into by the Borrower or any of its Subsidiaries (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, and (b) any combination of these

11


transactions. For the avoidance of doubt, a forward equity sale with settlement to occur at a predetermined date and price shall not be deemed to constitute a Derivatives Contract for purposes hereof.

 

“Derivatives Support Document” means (i) any Credit Support Annex comprising part of (and as defined in) any Specified Derivatives Contract, and (ii) any document or agreement, other than a Security Document, pursuant to which cash, deposit accounts, securities accounts or similar financial asset collateral are pledged to or made available for set-off by, a Specified Derivatives Provider, including any banker’s lien or similar right, securing or supporting Specified Derivatives Obligation.

 

“Derivatives Termination Value” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives Contracts have been terminated or closed out, the termination amount or value determined in accordance therewith, and (b) for any date prior to the date such Derivatives Contracts have been terminated or closed out, the then-current mark-to-market value for such Derivatives Contracts, determined based upon one or more mid-market quotations or estimates provided by any recognized dealer in Derivatives Contracts (which may include the Administrative Agent, any Lender, any Specified Derivatives Provider or any Affiliate of any of them).

 

“Designated Lender” means a special purpose corporation which is an Affiliate of, or sponsored by, a Lender, that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and that issues (or the parent of which issues) commercial paper rated at least P-1 (or the then equivalent grade) by Moody’s or A-1 (or the then equivalent grade) by S&P that, in either case, (a) is organized under the laws of the United States of America or any state thereof, (b) shall have become a party to this Agreement pursuant to Section 12.6.(h) and (c) is not otherwise a Lender.

 

“Designating Lender” has the meaning given that term in Section 12.6.(h).

 

“Designation Agreement” means a Designation Agreement between a Lender and a Designated Lender and accepted by the Administrative Agent, substantially in the form of Exhibit C or such other form as may be agreed to by such Lender, such Designated Lender and the Administrative Agent.

 

“Development Property” means a Property currently under development that has not achieved an Occupancy Rate of 80.0% or more or, subject to the last sentence of this definition, on which the improvements (other than tenant improvements on unoccupied space) related to the development have not been completed. The term “Development Property” shall, without limitation, (a) include real property of the type described in the immediately preceding sentence that satisfies both of the following conditions: (i) it is to be (but has not yet been) acquired by the Borrower, any Subsidiary or any Unconsolidated Affiliate upon completion of construction pursuant to a contract in which the seller of such real property is required to develop or renovate prior to, and as a condition precedent to, such acquisition and (ii) a third party is developing such property using the proceeds of a loan that is (x) made by the Borrower, any Subsidiary or any Unconsolidated Affiliate to such third party developer or (y) Guaranteed by, or is otherwise recourse to, the Borrower, any Subsidiary or any Unconsolidated Affiliate but (b) exclude any Property undergoing ordinary course capital improvements or renovations. A Development Property on which all improvements (other than tenant improvements on unoccupied space) related to the development of such Property have been completed for at least 12 months shall cease to constitute a Development Property notwithstanding the fact that such Property has not achieved an Occupancy Rate of at least 80.0%.

 

“Disbursement Instruction Agreement” means an agreement substantially in the form of Exhibit K to be executed and delivered by the Borrower, as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

 

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“Dollars” or “$” means the lawful currency of the United States of America.

 

“EBITDA” means, with respect to a Person for any period and without duplication, the sum of: (a) net income (or loss) of such Person for such period determined on a consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such net income (or loss) for such period): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) extraordinary or non-recurring gains, losses and reserves; (v) gains and losses associated with the sale of Properties; plus (b) such Person’s Ownership Share of EBITDA (as determined in a manner consistent with the foregoing clause (a)) of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove all impact of straight lining of rents required under GAAP and amortization of intangibles pursuant to FASB ASC 805.

 

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 

“Effective Date” means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 5.1. shall have been fulfilled or waived by all of the Lenders.

 

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Parent, any of the Parent’s Affiliates or Subsidiaries or any Defaulting Lender.

 

“Eligible Property” means a Property which satisfies all of the following requirements: (a) such Property is fully developed as a retail Property and uses incidental thereto; (b) the Property is 100% owned, or leased under a Ground Lease, by the Borrower, a Wholly Owned Subsidiary of the Borrower and/or a Qualified Venture, or is owned under a nominee arrangement by the Borrower, a Wholly Owned Subsidiary of the Borrower, a Qualified Venture or a trust controlled by the Borrower, a Wholly Owned Subsidiary of the Borrower or a Qualified Venture (so long as the sole beneficiary of such trust is the Borrower, a Wholly Owned Subsidiary of the Borrower or a Qualified Venture); (c) neither such Property, nor any interest of the Borrower, any Subsidiary or Qualified Venture therein, is subject to any Lien (other than certain Permitted Liens) or a Negative Pledge; (d) if such Property is owned or leased by a Subsidiary or a Qualified Venture (i) none of the Borrower’s direct or indirect ownership interest in such Subsidiary or Qualified Venture is subject to any Lien (other than certain Permitted Liens) or to a Negative Pledge; and (ii) the Borrower directly, or indirectly through a Subsidiary, has the right to take the following actions without the need to obtain the consent of any Person: (x) to sell, transfer or otherwise dispose of such Property and (y) to create a Lien on such Property as security for Indebtedness of the Borrower or such Subsidiary, as applicable; and (e) such Property is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are not material to the profitable operation of such Property.

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“Environmental Laws” means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal or clean up of Hazardous Materials including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental Protection Agency, any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or Hazardous Materials, and any analogous or comparable state or local laws, regulations or ordinances that concern Hazardous Materials or protection of the environment.

 

“Equity Interest” means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person (whether or not certificated), any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

 

“Equity Issuance” means any issuance or sale by a Person of any Equity Interest in such Person and shall in any event include the issuance of any Equity Interest upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests.

 

“ERISA” means the Employee Retirement Income Security Act of 1974, as in effect from time to time.

 

“ERISA Event” means, with respect to the ERISA Group, (a) any “reportable event” as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of a member of the ERISA Group from a Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence by a member of the ERISA Group of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan; (d) the incurrence by any member of the ERISA Group of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the institution of proceedings to terminate a Plan or Multiemployer Plan by the PBGC; (f) the failure by any member of the ERISA Group to make when due required contributions to a Multiemployer Plan or Plan unless such failure is cured within 30 days or the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard; (g) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or the imposition of liability under Section 4069 or 4212(c) of ERISA; (h) the receipt by any member of the ERISA Group of any notice or the receipt by any Multiemployer Plan from any member of the ERISA Group of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA), in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA); (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of

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ERISA, upon any member of the ERISA Group or the imposition of any Lien in favor of the PBGC under Title IV of ERISA; or (j) a determination that a Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA).

 

“ERISA Group” means the Parent, the Borrower, any other Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control, which, together with the Parent, the Borrower or any other Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

 

“Erroneous Payment” has the meaning assigned thereto in Section 11.10.(a).

 

“Erroneous Payment Deficiency Assignment” has the meaning assigned thereto in Section 11.10.(d).

 

“Erroneous Payment Impacted Class” has the meaning assigned thereto in Section 11.10.(d).

 

“Erroneous Payment Return Deficiency” has the meaning assigned thereto in Section 11.10.(d).

 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

 

“Event of Default” means any of the events specified in Section 10.1., provided that any requirement for notice or lapse of time or any other condition has been satisfied.

 

“Excluded Subsidiary” means any Subsidiary (a) holding title to assets which are or are to become collateral for any Secured Indebtedness of such Subsidiary and (b) which is prohibited from Guarantying the Indebtedness of any other Person pursuant to (i) any document, instrument or agreement evidencing such Secured Indebtedness or (ii) a provision of such Subsidiary’s organizational documents which provision was included in such Subsidiary’s organizational documents as a condition to the extension of such Secured Indebtedness.

 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 4.6.) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.10., amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.10.(g), and (d) any U.S. federal withholding Taxes imposed under FATCA.

 

“Existing Credit Agreement” has the meaning set forth in the first recital hereof.

 

“Existing Lender” has the meaning set forth in the first recital hereof.

 

“Existing Letters of Credit” means the letters of credit described on Schedule 1.1.(A).

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“Extended Letter of Credit” has the meaning given that term in Section 2.3.(b).

 

“Fair Market Value” means (a) with respect to a security listed on a national securities exchange or the NASDAQ National Market, the price of such security as reported on such exchange or market by any widely recognized reporting method customarily relied upon by financial institutions and (b) with respect to any other property, the price which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction. Except as otherwise provided herein, Fair Market Value shall be determined by the Board of Directors of the Borrower (or an authorized committee thereof) acting in good faith conclusively evidenced by a board resolution thereof delivered to the Administrative Agent or, with respect to any asset valued at no more than $1,000,000, such determination may be made by the chief financial officer of the Borrower evidenced by an officer’s certificate delivered to the Administrative Agent.

 

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

 

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

 

“Fee Letter” means, collectively, those certain fee letters by and between the Borrower and the Joint Lead Arrangers.

 

“Fees” means the fees and commissions provided for or referred to in Section 3.5. and any other fees payable by the Borrower hereunder, under any other Loan Document or under the Fee Letter.

 

“First Amendment Effective Date” means January 12, 2023.

 

“Fixed Charges” means, for any period with respect to the Parent and its Consolidated Subsidiaries determined on a consolidated basis, the sum of (a) Interest Expense, (b) the aggregate of all regularly scheduled principal payments made with respect to Indebtedness of the Parent and its Consolidated Subsidiaries (including the Ownership Share of such payments made by an Unconsolidated Affiliate of the Parent) during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full, and (c) all Preferred Dividends paid by the Parent and its Consolidated Subsidiaries (including the Ownership Share of such dividends paid or accrued by any Unconsolidated Affiliate of the Parent) during such period (other than Preferred Dividends received and retained by the Parent, the Borrower or any of their respective Subsidiaries). Notwithstanding the foregoing, whether or not otherwise included as a result of clause (a) or (b) above, capitalized interest and non-cash amortization of (i) debt issuance costs, (ii) previously settled income or expense relating to Derivatives Contracts and (iii) market to market debt premiums, discount income or expense, shall not be included as Fixed Charges.

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“Floor” means a rate of interest equal to 0.00%.

 

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

 

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Banks, such Defaulting Lender’s Commitment Percentage of the outstanding Letter of Credit Liabilities other than Letter of Credit Liabilities as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lenders, such Defaulting Lender’s Commitment Percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

 

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

 

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

 

“Funds From Operations” means, net income available to common stockholders (computed in accordance with GAAP), plus depreciation and amortization, but excluding gains or losses on the sale and impairments of investment properties and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. Funds From Operations shall be calculated consistent with the National Association of Real Estate Investments Trusts, Inc. (“NAREIT”) as of the Agreement Date, but without giving effect to any supplements, amendments or other modifications promulgated after the Agreement Date.

 

“GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (including Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification”) or in such other statements by such other entity as may be approved by a significant segment of the accounting profession in the United States of America, which are applicable to the circumstances as of the date of determination.

 

“GHG Emissions” has the meaning given that term in the definition of Sustainability Metric.

 

“GHG Protocol Corporate Reporting and Accounting Standard” means a corporate accounting and reporting standard for greenhouse gas emissions published by World Business Council for Sustainable Development and the World Resources Institute, as amended from time to time.

 

“Governmental Approvals” means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

 

“Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi governmental, judicial, administrative, public or statutory instrumentality, authority, body, agency, bureau, commission, board,

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department or other entity (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

 

“Ground Lease” means a ground lease containing the following terms and conditions: (a) a remaining term (taking into account any unexercised extensions which at the time of the determination are exercisable by the lessee without the consent of the lessor) of 30 years or more from the Agreement Date; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

 

“Guarantor” means any Person that is party to the Guaranty as a “Guarantor”.

 

“Guaranty”, “Guaranteed” or to “Guarantee” as applied to any obligation means and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance (or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment of amounts drawn down by beneficiaries of letters of credit (including Letters of Credit), or (v) the supplying of funds to or investing in a Person on account of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such Person against any part or all of such obligation. As the context requires, “Guaranty” shall also mean the guaranty executed and delivered pursuant to Section 5.1. or 7.13. and substantially in the form of Exhibit D.

 

“Hazardous Materials” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic substances” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP” toxicity, or “EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (c) any flammable substances or explosives or any radioactive materials; (d) asbestos in any form; (e) toxic mold; and (f) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million.

 

“Indebtedness” means, with respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed; (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid

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or that are issued or assumed as full or partial payment for property or services rendered; (c) Capitalized Lease Obligations of such Person (including ground leases to the extent required under GAAP to be reported as a liability); (d) all reimbursement obligations of such Person under or in respect of any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)); (h) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (i) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, voluntary bankruptcy, collusive involuntary bankruptcy, environmental indemnities and other similar exceptions to nonrecourse liability); (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent of such Person’s Ownership Share of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the greater of such Person’s Ownership Share of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included as Indebtedness of such Person). All Loans and Letter of Credit Liabilities shall constitute Indebtedness of the Borrower.

 

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in the immediately preceding clause (a), Other Taxes; provided, however, that for the avoidance of doubt, the indemnity provisions of Section 12.10. in favor of the Indemnified Parties described therein shall not extend to or be duplicative of any Indemnified Taxes for which the Loan Parties are required to indemnify the Administrative Agent, the Lenders and the Issuing Banks under Section 3.10.(a) (other than with respect to Taxes that represent losses, claims, damages, etc., arising from non-Tax claims).

 

“Intellectual Property” has the meaning given that term in Section 6.1.(r).

 

“Interest Expense” means, for any period, without duplication, (a) total interest expense of the Parent and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP for such period, including capitalized interest not funded under a construction loan interest reserve account, determined on a consolidated basis in accordance with GAAP for such period, plus (b) the Parent’s Ownership Share of total interest expense of Unconsolidated Affiliates for such period, including capitalized interest not funded under a construction loan interest reserve account.

 

“Interest Period” means, as to any Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or Converted to or Continued as a Term SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing, Notice of Conversion or Notice of Continuation and subject to availability; provided that:

 

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(a) the Interest Period shall commence on the date of advance of or Conversion to any Term SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

 

(b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

 

(c) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period;

 

(d) no Interest Period shall extend beyond the Termination Date; and

 

(e) no tenor that has been removed from this definition pursuant to Section 4.2.(b)(iv) shall be available for specification in any Notice of Borrowing, Notice of Conversion or Notice of Continuation.

 

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

 

“Investment” means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, by means of any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person. Any binding commitment to make an Investment in any other Person, as well as any option of another Person to require an Investment in such Person, shall constitute an Investment. Except as expressly provided otherwise, for purposes of determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

 

Investment Grade Rating” means a Credit Rating of BBB- (or equivalent) or higher from S&P and Baa3 (or equivalent) or higher from Moody’s.

 

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

 

“Issuing Banks” means each of Wells Fargo, PNC Bank, National Association, Regions Bank, Truist Bank and U.S. Bank National Association in its capacity as an issuer of Letters of Credit pursuant to Section 2.3. and shall be interpreted throughout this Agreement as either one particular Issuing Bank or two or more Issuing Banks, as the context may require.

 

“L/C Commitment Amount” has the meaning given to that term in Section 2.3.(a).

 

“L/C Disbursement” has the meaning given to that term in Section 3.9.(b).

 

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“Lender” means each financial institution from time to time party hereto as a “Lender” or a “Designated Lender,” together with its respective successors and permitted assigns, and, as the context requires, includes the Swingline Lenders; provided, however, that the term “Lender” (i) shall exclude each Designated Lender when used in reference to any Loan other than a Bid Rate Loan, the Commitments or terms relating to any Loan other than a Bid Rate Loan and shall further exclude each Designated Lender for all other purposes under the Loan Documents except that any Designated Lender which funds a Bid Rate Loan shall, subject to Section 12.6.(d), have only the rights (including the rights given to a Lender contained in Sections 12.2. and 12.10.) and obligations of a Lender associated with holding such Bid Rate Loan and (ii) except as otherwise expressly provided herein, shall exclude any Lender (or its Affiliates) in its capacity as a Specified Derivatives Provider.

 

“Lending Office” means, for each Lender and for each Type of Loan, the office of such Lender specified in such Lender’s Administrative Questionnaire or in the applicable Assignment and Assumption, or such other office of such Lender as such Lender may notify the Administrative Agent in writing from time to time.

 

“Letter of Credit” has the meaning given that term in Section 2.3.(a).

 

“Letter of Credit Collateral Account” means a special deposit account maintained by the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Banks and the Lenders, and under its sole dominion and control.

 

“Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any application therefor, any certificate or other document presented in connection with a drawing under such Letter of Credit and any other agreement, instrument or other document governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations.

 

“Letter of Credit Liabilities” means, without duplication, at any time and in respect of any Letter of Credit, the sum of (a) the Stated Amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations of the Borrower at such time due and payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, a Lender (other than the Lender then acting as Issuing Bank with respect to such related Letter of Credit) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest under Section 2.3. in the related Letter of Credit, and the Lender then acting as Issuing Bank with respect to such related Letter of Credit shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to the acquisition by the Lenders (other than the Lender then acting as Issuing Bank with respect to such related Letter of Credit) of their participation interests under such Section.

 

“Level” has the meaning given that term in the definition of the term “Applicable Margin.”

 

“Lien” as applied to the property of any Person means: (a) any security interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases and rents, pledge, lien, hypothecation, assignment, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or implied, under which any property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; and (c) the filing of any financing statement under the UCC or its equivalent in any jurisdiction, other than any precautionary filing not otherwise constituting or giving rise to a Lien, including a financing statement filed (i) in respect of a lease not

21


constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a successor provision) of the UCC or its equivalent as in effect in an applicable jurisdiction or (ii) in connection with a sale or other disposition of accounts or other assets not prohibited by this Agreement in a transaction not otherwise constituting or giving rise to a Lien.

 

“Loan” means a Revolving Loan, a Bid Rate Loan or a Swingline Loan.

 

“Loan Document” means this Agreement, each Note, the Guaranty, each Letter of Credit Document, Sustainability Grid Notice and each other document or instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement (other than the Fee Letter and any Specified Derivatives Contract).

 

“Loan Party” means each of the Borrower and each other Person who guarantees all or a portion of the Obligations. Schedule 1.1.(B) sets forth the Loan Parties in addition to the Borrower as of the Agreement Date.

 

“Mandatorily Redeemable Stock” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests at the option of the issuer of such Equity Interest), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange for common stock or other equivalent common Equity Interests), in each case on or prior to the date on which all Loans are scheduled to be due and payable in full.

 

“Material Acquisition” means, with respect to any fiscal quarter, one or more related acquisitions (whether by direct purchase, merger or otherwise and whether in one or more related transactions) by the Parent, the Borrower or any Subsidiary in which the purchase price of the assets acquired exceed 10.0% of the consolidated total assets of the Parent, the Borrower and its other Subsidiaries determined under GAAP as of the last day of the most recently ending fiscal quarter of the Parent for which financial statements are publicly available.

 

“Material Adverse Effect” means a materially adverse effect on (a) the business, assets, liabilities, financial condition, or operations of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower and the other Loan Parties, taken as a whole, to perform their obligations under the Loan Documents, (c) the validity or enforceability of any of the Loan Documents, (d) the rights and remedies of the Lenders, the Issuing Banks and the Administrative Agent under any of the Loan Documents or (e) the timely payment of the principal of or interest on the Loans or other amounts payable in connection therewith or the timely payment of all Reimbursement Obligations.

 

“Material Contract” means any contract or other arrangement (other than Loan Documents, the Fee Letter and Specified Derivatives Contracts), whether written or oral, to which the Borrower, any Subsidiary or any other Loan Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

 

“Material Indebtedness” means any Recourse Indebtedness (other than the Loans and Reimbursement Obligations) having an aggregate outstanding principal amount, individually or in the aggregate with all other Indebtedness for which there has been a failure to pay when due and payable, an acceleration of the maturity, or an event that would permit any holder or holders of such Indebtedness to

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accelerate the maturity of such Indebtedness, of $50,000,000 or more (or $50,000,000 or more, in the case of the Derivatives Termination Value (without regard to the effect of any close-out netting provision) of Derivatives Contracts).

 

“Material Subsidiary” means any Subsidiary to which more than 10.0% of Total Asset Value is attributable on an individual basis.

 

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

 

“Mortgage” means a mortgage, deed of trust, deed to secure debt or similar security instrument made by a Person owning an interest in real estate granting a Lien on such interest in real estate as security for the payment of Indebtedness.

 

“Mortgage Receivable” means a promissory note secured by a Mortgage of which the Parent, the Borrower or any other Subsidiary is the holder and retains the rights of collection of all payments thereunder.

 

“Multiemployer Plan” means at any time a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding six plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such six-year period.

 

“Negative Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person; provided, however, that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge.

 

“Net Operating Income” means, for any Property and for a given period, the sum of the following (without duplication and determined on a consistent basis with prior periods): (a) rents and other revenues received in the ordinary course from such Property (including proceeds of rent loss or business interruption insurance but excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent) minus (b) all expenses paid (excluding interest but including an appropriate accrual for property taxes and insurance) related to the ownership, operation or maintenance of such Property, including but not limited to property taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, legal and administrative expenses minus (c) the Capital Reserves for such Property as of the end of such period minus (d) the greater of (i) the actual property management fee paid during such period with respect to such Property and (ii) an imputed management fee in an amount equal to 3.0% of the gross revenues for such Property for such period.

 

“Net Proceeds” means with respect to an Equity Issuance by a Person, the aggregate amount of all cash and the Fair Market Value of all other property (other than securities of such Person being converted or exchanged in connection with such Equity Issuance) received by such Person in respect of such Equity Issuance net of investment banking fees, legal fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred by such Person in connection with such Equity Issuance.

 

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“Newly Stabilized Property” means a Property that as of such date is not a Development Property, but was a Development Property at some time during the most recently ended period of four full fiscal quarters.

 

“Non-Guarantor” means any RD Entity that is not a Guarantor.

 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

 

“Nonrecourse Indebtedness” means, with respect to a Person, (a) Indebtedness for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness or (b) if such Person is a Single Asset Entity, any Indebtedness for borrowed money of such Person.

 

“Note” means a Revolving Note, a Bid Rate Note or a Swingline Note.

 

“Notice of Borrowing” means a notice substantially in the form of Exhibit E (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.1.(b) evidencing the Borrower’s request for a borrowing of Revolving Loans.

 

“Notice of Continuation” means a notice substantially in the form of Exhibit F (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.9. evidencing the Borrower’s request for the Continuation of a SOFR Loan.

 

“Notice of Conversion” means a notice substantially in the form of Exhibit G (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.10. evidencing the Borrower’s request for the Conversion of a Loan from one Type to another Type.

 

“Notice of Swingline Borrowing” means a notice substantially in the form of Exhibit H (or such other form reasonably acceptable to the Administrative Agent and containing the information required in such Exhibit) to be delivered to the Administrative Agent and the Swingline Lender selected by the Borrower to make a Swingline Loan pursuant to Section 2.4.(b) evidencing the Borrower’s request for a Swingline Loan.

 

“Obligations” means, individually and collectively: (a) the aggregate principal balance of, and all accrued and unpaid interest on, all Loans; (b) all Reimbursement Obligations and all other Letter of Credit Liabilities; and (c) all other indebtedness, liabilities, obligations, covenants and duties of the Parent, the Borrower and the other Loan Parties owing to the Administrative Agent, any Issuing Bank or any Lender of every kind, nature and description, under or in respect of this Agreement or any of the other Loan Documents, including, without limitation, the Fees and indemnification obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory note. For the avoidance of doubt, “Obligations” shall not include Specified Derivatives Obligations.

 

“Occupancy Rate” means, with respect to a Property at any time, the ratio, expressed as a percentage, of (a) the number of square feet of such Property actually occupied by tenants that are not

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affiliated with the Parent, the Borrower or any Subsidiary and paying rent at rates not materially less than rates generally prevailing at the time the applicable lease was entered into, pursuant to binding leases to (b) the aggregate number of square feet of such Property.

 

“Off-Balance Sheet Obligations” means liabilities and obligations of the Parent or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Parent would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Parent’s report on Form 10 Q or Form 10 K (or their equivalents) which the Parent is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

 

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

 

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.6.).

 

“Ownership Share” means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greatest of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate, (b) subject to compliance with Section 8.4.(l), such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate, and (c) the portion (calculated as a percentage) of the total Indebtedness of such Subsidiary or Unconsolidated Affiliate Guaranteed by such Person, or which is recourse to such Person. If the Parent, the Borrower or any their Subsidiaries are acting as a general partner of any partnership, the Ownership Share of the Parent, the Borrower or any such Subsidiary of such partnership shall be equal to one-hundred percent (100.0%).

 

“Participant” has the meaning given that term in Section 12.6.(d).

 

“Participant Register” has the meaning given that term in Section 12.6.(d).

 

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

 

“Payment Recipient” has the meaning given that term in Section 11.10.

 

“PBGC” means the Pension Benefit Guaranty Corporation and any successor agency.

 

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“Permitted Liens” means, with respect to any asset or property of a Person, (a)(i) Liens securing taxes, assessments and other charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or (ii) the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which, in each case, are not at the time required to be paid or discharged under Section 7.6.; (b) Liens consisting of deposits or pledges made, in the ordinary course of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar Applicable Laws; (c) Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions of record on the use of real property, which do not materially detract from the value of such property or materially impair the intended use thereof in the business of such Person; (d) the rights of tenants under leases or subleases not interfering with the ordinary conduct of business of such Person; (e) Liens in favor of the Administrative Agent for its benefit and the benefit of the Lenders, the Issuing Banks and each Specified Derivatives Provider; and (f) Liens in favor of the Borrower or a Guarantor securing obligations owing by a Subsidiary to the Borrower or a Guarantor.

 

“Person” means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company, limited liability partnership, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any other nongovernmental entity, or any Governmental Authority.

 

“Plan” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (a) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the preceding six years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

 

“Post-Default Rate” means, in respect of any principal of any Loan or any Reimbursement Obligation, the rate otherwise applicable plus an additional two percent (2.0%) per annum and with respect to any other Obligation, a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin plus two percent (2.0%).

 

“Preferred Dividends” means, as to any Person, for any period and without duplication, all Restricted Payments paid during such period on Preferred Equity Interests issued by such Person. Preferred Dividends shall not include dividends or distributions (a) paid or payable solely in Equity Interests (other than Mandatorily Redeemable Stock) payable to holders of such class of Equity Interests; (b) paid or payable to such Person; or (c) constituting or resulting in the redemption of Preferred Equity Interests, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

 

“Preferred Equity Interests” means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

 

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

 

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“Principal Office” means the office of the Administrative Agent located at 600 South 4th Street, 9th Floor, Minneapolis, Minnesota 55415, or any other subsequent office that the Administrative Agent shall have specified as the Principal Office by written notice to the Borrower and the Lenders.

 

“Property” means any parcel (or group of related parcels) of real property that is owned or leased under a Ground Lease by the Borrower, any Subsidiary or any Unconsolidated Affiliate of the Borrower and located in a state of the United States of America or in the District of Columbia.

 

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

 

“Qualified Plan” means a Benefit Arrangement that is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code.

 

“Qualified Venture” means any Subsidiary of the Borrower (other than an Excluded Subsidiary) which satisfies all of the following requirements: (a) such Subsidiary is a limited liability company or limited partnership, (b) such Subsidiary is a Consolidated Subsidiary of the Borrower, (c) such Subsidiary was formed for the purpose of developing a Development Property, (d) the Borrower or a wholly owned Subsidiary of the Borrower is the managing member or the general partner of such Subsidiary with authority to manage and control the day to day business and affairs of the Subsidiary, and with the right without the need to obtain the consent of any other Person, including any minority member or partner of such Subsidiary, to create a Lien on such Subsidiary's Property as security for Indebtedness of such Subsidiary and to sell, transfer or otherwise dispose of such Property, (e) such Subsidiary has a minority member or partner which has agreed to assist in the development of the Property owned by such Subsidiary in the manner described in the organizational documents of such Subsidiary and which is entitled to participate in distributions by such Subsidiary of cash flow and/or sale or refinancing proceeds, subject to an agreed upon preferred return on capital contributed to such Subsidiary, and (f) the amount reasonably estimated by the Borrower to be payable to such minority member or partner on account of such participation (i) is included as Unsecured Indebtedness.

 

“Rating Agency” means S&P or Moody’s.

 

“RD Entity” means any Person (other than the Borrower) in which the Parent or the Borrower directly or indirectly owns an Equity Interest and who (i) owns an Eligible Property and (ii) has incurred, acquired or suffered to exist any Indebtedness other than Nonrecourse Indebtedness.

 

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

 

“Register” has the meaning given that term in Section 12.6.(c).

 

“Regulatory Change” means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of any interpretation, directive or request applying to a class of banks, including such Lender, of or under any Applicable Law (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof or compliance by any Lender with any request or directive regarding capital adequacy or liquidity. Notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,

27


the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued.

 

“Reimbursement Obligation” means the absolute, unconditional and irrevocable obligation of the Borrower to reimburse an Issuing Bank for any drawing honored by such Issuing Bank under a Letter of Credit.

 

“REIT” means a Person qualifying for treatment as a “real estate investment trust” under the Internal Revenue Code.

 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

 

“Relevant Governmental Body” means the FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto.

 

“Representation and Warranty Date” means: (a) the date of making any Loan, (b) the date of issuance, renewal, extension or amendment of any Letter of Credit, (c) in connection with any extension of the Termination Date pursuant to Section 2.13 hereof, each applicable extension date, (d) in connection with any increase of the Commitments pursuant to Section 2.16 hereof, each applicable increase date and (e) in connection with the release of any Guarantor pursuant to Section 7.13(b), each applicable release date.

 

“Requisite Lenders” means, as of any date, (a) Lenders having at least 51.0% of the aggregate amount of the Commitments of all Lenders, or (b) if the Commitments have been terminated or reduced to zero, Lenders holding at least 51.0% of the principal amount of the aggregate outstanding Loans and Letter of Credit Liabilities; provided that (i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and (ii) at all times when two or more Lenders (excluding Defaulting Lenders) are party to this Agreement, the term “Requisite Lenders” shall in no event mean less than two Lenders. For purposes of this definition, a Lender shall be deemed to hold a Swingline Loan or a Letter of Credit Liability to the extent such Lender has acquired a participation therein under the terms of this Agreement and has not failed to perform its obligations in respect of such participation.

 

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

 

“Responsible Officer” means with respect to the Parent, the Borrower or any Subsidiary, each of the chief executive officer, the chief financial officer, the senior vice president–finance, and any treasurer of the Parent, the Borrower or such Subsidiary.

 

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of any of the foregoing now or hereafter outstanding, except a dividend payable solely in Equity Interests of identical class to the holders of that class; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of any of the foregoing now or hereafter outstanding, except in the case of the Parent, for the conversion or exchange of partnership units in the Borrower solely for shares of Equity Interests in the Parent; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options

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or other rights to acquire any Equity Interests of Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of any of the foregoing now or hereafter outstanding.

 

“Revolving Loan” means a loan made by a Lender to the Borrower pursuant to Section 2.1.(a).

 

“Revolving Note” means a promissory note of the Borrower substantially in the form of Exhibit I, payable to the order of a Lender in a principal amount equal to the amount of such Lender’s Commitment.

 

“Sanctioned Country” means at any time, a country, region or territory which is itself (or whose government is) the subject or target of any Sanctions (including, as of the First Amendment Effective Date, Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine and the so-called Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine).

 

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, any European member state, Her Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by, or acting or purporting to act for or on behalf of, directly or indirectly, any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Person(s) or (d) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.

 

“Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European member state, Her Majesty’s Treasury, or other relevant sanctions authority in any jurisdiction in which (a) the Parent, the Borrower or any of its Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of any Loan or any Letter of Credit will be used, or (c) from which repayment of the Obligations will be derived.

 

“Secured Indebtedness” means, with respect to a Person as of a given date, the aggregate principal amount of all Indebtedness of such Person outstanding on such date that is secured in any manner by any Lien on any property and, in the case of the Parent, shall include (without duplication) the Parent’s Ownership Share of the Secured Indebtedness of any of its Unconsolidated Affiliates. Indebtedness of a Subsidiary which is secured solely by a pledge of Equity Interests of such Subsidiary and which also is recourse to the Borrower or a Guarantor shall not be treated as Secured Indebtedness.

 

“Securities Act” means the Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.

 

“Single Asset Entity” means a Person (other than an individual) that (a) only owns a single Property; (b) is engaged only in the business of owning, developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property. In addition, if the assets of a Person consist solely of (i) Equity Interests in one or more Single Asset Entities that directly or indirectly own such single Property and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entity, such Person shall also be deemed to be a Single Asset Entity for purposes of this Agreement.

 

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“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

 

“SOFR Adjustment” means a percentage equal to 0.10% per annum.

 

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

 

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

 

“SOFR Auction” means a solicitation of Bid Rate Quotes setting forth SOFR Margin Loans based on Adjusted Term SOFR pursuant to Section 2.2.

 

“SOFR Loan” means any Daily Simple SOFR Loan or Term SOFR Loan.

 

“SOFR Margin” has the meaning given that term in Section 2.2.(c)(ii)(D).

 

“SOFR Margin Loan” means a Bid Rate Loan the interest rate on which is determined on the basis of Adjusted Term SOFR pursuant to a SOFR Auction.

 

“Solvent” means, when used with respect to any Person, that as of any date of determination (a) the fair value and the fair salable value of its assets (excluding any Indebtedness due from any Affiliate of such Person) as of such date are each in excess of the fair valuation of its total liabilities (including all contingent liabilities computed at the amount which, in light of all facts and circumstances existing at such time, represents the amount that could reasonably be expected to become an actual and matured liability); (b) such Person is able to pay its debts or other obligations in the ordinary course as they mature; and (c) such Person has capital not unreasonably small to carry on its business and all business in which it proposes to be engaged.

 

“Specified Derivatives Contract” means any Derivatives Contract, together with any Derivatives Support Document relating thereto, that is made or entered into at any time, or in effect at any time now or hereafter, whether as a result of an assignment or transfer or otherwise, between the Borrower or any Subsidiary of the Borrower and any Specified Derivatives Provider.

 

“Specified Derivatives Obligations” means all indebtedness, liabilities, obligations, covenants and duties of the Borrower or its Subsidiaries under or in respect of any Specified Derivatives Contract, whether direct or indirect, absolute or contingent, due or not due, liquidated or unliquidated, and whether or not evidenced by any written confirmation.

 

“Specified Derivatives Provider” means any Lender, or any Affiliate of a Lender that is a party to a Derivatives Contract at the time the Derivatives Contract is entered into.

 

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. and its successors.

 

“Stated Amount” means the amount available to be drawn by a beneficiary under a Letter of Credit from time to time, as such amount may be increased or reduced from time to time in accordance with the terms of such Letter of Credit.

 

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“Subsidiary” means, for any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other individuals performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

 

“Substantial Amount” means, at the time of determination thereof, an amount in excess of (a) thirty-five percent (35.0%) of total consolidated assets of the Parent and its Subsidiaries determined on a consolidated basis at such time plus (b) consolidated accumulated depreciation of the Parent and its Subsidiaries determined on a consolidated basis at such time.

 

“Sustainability Baseline” as of any determination date shall mean the Sustainability Metric for the Sustainability Metric Base Year, as such amount shall be adjusted to reflect dispositions or acquisitions of Properties or assets by the Parent, the Borrower or any Subsidiaries, since the Sustainability Metric Base Year, in accordance with GHG Protocol Corporate Reporting and Accounting Standard.

 

“Sustainability Grid Notice” has the meaning given that term in the definition of “Applicable Margin”.

 

“Sustainability Metric” means for any fiscal year of the Parent, (a) the total Direct (Scope 1) & Energy Direct (Scope 2) Greenhouse Gas Emissions (“GHG Emissions”), measured in metric tons CO2 (carbon dioxide) equivalent (“CO2e”), of the Parent, the Borrower and the Subsidiaries during such fiscal year (determined and calculated according to the GHG Protocol Corporate Reporting and Accounting Standard using the Control Approach for defining relevant emissions sources) minus (b) qualified emissions offsets (such as renewable energy certificates (RECs)) of the Parent, the Borrower and the Subsidiaries during such fiscal year (including any such offsets in which the Parent, the Borrower or any Subsidiary has an interest including as a result of purchasing environmental attributes of projects other than those owned directly by the Parent, the Borrower or any Subsidiary). GHG Emissions will be quantified after the end of each fiscal year based on invoice data.

 

“Sustainability Metric Base Year” means the fiscal year ended on December 31, 2019.

 

“Sustainability Metric Grid” has the meaning given that term in the definition of “Applicable Margin”.

 

“Sustainability Metric Target” means, with respect to any fiscal year of the Borrower, the Sustainability Metric, specified in the table below for the corresponding fiscal year specified below:

 

Fiscal Year

Sustainability Metric Target

2020

99% of the Sustainability Baseline

2021

98% of the Sustainability Baseline

2022

97% of the Sustainability Baseline

2023

96% of the Sustainability Baseline

2024 and thereafter

95% of the Sustainability Baseline

 

“Swingline Commitment” means each Swingline Lender’s obligation to make Swingline Loans pursuant to Section 2.4. in an amount up to, but not exceeding the amount set forth in the first sentence of Section 2.4.(a), as such amount may be reduced from time to time in accordance with the terms hereof.

 

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“Swingline Lenders” means Wells Fargo Bank and PNC Bank, National Association, together with their respective successors and assigns.

 

“Swingline Loan” means a loan made by a Swingline Lender to the Borrower pursuant to Section 2.4.

 

“Swingline Maturity Date” means the date which is seven (7) Business Days prior to the Termination Date.

 

“Swingline Note” means a promissory note of the Borrower substantially in the form of Exhibit J, payable to the order of each Swingline Lender in a principal amount equal to the amount of the Swingline Commitment as originally in effect and otherwise duly completed.

 

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

 

“Tenant Lease” means any lease entered into by the Borrower, any Loan Party or any Subsidiary with respect to any portion of a Property.

 

“Term SOFR” means, for any calculation, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

 

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

 

“Term SOFR Loan” means any Revolving Loan bearing interest at a rate based on Adjusted Term SOFR, as provided in Section 2.1.(a).

 

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

 

“Termination Date” means March 23, 2025, or such later date to which the Termination Date may be extended pursuant to Section 2.13.

 

“Third Party Net Income” means, with respect to a Person and for a given period (a) net income from fees, commissions and other compensation derived from (without duplication) (i) managing and/or leasing properties owned by third parties; (ii) developing properties for third parties; (iii) arranging for property acquisitions by third parties; (iv) arranging financing for third parties and (v) consulting and business services performed for third parties; minus (b) taxes paid or accrued in accordance with GAAP during such period by any “taxable REIT subsidiary” (as defined in Sec. 856(l) of the Internal Revenue

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Code) of such Person or any of its Subsidiaries. For purposes of this definition, the term “third parties” shall include Unconsolidated Affiliates of a Person.

 

“Total Asset Value” means, at a given time, the sum (without duplication) of all of the following of the Parent and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP applied on a consistent basis: (a) cash, Cash Equivalents, plus (b), the quotient of (i) EBITDA for the four fiscal quarters of the Parent most recently ended, divided by (ii) the Capitalization Rate, plus (c) except as set forth below, the GAAP book value of Properties (other than Unimproved Land, Development Properties and Newly Stabilized Properties) acquired during the period of eight fiscal quarters most recently ended as of the date of calculation, plus (d) the GAAP book value of all Development Properties, plus (e) the GAAP book value of Unimproved Land plus (f) the GAAP book value of all Mortgage Receivables and other promissory notes, plus (g) except as set forth below, the GAAP book value of all Newly Stabilized Properties, plus (h) Capitalized Third Party Net Income; provided, however that to the extent that the Total Asset Value attributable to Capitalized Third Party Net Income would exceed 5.0% of Total Asset Value, such excess shall be excluded. The Parent’s Ownership Share of assets held by Unconsolidated Affiliates (excluding assets of the type described in the immediately preceding clause (a)) will be included in Total Asset Value calculations consistent with the above described treatment for assets of the Parent and its Consolidated Subsidiaries. For purposes of determining Total Asset Value, (A) EBITDA from any Property disposed of during the period of four fiscal quarters of the Parent most recently ended as of the date of calculation shall be excluded (B) with respect to any Property acquired during the period of eight fiscal quarters of the Parent most recently ended as of the date of calculation, the Borrower may at any time during such period irrevocably elect to include such Property in Total Asset Value based on EBITDA divided by the Capitalization Rate pursuant to clause (b) above in lieu of GAAP book value pursuant to clause (c) above, and (C) with respect to any Newly Stabilized Property, the Borrower may at any time irrevocably elect to include such Property in Total Asset Value based on EBITDA divided by the Capitalization Rate pursuant to clause (b) above in lieu of GAAP book value pursuant to clause (g) above. For purposes of determining Total Asset Value, the calculation of EBITDA shall exclude Third Party Net Income and EBITDA attributable to any Property included in Total Asset Value based on the GAAP book value of such Property. To the extent the amount of Total Asset Value attributable to (x) Unimproved Land, Equity Interest in Persons other than Consolidated Subsidiaries, Mortgage Receivables, Development Properties, Newly Stabilized Properties and Capitalized Third Party Net Income, in the aggregate, would exceed 40.0% of Total Asset Value, such excess shall be excluded, (y) Equity Interest in Persons other than Consolidated Subsidiaries would exceed 30.0% of Total Asset Value, such excess shall be excluded, and (z) Development Properties and Newly Stabilized Properties, in the aggregate, would exceed 15.0% of Total Asset Value, such excess shall be excluded.

 

“Total Leverage Ratio Increase Period” shall have the meaning given that term in Section 9.1.(b).

 

“Trading with the Enemy Act” has the meaning given to that term in Section 6.1.(x).

 

“Type” with respect to any Revolving Loan, refers to whether such Loan or portion thereof is a Term SOFR Loan, a Daily Simple SOFR Loan or a Base Rate Loan.

 

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

 

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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

 

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

 

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

 

“Unconsolidated Affiliate” means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

 

“Unencumbered Asset Value” means (a) except as set forth below, the Unencumbered NOI (excluding Net Operating Income attributable to Development Properties, Newly Stabilized Properties and those Properties acquired during the period of eight fiscal quarters most recently ended) for the period of four fiscal quarters of the Parent most recently ended divided by the Capitalization Rate, plus (b) except as set forth below, the GAAP book value of all Eligible Properties (other than Development Properties and Newly Stabilized Properties) acquired during the period of eight quarters most recently ended, plus (c) the GAAP book value of all Development Properties which are Eligible Properties, plus (d) except as set forth below, the GAAP book value of all Newly Stabilized Properties which are Eligible Properties. For purposes of determining Unencumbered Asset Value, (i) with respect to an Eligible Property acquired during the period of eight quarters most recently ended as of the date of calculation, the Borrower may at any time during such period irrevocably elect to include such Eligible Property in Unencumbered Asset Value based on Unencumbered NOI attributable to such Property pursuant to clause (a) above in lieu of the GAAP book value of such Property pursuant to clause (b) above, and (ii) with respect to any Newly Stabilized Property, the Borrower may at any time irrevocably elect to include such Property in Unencumbered Asset Value based on Unencumbered NOI attributable to such Property pursuant to clause (a) above in lieu of the GAAP book value of such Property pursuant to clause (d) above. For purposes of this definition, to the extent that Unencumbered Asset Value attributable to (x) Properties subject to a Ground Lease in which the Parent, the Borrower or any of their respective Subsidiaries is the ground lessee would exceed 10.0% of Unencumbered Asset Value, (y) all Development Properties and Newly Stabilized Properties, in the aggregate, would exceed 15.0% of Unencumbered Asset Value and (z) Properties owned or leased by Qualified Ventures would exceed 10.0% of Unencumbered Asset Value, then in the case of each of the foregoing clauses (x) through (z), such excess shall be excluded.

 

“Unencumbered NOI” means, for any period, Net Operating Income from all Eligible Properties.

 

“Unimproved Land” means land on which no development (other than improvements that are not material and/or are temporary in nature) has occurred and for which no development is scheduled in the following 12 months.

 

“Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (a) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (b) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

 

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“Unrestricted Cash” means, as of any date of determination, cash and Cash Equivalents held by the Borrower and its Subsidiaries other than tenant deposits and other cash and Cash Equivalents that are subject to a Lien (other than Liens of a depository institution or securities intermediary arising by virtue of any statutory or common law provisions, rights of set-off or similar rights or remedies as to deposit accounts or securities accounts or other funds maintained with such depository institution or securities intermediary (other than any of the foregoing intended as cash collateral)) or a Negative Pledge or the disposition of which is restricted in any way that would prohibit the use thereof for the payment of Indebtedness.

 

“Unsecured Indebtedness” means Indebtedness which is not Secured Indebtedness. Indebtedness of a Subsidiary which is secured solely by a pledge of Equity Interests of such Subsidiary and which also is recourse to the Borrower or a Guarantor shall be treated as Unsecured Indebtedness.

 

“Unsecured Interest Expense” means, with respect to the Parent and its Consolidated Subsidiaries determined on a consolidated basis for a given period, all Interest Expense attributable to Unsecured Indebtedness of the Parent and its Consolidated Subsidiaries for such period.

 

“Unsecured Leverage Ratio Increase Period” shall have the meaning given that term in Section 9.1.(c).

 

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections 2.1.(b), 2.2., 2.8.(a), 2.9. and 2.10., in each case, such day is also a Business Day.

 

“Wells Fargo” means Wells Fargo Bank, National Association, and its successors and assigns.

 

“Wholly Owned Subsidiary” means any Subsidiary of a Person in respect of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.

 

“Withdrawal Liability” means any liability as a result of a complete or partial withdrawal from a Multiemployer Plan as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

 

“Withholding Agent” means (a) the Borrower, (b) any other Loan Party and (c) the Administrative Agent, as applicable.

 

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of such Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

 

 

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Section 1.2. General; References to Eastern Time.

 

Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted or determined in accordance with GAAP from time to time; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Requisite Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Lenders); provided further that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the preceding sentence, (x) the calculation of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities, in which case, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount, and (y) for purposes of calculating the covenants under this Agreement or any other Loan Document, any obligations of a Person under a lease (whether existing on the Agreement Date or entered into thereafter) that is not (or would not be) required to be classified and accounted for as a capitalized lease on a balance sheet of such Person prepared in accordance with GAAP as in effect on March 23, 2018, shall not be treated as a capitalized lease pursuant to this Agreement or the other Loan Documents solely as a result of (1) the adoption of changes in GAAP after such date or (2) changes in the application of GAAP after such date; provided, however, that upon the request of the Administrative Agent or any Lender the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to any such adoption of changes in, or the application of, GAAP. References in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules” are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified from time to time to the extent not otherwise stated herein or prohibited hereby and in effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of the Parent or a Subsidiary of such Subsidiary and a reference to an “Affiliate” means a reference to an Affiliate of the Parent. Titles and captions of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references to time are references to Eastern time.

 

Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries.

 

When determining the Applicable Margin and compliance by the Parent or the Borrower with any financial covenant contained in any of the Loan Documents (a) only the Ownership Share of the Parent or the Borrower, as applicable, of the financial attributes of a Subsidiary that is not a Consolidated Subsidiary shall be included and (b) the Parent’s Ownership Share of the Borrower shall be deemed to be 100.0%.

 

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Section 1.4. Rates.

 

The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 4.2.(b), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, or Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Adjusted Daily Simple SOFR, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

 

Section 1.5. Divisions.

 

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

 

ARTICLE II. CREDIT FACILITY

 

Section 2.1. Revolving Loans.

 

(a) Making of Revolving Loans. Subject to the terms and conditions set forth in this Agreement, including without limitation, Section 2.15., each Lender severally and not jointly agrees to make Revolving Loans to the Borrower during the period from and including the Effective Date to but excluding the Termination Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, such Lender’s Commitment. Each borrowing of Base Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $100,000 in excess thereof. Each borrowing and Continuation under Section 2.9. of, and each Conversion under Section 2.10. of Base Rate Loans into, SOFR Loans shall be in an aggregate minimum of $5,000,000 and integral multiples of $100,000 in excess of that amount. Notwithstanding the immediately preceding two sentences but subject to Section 2.15., a borrowing of Revolving Loans may be in the aggregate amount of the unused Commitments. Within the foregoing limits and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans.

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(b) Requests for Revolving Loans. Not later than (i) 10:00 a.m. Eastern time on the proposed date of a borrowing of Revolving Loans that are to be Base Rate Loans, (ii) 12:00 noon Eastern time at least one (1) U.S. Government Securities Business Day prior to a borrowing of Revolving Loans that are to be Daily Simple SOFR Loans and (iii) 12:00 noon Eastern time at least three (3) U.S. Government Securities Business Days prior to a borrowing of Revolving Loans that are to be Term SOFR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Borrowing. Each Notice of Borrowing shall specify the aggregate principal amount of the Revolving Loans to be borrowed, the date such Revolving Loans are to be borrowed (which must be a Business Day), the use of the proceeds of such Revolving Loans, the Type of the requested Revolving Loans, and if such Revolving Loans are to be Term SOFR Loans, the initial Interest Period for such Revolving Loans. Each Notice of Borrowing shall be irrevocable once given and binding on the Borrower. Prior to delivering a Notice of Borrowing, the Borrower may (without specifying whether a Revolving Loan will be a Base Rate Loan, a Term SOFR Loan or a Daily Simple SOFR Loan) request that the Administrative Agent provide the Borrower with the most recent Adjusted Term SOFR or Adjusted Daily Simple SOFR available to the Administrative Agent. The Administrative Agent shall provide such quoted rate to the Borrower on the date of such request or as soon as possible thereafter. If the Borrower requests a borrowing of a Term SOFR Loan in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

 

(c) Funding of Revolving Loans. Promptly after receipt of a Notice of Borrowing under the immediately preceding subsection (b), the Administrative Agent shall notify each Lender of the proposed borrowing. Each Lender shall deposit an amount equal to the Revolving Loan to be made by such Lender to the Borrower with the Administrative Agent at the Principal Office, in immediately available funds not later than (i) in the case of Revolving Loans that are to be Base Rate Loans, 2:00 p.m. Eastern time on the date of such proposed Revolving Loans and (ii) in the case of Revolving Loans that are to be Daily Simple SOFR Loans or Term SOFR Loans, 12:00 noon Eastern time on the date of such proposed Revolving Loans. Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower in the account specified in the Disbursement Instruction Agreement, the proceeds of such amounts received by the Administrative Agent (x) in the case of Revolving Loans that are to be Base Rate Loans, not later than 4:00 p.m. Eastern time on the date of the requested borrowing of such Revolving Loans and (y) in the case of Revolving Loans that are to be Daily Simple SOFR Loans or Term SOFR Loans, not later than 3:00 p.m. Eastern time on the date of the requested borrowing of such Revolving Loans.

 

(d) Assumptions Regarding Funding by Lenders. With respect to Revolving Loans to be made after the Effective Date, unless the Administrative Agent shall have been notified by any Lender that such Lender will not make available to the Administrative Agent a Revolving Loan to be made by such Lender in connection with any borrowing, the Administrative Agent may assume that such Lender will make the proceeds of such Revolving Loan available to the Administrative Agent in accordance with this Section, and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower the amount of such Revolving Loan to be provided by such Lender. In such event, if such Lender does not make available to the Administrative Agent the proceeds of such Revolving Loan, then such Lender and the Borrower severally agree to pay to the Administrative Agent on demand the amount of such Revolving Loan with interest thereon, for each day from and including the date such Revolving Loan is made available to the Borrower but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the Federal Funds Rate and (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay the amount of such interest to the Administrative Agent for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays to the Administrative Agent the amount of such Revolving Loan, the amount so paid shall constitute such Lender’s Revolving Loan included in the

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borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Revolving Loan to be made by such Lender.

 

Section 2.2. Bid Rate Loans.

 

(a) Bid Rate Loans. At any time during the period from the Effective Date to but excluding the Termination Date, and so long as the Borrower continues to maintain an Investment Grade Rating from S&P or Moody’s, the Borrower may, as set forth in this Section, request the Lenders to make offers to make Bid Rate Loans to the Borrower in Dollars. The Lenders may, but shall have no obligation to, make such offers and the Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section.

 

(b) Requests for Bid Rate Loans. When the Borrower wishes to request from the Lenders offers to make Bid Rate Loans, it shall give the Administrative Agent notice (a “Bid Rate Quote Request”) so as to be received no later than 12:00 noon Eastern time on (x) the Business Day immediately preceding the date of borrowing proposed therein, in the case of an Absolute Rate Auction and (y) the date four (4) U.S. Government Securities Business Days prior to the proposed date of borrowing, in the case of a SOFR Auction. The Administrative Agent shall deliver to each Lender a copy of each Bid Rate Quote Request promptly upon receipt thereof by the Administrative Agent. The Borrower may request offers to make Bid Rate Loans for up to three (3) different Interest Periods in any one Bid Rate Quote Request; provided that if granted each separate Interest Period shall be deemed to be a separate borrowing (a “Bid Rate Borrowing”). Each Bid Rate Quote Request shall be substantially in the form of Exhibit L and shall specify as to each Bid Rate Borrowing all of the following:

 

(i) the proposed date of such Bid Rate Borrowing, which shall be a Business Day;

 

(ii) the aggregate amount of such Bid Rate Borrowing which shall be in a minimum amount of $15,000,000 and integral multiples of $1,000,000 in excess thereof which shall not cause any of the limits specified in Section 2.15. to be violated;

 

(iii) whether the Bid Rate Quote Request is for SOFR Margin Loans or Absolute Rate Loans; and

 

(iv) the duration of the Interest Period applicable thereto, which shall not extend beyond the Termination Date.

 

The Borrower shall not deliver any Bid Rate Quote Request within five Business Days of the giving of any other Bid Rate Quote Request and the Borrower shall not deliver more than three (3) Bid Rate Quote Requests in any calendar month.

 

(c) Bid Rate Quotes.

 

(i) Each Lender may submit one or more Bid Rate Quotes, each containing an offer to make a Bid Rate Loan in response to any Bid Rate Quote Request; provided that, if the Borrower’s request under Section 2.2.(b) specified more than one Interest Period, such Lender may make a single submission containing only one Bid Rate Quote for each such Interest Period. Each Bid Rate Quote must be submitted to the Administrative Agent not later than 11:30 a.m. Eastern time (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction and (y) on the date three (3) U.S. Government Securities Business Days prior to the proposed date of borrowing, in the case of a SOFR Auction, and in either case the Administrative Agent shall disregard any Bid Rate

39


Quote received after such time; pro¬vided that the Lender then acting as the Administrative Agent may submit a Bid Rate Quote only if it notifies the Borrower of the terms of the offer contained therein not later than 30 minutes prior to the latest time by which the Lenders must submit applicable Bid Rate Quotes. Any Bid Rate Quote so made shall be irrevocable except with the consent of the Administrative Agent given at the request of the Borrower. Such Bid Rate Loans may be funded by a Lender’s Designated Lender (if any) as provided in Section 12.6.(h); however, such Lender shall not be required to specify in its Bid Rate Quote whether such Bid Rate Loan will be funded by such Designated Lender.

 

(ii) Each Bid Rate Quote shall be substantially in the form of Exhibit M and shall specify:

 

(A) the proposed date of borrowing and the Interest Period therefor;

 

(B) the principal amount of the Bid Rate Loan for which each such of¬fer is being made; provided that the aggregate principal amount of all Bid Rate Loans for which a Lender submits Bid Rate Quotes (x) may be greater or less than the Commitment of such Lender but (y) shall not exceed the principal amount of the Bid Rate Borrowing for a particular Interest Period for which offers were re¬quested; provided further that any Bid Rate Quote shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof;

 

(C) in the case of an Absolute Rate Auction, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/1,000th of 1%) offered for each such Absolute Rate Loan (the “Absolute Rate”);

 

(D) in the case of a SOFR Auction, the margin above or below applicable Adjusted Term SOFR (the “SOFR Margin”) offered for each such SOFR Margin Loan, expressed as a percentage (rounded upwards, if necessary, to the nearest 1/1,000th of 1%) to be added to (or subtracted from) the applicable Adjusted Term SOFR; and

 

(E) the identity of the quoting Lender.

 

Unless otherwise agreed by the Administrative Agent and the Borrower, no Bid Rate Quote shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Bid Rate Quote Request and, in particular, no Bid Rate Quote may be conditioned upon acceptance by the Borrower of all (or some specified minimum) of the principal amount of the Bid Rate Loan for which such Bid Rate Quote is being made.

 

(d) Notification by Administrative Agent. The Administrative Agent shall, as promptly as practicable after the Bid Rate Quotes are submitted (but in any event not later than 12:30 p.m. Eastern time (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction or (y) on the date three (3) U.S. Government Securities Business Days prior to the proposed date of borrowing, in the case of a SOFR Auction), notify the Borrower of the terms (i) of any Bid Rate Quote submitted by a Lender that is in accordance with Section 2.2.(c) and (ii) of any Bid Rate Quote that amends, modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted by such Lender with respect to the same Bid Rate Quote Request. Any such subsequent Bid Rate Quote shall be disregarded by the Administrative Agent unless such subsequent Bid Rate Quote is submitted solely to correct a manifest error in such former Bid Rate Quote. The Administrative Agent’s notice to the Borrower shall specify (A) the aggregate principal amount of the Bid Rate Borrowing for which offers have been received and (B) the principal amounts and Absolute Rates or SOFR Margins, as applicable, so offered by each Lender (identifying the Lender that made such Bid Rate Quote).

40


 

(e) Acceptance by Borrower.

 

(i) Not later than 1:30 p.m. Eastern time (x) on the proposed date of borrowing, in the case of an Absolute Rate Auction and (y) on the date three (3) U.S. Government Securities Business Days prior to the proposed date of borrowing, in the case of a SOFR Auction, the Borrower shall notify the Administrative Agent of its acceptance or nonacceptance of the Bid Rate Quotes so notified to it pursuant to Section 2.2.(d). which notice shall be in the form of Exhibit N. In the case of acceptance, such notice shall specify the aggregate principal amount of Bid Rate Quotes for each Interest Period that are accepted. The failure of the Borrower to give such notice by such time shall constitute nonacceptance. The Borrower may accept any Bid Rate Quote in whole or in part; provided that:

 

(A) the aggregate principal amount of each Bid Rate Borrowing may not exceed the applicable amount set forth in the related Bid Rate Quote Request;

 

(B) the aggregate principal amount of each Bid Rate Borrowing shall comply with the provisions of Section 2.2.(b)(ii) and together with all other Bid Rate Loans then outstanding shall not cause the limits specified in Section 2.15. to be violated and the number of Interest Periods shall not exceed the number permitted to be outstanding under Section 2.6.;

 

(C) acceptance of Bid Rate Quotes may be made only in ascending order of Absolute Rates or SOFR Margins, as applicable, in each case beginning with the lowest rate so offered;

 

(D) any acceptance in part by the Borrower shall be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; and

 

(E) the Borrower may not accept any Bid Rate Quote that fails to comply with Section 2.2.(c) or otherwise fails to comply with the requirements of this Agreement.

 

(ii) If Bid Rate Quotes are made by two or more Lenders with the same Absolute Rates or SOFR Margins, as applicable, for a greater aggregate principal amount than the amount in respect of which Bid Rate Quotes are permitted to be ac¬cepted for the related Interest Period, the principal amount of Bid Rate Loans in respect of which such Bid Rate Quotes are accepted shall be allocated by the Administrative Agent among such Lenders in proportion to the aggregate principal amount of such Bid Rate Quotes. Determinations by the Administrative Agent of the amounts of Bid Rate Loans shall be conclusive in the absence of manifest error.

 

(f) Obligation to Make Bid Rate Loans. The Administrative Agent shall promptly (and in any event not later than (x) 2:30 p.m. Eastern time on the proposed date of borrowing of Absolute Rate Loans and (y) on the date three (3) U.S. Government Securities Business Days prior to the proposed date of borrowing of SOFR Margin Loans) notify each Lender as to whose Bid Rate Quote has been accepted and the amount and rate thereof. A Lender who is notified that it has been selected to make a Bid Rate Loan may designate its Designated Lender (if any) to fund such Bid Rate Loan on its behalf, as described in Section 12.6.(h). Any Designated Lender which funds a Bid Rate Loan shall on and after the time of such funding become the obligee in respect of such Bid Rate Loan and be entitled to receive payment thereof when due. No Lender shall be relieved of its obligation to fund a Bid Rate Loan, and no Designated Lender shall assume such obligation, prior to the time the applicable Bid Rate Loan is funded. Any Lender whose offer to make any Bid Rate Loan has been accepted shall, not later than 3:30 p.m. Eastern time on the date specified for

41


the making of such Loan, make the amount of such Loan available to the Administrative Agent at its Principal Office in immediately available funds, for the ac¬count of the Borrower. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower not later than 4:30 p.m. Eastern time on such date by depositing the same, in immediately available funds, in an account of the Borrower designated by the Borrower.

 

(g) No Effect on Commitment. Except for the purpose and to the extent expressly stated in Section 2.12. and 2.15., the amount of any Bid Rate Loan made by any Lender shall not constitute a utilization of such Lender’s Commitment.

 

Section 2.3. Letters of Credit.

 

(a) Letters of Credit. Subject to the terms and conditions of this Agreement, including without limitation, Section 2.15., the Issuing Banks, on behalf of the Lenders, agree to issue for the account of the Borrower during the period from and including the Effective Date to, but excluding, the date 30 days prior to the Termination Date, one or more standby letters of credit (each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed $50,000,000, as such amount may be reduced from time to time in accordance with the terms hereof (the “L/C Commitment Amount”); provided, that an Issuing Bank shall not be obligated to issue any Letter of Credit if after giving effect to such issuance, the aggregate Stated Amount of outstanding Letters of Credit issued by such Issuing Bank would exceed one-fifth of the L/C Commitment Amount.

 

(b) Terms of Letters of Credit. At the time of issuance, the amount, form, terms and conditions of a Letter of Credit, and of any drafts or acceptances thereunder, shall be subject to approval by the applicable Issuing Bank and the Borrower. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the Termination Date, or (ii) any Letter of Credit have an initial duration in excess of one year; provided, however, a Letter of Credit may contain a provision providing for the automatic extension of the expiration date in the absence of a notice of non-renewal from the applicable Issuing Bank but, except as set forth in the following sentence, in no event shall any such provision permit the extension of the expiration date of such Letter of Credit beyond the Termination Date. Notwithstanding the foregoing, a Letter of Credit may, as a result of its express terms or as the result of the effect of an automatic extension provision, have an expiration date of not more than one year beyond the Termination Date (any such Letter of Credit being referred to as an “Extended Letter of Credit”) so long as the Borrower delivers to the Administrative Agent for its benefit and the benefit of the applicable Issuing Bank and the Lenders no later than 30 days prior to the Termination Date Cash Collateral for such Letter of Credit for deposit into the Letter of Credit Collateral Account in an amount equal to the Stated Amount of such Letter of Credit; provided, that the obligations of the Borrower under this Section in respect of such Extended Letters of Credit shall survive the termination of this Agreement and shall remain in effect until no such Extended Letters of Credit remain outstanding. If the Borrower fails to provide Cash Collateral with respect to any Extended Letter of Credit by the date 30 days prior to the Termination Date, such failure shall be treated as a drawing under such Extended Letter of Credit (in an amount equal to the maximum Stated Amount of such Letter of Credit), which shall be reimbursed (or participations therein funded) by the Lenders in accordance with the immediately following subsections (i) and (j), with the proceeds being utilized to provide Cash Collateral for such Letter of Credit. The initial Stated Amount of each Letter of Credit shall be at least $25,000 (or such lesser amount as may be acceptable to the applicable Issuing Bank, the Administrative Agent and the Borrower).

 

(c) Requests for Issuance of Letters of Credit. The Borrower shall give the applicable Issuing Bank and the Administrative Agent written notice at least five (5) Business Days prior to the requested date of issuance of a Letter of Credit, such notice to describe in reasonable detail the proposed terms of such Letter of Credit and the nature of the transactions or obligations proposed to be supported by such Letter of Credit,

42


and in any event shall set forth with respect to such Letter of Credit the proposed (i) initial Stated Amount, (ii) beneficiary, and (iii) expiration date. The Borrower shall also execute and deliver such customary applications and agreements for standby letters of credit, and other forms as requested from time to time by the applicable Issuing Bank. Provided the Borrower has given the notice prescribed by the first sentence of this subsection and delivered such applications and agreements referred to in the preceding sentence, subject to the other terms and conditions of this Agreement, including the satisfaction of any applicable conditions precedent set forth in Section 5.2., the applicable Issuing Bank shall issue the requested Letter of Credit on the requested date of issuance for the benefit of the stipulated beneficiary but in no event prior to the date five (5) Business Days following the date after which such Issuing Bank has received all of the items required to be delivered to it under this subsection. An Issuing Bank shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause such Issuing Bank or any Lender to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. Upon the written request of the Borrower, the applicable Issuing Bank shall deliver to the Borrower a copy of each Letter of Credit issued by it within a reasonable time after the date of issuance thereof. To the extent any term of a Letter of Credit Document is inconsistent with a term of any Loan Document, the term of such Loan Document shall control.

 

(d) Reimbursement Obligations. Upon receipt by an Issuing Bank from the beneficiary of a Letter of Credit issued by it of any demand for payment under such Letter of Credit, such Issuing Bank shall promptly notify the Borrower and the Administrative Agent of the amount to be paid by such Issuing Bank as a result of such demand and the date on which payment is to be made by such Issuing Bank to such beneficiary in respect of such demand; provided, however, that such Issuing Bank’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse each Issuing Bank for the amount of each demand for payment under each Letter of Credit issued by such Issuing Bank at or prior to the date on which payment is to be made by such Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Upon receipt by an Issuing Bank of any payment in respect of any Reimbursement Obligation, such Issuing Bank shall promptly pay to each Lender that has acquired a participation therein under the second sentence of the immediately following subsection (i) such Lender’s Commitment Percentage of such payment.

 

(e) Manner of Reimbursement. Unless the Borrower provides notice to the Administrative Agent not later than 12:00 noon Eastern time at least one (1) Business Day prior to the date that payment is required to be made pursuant to the related demand for payment that it intends to reimburse the applicable Issuing Bank by means other than by a borrowing hereunder, then if the applicable conditions contained in Article V. would permit the making of Revolving Loans, the Borrower shall be deemed to have requested a borrowing of Revolving Loans (which shall be Base Rate Loans) in an amount equal to the unpaid Reimbursement Obligation, the Administrative Agent shall give each Lender prompt notice of the amount of the Revolving Loan to be made available to the Administrative Agent not later than 12:00 noon Eastern time on the date payment is required to made, and each Lender shall deposit an amount equal to the Revolving Loan to be made by such Lender to the Borrower with the Administrative Agent at the Principal Office in immediately available funds and (ii) if such conditions would not permit the making of Revolving Loans and the Borrower does not otherwise reimburse the applicable Issuing Bank for the amount of the related demand for payment, the failure of which such Issuing Bank shall notify the Administrative Agent, the provisions of subsection (j) of this Section shall apply and an Event of Default under Section 10.1.(a)(i) shall have occurred. The limitations set forth in the second sentence of Section 2.1.(a) shall not apply to any borrowing of Base Rate Loans under this subsection. The Administrative Agent shall pay the proceeds of any Revolving Loans made pursuant to this Section to the applicable Issuing Bank, which shall apply such proceeds to repay the unpaid Reimbursement Obligation.

 

43


(f) Effect of Letters of Credit on Commitments. Upon the issuance by an Issuing Bank of any Letter of Credit and until such Letter of Credit shall have expired or been cancelled, the Commitment of each Lender shall be deemed to be utilized for all purposes of this Agreement in an amount equal to the product of (i) such Lender’s Commitment Percentage and (ii) the sum of (A) the Stated Amount of such Letter of Credit plus (B) any related Reimbursement Obligations then outstanding.

 

(g) Issuing Banks’ Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement Obligations. In examining documents presented in connection with drawings under Letters of Credit and making payments under such Letters of Credit against such documents, each Issuing Bank shall only be required to use the same standard of care as it uses in connection with examining documents presented in connection with drawings under letters of credit in which it has not sold participations and making payments under such letters of credit. The Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, none of the Issuing Banks, the Administrative Agent or any of the Lenders shall be responsible for, and the Borrower’s obligations in respect of Letters of Credit shall not be affected in any manner by, (i) the form, validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any party in connection with the application for and issuance of or any drawing honored under any Letter of Credit even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, facsimile, electronic mail, telecopy or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit, or of the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit, or of the proceeds of any drawing under any Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Banks, the Administrative Agent or the Lenders. None of the above shall affect, impair or prevent the vesting of any of the Issuing Banks’ or Administrative Agent’s rights or powers hereunder. Any action taken or omitted to be taken by an Issuing Bank under or in connection with any Letter of Credit issued by such Issuing Bank, if taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable judgment), shall not create against such Issuing Bank any liability to the Borrower, the Administrative Agent, any other Issuing Bank or any Lender. In this connection, the obligation of the Borrower to reimburse an Issuing Bank for any drawing made under any Letter of Credit issued by such Issuing Bank, and to repay any Revolving Loan made pursuant to the second sentence of the immediately preceding subsection (e), shall be absolute, unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement and any other applicable Letter of Credit Document under all circumstances whatsoever, including without limitation, the following circumstances: (A) any lack of validity or enforceability of any Letter of Credit Document or any term or provisions therein; (B) any amendment or waiver of or any consent to departure from all or any of the Letter of Credit Documents; (C) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against such Issuing Bank, any other Issuing Bank, the Administrative Agent or any Lender, any beneficiary of a Letter of Credit or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or in the Letter of Credit Documents or any unrelated transaction; (D) any breach of contract or dispute between the Borrower, such Issuing Bank, any other Issuing Bank, the Administrative Agent, any Lender or any other Person; (E) any demand, statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein or made in connection therewith being untrue or inaccurate in any respect whatsoever; (F) any non application or misapplication by the beneficiary of a Letter of Credit or of the proceeds of any drawing under such Letter of Credit; (G) payment by such Issuing Bank under any

44


applicable Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of such Letter of Credit; and (H) any other act, omission to act, delay or circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable defense to or discharge of the Borrower’s Reimbursement Obligations. Notwithstanding anything to the contrary contained in this Section or Section 12.10., but not in limitation of the Borrower’s unconditional obligation to reimburse an Issuing Bank for any drawing made under a Letter of Credit as provided in this Section and to repay any Revolving Loan made pursuant to the second sentence of the immediately preceding subsection (e), the Borrower shall have no obligation to indemnify the Administrative Agent, any Issuing Bank or any Lender in respect of any liability incurred by the Administrative Agent, either such Issuing Bank or such Lender arising solely out of the gross negligence or willful misconduct of the Administrative Agent, either such Issuing Bank or such Lender in respect of a Letter of Credit as determined by a court of competent jurisdiction in a final, non-appealable judgment. Except as otherwise provided in this Section, nothing in this Section shall affect any rights the Borrower may have with respect to the gross negligence or willful misconduct of the Administrative Agent, any Issuing Bank or any Lender with respect to any Letter of Credit.

 

(h) Amendments, Etc. The issuance by an Issuing Bank of any amendment, supplement or other modification to any Letter of Credit issued by such Issuing Bank shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the applicable Issuing Bank and the Administrative Agent), and no such amendment, supplement or other modification shall be issued unless either (i) the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii) the Administrative Agent and Lenders, if any, required by Section 12.7. shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence of Section 3.5.(c).

 

(i) Lenders’ Participation in Letters of Credit. Immediately upon (i) the Effective Date with respect to all Existing Letters of Credit and (ii) the issuance by an Issuing Bank of all other Letters of Credit, each Lender shall be deemed to have absolutely, irrevocably and unconditionally purchased and received from such Issuing Bank, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Commitment Percentage of the liability of an Issuing Bank with respect to such Letter of Credit and each Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Bank to pay and discharge when due, such Lender’s Commitment Percentage of such Issuing Bank’s liability under such Letter of Credit. In addition, upon the making of each payment by a Lender to the Administrative Agent for the account of an Issuing Bank in respect of any Letter of Credit issued by it pursuant to the immediately following subsection (j), such Lender shall, automatically and without any further action on the part of such Issuing Bank, Administrative Agent or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to such Issuing Bank by the Borrower in respect of such Letter of Credit and (ii) a participation in a percentage equal to such Lender’s Commitment Percentage in any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation (other than the Fees payable to such Issuing Bank pursuant to the second and the last sentences of Section 3.5.(c)).

 

(j) Payment Obligation of Lenders. Each Lender severally agrees to pay to the Administrative Agent, for the account of each Issuing Bank, on demand in immediately available funds in Dollars the amount of such Lender’s Commitment Percentage of each drawing paid by such Issuing Bank under each Letter of Credit issued by it to the extent such amount is not reimbursed by the Borrower pursuant to the immediately preceding subsection (d); provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Lender shall be required to fund, whether as a Revolving Loan or as a participation, shall not exceed such Lender’s Commitment Percentage of such drawing except as

45


provided in Section 3.9.(d). If the notice referenced in the second sentence of Section 2.3.(e) is received by a Lender not later than 12:00 noon Eastern time, then such Lender shall make such payment available to the Administrative Agent not later than 3:00 p.m. Eastern time on the date of demand therefor; otherwise, such payment shall be made available to the Administrative Agent not later than 2:00 p.m. Eastern time on the next succeeding Business Day. Each Lender’s obligation to make such payments to the Administrative Agent under this subsection, and the Administrative Agent’s right to receive the same for the account of the applicable Issuing Bank, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Lender to make its payment under this subsection, (ii) the financial condition of the Borrower or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 10.1.(e) or (f) or (iv) the termination of the Commitments. Each such payment to the Administrative Agent for the account of the applicable Issuing Bank shall be made without any offset, abatement, withholding or deduction whatsoever.

 

(k) Information to Lenders. Promptly following any change in Letters of Credit outstanding, the applicable Issuing Bank shall deliver to the Administrative Agent, who shall promptly deliver the same to each Lender and the Borrower, a notice describing the aggregate amount of all Letters of Credit issued by such Issuing Bank outstanding at such time. Upon the request of any Lender from time to time, an Issuing Bank shall deliver any other information reasonably requested by such Lender with respect to such Letter of Credit that is the subject of the request. Other than as set forth in this subsection, the Issuing Banks and the Administrative Agent shall have no duty to notify the Lenders regarding the issuance or other matters regarding Letters of Credit issued hereunder. The failure of an Issuing Bank to perform its requirements under this subsection shall not relieve any Lender from its obligations under the immediately preceding subsection (j).

 

(l) Existing Letters of Credit. The parties agree that each Existing Letter of Credit shall, from and after the Effective Date, be deemed a Letter of Credit issued under this Agreement and shall be subject to and governed by the terms and conditions of this Agreement and the other Loan Documents.

 

(m) Extended Letters of Credit. Each Lender confirms that its obligations under the immediately preceding subsections (i) and (j) shall be reinstated in full and apply if the delivery of any Cash Collateral in respect of an Extended Letter of Credit is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise.

 

Section 2.4. Swingline Loans.

 

(a) Swingline Loans. Subject to the terms and conditions hereof, including without limitation Section 2.15., each Swingline Lender agrees to make Swingline Loans to the Borrower, during the period from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not exceeding, $62,500,000, as such amount may be reduced from time to time in accordance with the terms hereof; provided, that no Swingline Lender shall be obligated to make a Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate principal amount of outstanding Revolving Loans made by it in its capacity as a Lender plus the aggregate principal amount of outstanding Swingline Loans made by it in its capacity as a Swingline Lender would exceed the Commitment of such Swingline Lender in its capacity as a Lender. If at any time the aggregate principal amount of the Swingline Loans outstanding at such time exceeds the Swingline Commitment of such Swingline Lender in effect at such time, or if at any time the aggregate principal amount of the outstanding Swingline Loans and outstanding Revolving Loans made by the Swingline Lender in its capacity as a Lender exceeds the Commitment of such Swingline Lender in its capacity as a Lender in effect at such time, the Borrower shall immediately pay the Administrative Agent for the account of such Swingline

46


Lender the amount of such excess, and, subject to the parenthetical in the last sentence of Section 3.2., the proceeds of such payment shall be applied to repay outstanding Swingline Loans. Subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans hereunder. For the avoidance of doubt, subject to the terms of this Agreement, (i) the Borrower may request a Swingline Loan from one Swingline Lender without having to make a request for a Swingline Loan from the other Swingline Lender, and (ii) outstanding Swingline Loans may be repaid in such order as the Borrower may elect.

 

(b) Procedure for Borrowing Swingline Loans. The Borrower shall give the Administrative Agent and the Swingline Lender selected by the Borrower to make a Swingline Loan notice pursuant to a Notice of Swingline Borrowing or telephonic notice of each borrowing of a Swingline Loan. Each Notice of Swingline Borrowing shall be delivered to the applicable Swingline Lender no later than 12:00 noon Eastern time on the proposed date of such borrowing. Any telephonic notice shall include all information to be specified in a written Notice of Swingline Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Swingline Borrowing sent to the applicable Swingline Lender by telecopy on the same day of the giving of such telephonic notice. Not later than 2:00 p.m. Eastern time on the date of the requested Swingline Loan and subject to satisfaction of the applicable conditions set forth in Article 5.2. for such borrowing, the applicable Swingline Lender will make the proceeds of such Swingline Loan available to the Borrower in Dollars, in immediately available funds, at the account specified by the Borrower in the Notice of Swingline Borrowing.

 

(c) Interest. Swingline Loans shall bear interest at a per annum rate equal to the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Loans or at such other rate or rates as the Borrower and the applicable Swingline Lender may agree from time to time in writing. Interest on a Swingline Loan is solely for the account of the Swingline Lender that made such Swingline Loan (except to the extent a Lender acquires a participating interest in such Swingline Loan pursuant to the immediately following subsection (e)). All accrued and unpaid interest on Swingline Loans shall be payable on the dates and in the manner provided in Section 2.5. with respect to interest on Base Rate Loans (except as the applicable Swingline Lender and the Borrower may otherwise agree in writing in connection with any particular Swingline Loan made by such Swingline Lender).

 

(d) Swingline Loan Amounts, Etc. Each Swingline Loan shall be in the minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof, or such other minimum amounts agreed to by a Swingline Lender and the Borrower. Any voluntary prepayment of a Swingline Loan must be in integral multiples of $100,000 or the aggregate principal amount of all outstanding Swingline Loans (or such other minimum amounts upon which the Swingline Lender that made such Swingline Loans and the Borrower may agree) and in connection with any such prepayment, the Borrower must give the applicable Swingline Lender(s) and the Administrative Agent prior written notice thereof no later than 1:00 p.m. Eastern time on the day prior to the date of such prepayment. The Swingline Loans owing to a Swingline Lender shall, in addition to this Agreement, be evidenced by a Swingline Note in favor of such Swingline Lender.

 

(e) Repayment and Participations of Swingline Loans. The Borrower agrees to repay each Swingline Loan within one Business Day of demand therefor by the Swingline Lender that made such Swingline Loan and, in any event, within five (5) Business Days after the date such Swingline Loan was made; provided, that the proceeds of a Swingline Loan may not be used to pay a Swingline Loan. Notwithstanding the foregoing, the Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Swingline Loans on the Swingline Maturity Date (or such earlier date as a Swingline Lender and the Borrower may agree in writing with respect to Swingline Loans made by such Swingline Lender). In lieu of demanding repayment of any outstanding Swingline Loan from the Borrower, the Swingline Lender that made such Swingline Loan may, on behalf of the Borrower (which

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hereby irrevocably directs each such Swingline Lender to act on its behalf), request a borrowing of Revolving Loans that are Base Rate Loans from the Lenders in an amount equal to the principal balance of such Swingline Loan. The amount limitations contained in the second sentence of Section 2.1.(a) shall not apply to any borrowing of such Revolving Loans made pursuant to this subsection. The Swingline Lender so electing to request a borrowing of Revolving Loans shall give notice to the Administrative Agent of any such borrowing of Revolving Loans not later than 12:00 noon Eastern time at least one Business Day prior to the proposed date of such borrowing. Promptly after receipt of such notice of borrowing of Revolving Loans from a Swingline Lender under the immediately preceding sentence, the Administrative Agent shall notify each Lender of the proposed borrowing. Not later than 12:00 noon Eastern time on the proposed date of such borrowing, each Lender will make available to the Administrative Agent at the Principal Office for the account of the applicable Swingline Lender, in immediately available funds, the proceeds of the Revolving Loan to be made by such Lender. The Administrative Agent shall pay the proceeds of such Revolving Loans to the applicable Swingline Lender, which shall apply such proceeds to repay such Swingline Loan. If the Lenders are prohibited from making Revolving Loans required to be made under this subsection for any reason whatsoever, including without limitation, the occurrence of any of the Defaults or Events of Default described in Sections 10.1.(e) or (f)), each Lender shall purchase from the applicable Swingline Lender, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Commitment Percentage of such Swingline Loan, by directly purchasing a participation in such Swingline Loan in such amount and paying the proceeds thereof to the Administrative Agent for the account of the applicable Swingline Lender in Dollars and in immediately available funds. A Lender’s obligation to purchase such a participation in a Swingline Loan shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including without limitation, (i) any claim of setoff, counterclaim, recoupment, defense or other right which such Lender or any other Person may have or claim against the Administrative Agent, any Swingline Lender or any other Person whatsoever, (ii) the occurrence or continuation of a Default or Event of Default (including without limitation, any of the Defaults or Events of Default described in Sections 10.1. (e) or (f)), or the termination of any Lender’s Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or could have a Material Adverse Effect, (iv) any breach of any Loan Document by the Administrative Agent, any Lender, the Borrower or any other Loan Party, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the applicable Swingline Lender by any Lender, such Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof, at the Federal Funds Rate. If such Lender does not pay such amount forthwith upon the applicable Swingline Lender’s demand therefor, and until such time as such Lender makes the required payment, the applicable Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid participation obligation for all purposes of the Loan Documents (other than those provisions requiring the other Lenders to purchase a participation therein). Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans, and any other amounts due it hereunder, to the applicable Swingline Lender to fund Swingline Loans in the amount of the participation in Swingline Loans that such Lender failed to purchase pursuant to this Section until such amount has been purchased (as a result of such assignment or otherwise).

 

Section 2.5. Rates and Payment of Interest on Loans.

 

(a) Rates. The Borrower promises to pay to the Administrative Agent for the account of each Lender interest on the unpaid principal amount of each Loan made by such Lender for the period from and including the date of the making of such Loan to but excluding the date such Loan shall be paid in full, at the following per annum rates:

 

(i) during such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect from time to time), plus the Applicable Margin for Base Rate Loans;

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(ii) during such periods as such Loan is a Daily Simple SOFR Loan, at Adjusted Daily Simple SOFR for such Loan, plus the Applicable Margin for SOFR Loans;

 

(iii) during such periods as such Loan is a Term SOFR Loan, at Adjusted Term SOFR for such Loan for the Interest Period therefor, plus the Applicable Margin for SOFR Loans;

 

(iv) if such Loan is an Absolute Rate Loan, at the Absolute Rate for such Loan for the Interest Period therefor quoted by the Lender making such Loan in accordance with Section 2.2.; and

 

(v) if such Loan is a SOFR Margin Loan, at Adjusted Term SOFR for such Loan for the Interest Period therefor plus the SOFR Margin quoted by the Lender making such Loan in accordance with Section 2.2.

 

Notwithstanding the foregoing, while an Event of Default exists, the Borrower shall pay to the Administrative Agent for the account of each Lender and each Issuing Bank, as the case may be, interest at the Post-Default Rate on the outstanding principal amount of any Loan made by such Lender, on all Reimbursement Obligations and on any other amount payable by the Borrower hereunder or under the Notes held by such Lender to or for the account of such Lender (including without limitation, accrued but unpaid interest to the extent permitted under Applicable Law).

 

(b) Payment of Interest. All accrued and unpaid interest on the outstanding principal amount of each Loan shall be payable (i) monthly in arrears on the first day of each month, commencing with the first full calendar month occurring after the Effective Date and (ii) on any date on which the principal balance of such Loan is due and payable in full (whether at maturity, due to acceleration or otherwise). Interest payable at the Post-Default Rate shall be payable from time to time on demand. All determinations by the Administrative Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest error.

 

Section 2.6. Number of Interest Periods.

 

There may be no more than fifteen (15) different Interest Periods for Term SOFR Loans and Bid Rate Loans, collectively, outstanding at the same time.

 

Section 2.7. Repayment of Loans.

 

(a) Revolving Loans. The Borrower shall repay the entire outstanding principal amount of, and all accrued but unpaid interest on, the Revolving Loans on the Termination Date.

 

(b) Bid Rate Loans. The Borrower shall repay the entire outstanding principal amount of, and all accrued interest on, each Bid Rate Loan on the last day of the Interest Period of such Bid Rate Loan.

 

Section 2.8. Prepayments.

 

(a) Optional. Subject to Section 4.4., the Borrower may prepay any Loan (other than a Bid Rate Loan) at any time without premium or penalty. Except as required to comply with the provisions of Section 2.8.(b)(ii), a Bid Rate Loan may only be prepaid with the prior written consent of the Lender holding such Bid Rate Loan. The Borrower shall give the Administrative Agent at least three Business Days (or, in the case of the prepayment of any SOFR Loans, at least three (3) U.S. Government Securities Business Days) prior written notice of the prepayment of any Loan. Each voluntary prepayment of Loans shall be in an

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aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess thereof, or the outstanding principal balance of such Loan, if less.

 

(b) Mandatory.

 

(i) Commitment Overadvance. If at any time the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and Bid Rate Loans, together with the aggregate amount of all Letter of Credit Liabilities, exceeds the aggregate amount of the Commitments, the Borrower shall immediately upon demand pay to the Administrative Agent for the account of the Lenders then holding Commitments (or if the Commitments have been terminated, then holding outstanding Revolving Loans, Swingline Loans, Bid Rate Loans and/or Letter of Credit Liabilities), the amount of such excess.

 

(ii) Bid Rate Facility Overadvance. If at any time the aggregate principal amount of all outstanding Bid Rate Loans exceeds one half of the aggregate amount of all Commitments at such time, then the Borrower shall immediately pay to the Administrative Agent for the accounts of the applicable Lenders the amount of such excess.

 

(iii) Application of Mandatory Prepayments. Amounts paid under the preceding subsection (b)(i) shall be applied to pay all amounts of principal outstanding on the Loans (applied first to principal outstanding with respect to any Swingline Loans, then to Base Rate Loans, then to Daily Simple SOFR Loans, then to Term SOFR Loans, then to Absolute Rate Loans and then SOFR Margin Loans) and any Reimbursement Obligations pro rata in accordance with Section 3.2., and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. Amounts paid under the preceding subsection (b)(ii) shall be applied in accordance with Section 3.2.(e). If the Borrower is required to pay any outstanding Term SOFR Loans or SOFR Margin Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 4.4.

 

Section 2.9. Continuation.

 

So long as no Default or Event of Default exists, the Borrower may on any Business Day, with respect to any Term SOFR Loan, elect to maintain such Term SOFR Loan or any portion thereof as a Term SOFR Loan by selecting a new Interest Period for such Term SOFR Loan. Each Continuation of a Term SOFR Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 12:00 noon Eastern time on the third U.S. Government Securities Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the Term SOFR Loans and portions thereof subject to such Continuation and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of the proposed Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any Term SOFR Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor, Continue as a Term SOFR Loan with an Interest Period of one month; provided, however that if a Default or Event of Default exists, such Loan will automatically, on the last day of the current Interest Period therefor, Convert into a

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Base Rate Loan notwithstanding the first sentence of Section 2.10. or the Borrower’s failure to comply with any of the terms of such Section.

 

Section 2.10. Conversion.

 

The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan may not be Converted into a SOFR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into SOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 12:00 noon Eastern time 3 Business Days (or, in the case of a Conversion into SOFR Loans, 3 U.S. Government Securities Business Days) prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a Term SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

 

Section 2.11. Notes.

 

(a) Notes. Except in the case of a Lender that has requested not to receive a Revolving Note, the Revolving Loans made by each Lender shall, in addition to this Agreement, also be evidenced by a Revolving Note, payable to the order of such Lender in a principal amount equal to the amount of its Commitment as originally in effect and otherwise duly completed. Except in the case of a Lender that has requested that it not receive a Bid Rate Note, the Bid Rate Loans made by a Lender to the Borrower shall, in addition to this Agreement, also be evidenced by a Bid Rate Note payable to the order of such Lender. The Swingline Loans made by each Swingline Lender to the Borrower shall, in addition to this Agreement, also be evidenced by a Swingline Note payable to the order of such Swingline Lender.

 

(b) Records. The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided, however, that (i) the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant to Section 3.8., in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant to Section 3.8. shall be controlling.

 

(c) Lost, Stolen, Destroyed or Mutilated Notes. Upon receipt by the Borrower of (i) written notice from a Lender that a Note of such Lender has been lost, stolen, destroyed or mutilated, and (ii)(A) in the case of loss, theft or destruction, an unsecured agreement of indemnity from such Lender in form reasonably satisfactory to the Borrower, or (B) in the case of mutilation, upon surrender and cancellation of such Note, the Borrower shall at its own expense execute and deliver to such Lender a new Note dated the date of such lost, stolen, destroyed or mutilated Note.

 

Section 2.12. Voluntary Reductions of the Commitment.

 

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The Borrower shall have the right to terminate or reduce the aggregate unused amount of the Commitments (for which purpose use of the Commitments shall be deemed to include the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of all outstanding Bid Rate Loans and Swingline Loans) at any time and from time to time without penalty or premium upon not less than five (5) Business Days prior written notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Commitments shall not be less than $5,000,000 and integral multiples of $5,000,000 in excess of that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent (“Commitment Reduction Notice”); provided, however, the Borrower may not reduce the aggregate amount of the Commitments below $100,000,000 unless the Borrower is terminating the Commitments in full. Promptly after receipt of a Commitment Reduction Notice the Administrative Agent shall notify each Lender of the proposed termination or Commitment reduction. The Commitments, once reduced pursuant to this Section, may not be increased (other than pursuant to the provisions of Section 2.16.), and the Commitments, once terminated pursuant to this Section, may not be reinstated. The Borrower shall pay all interest and fees on the Revolving Loans accrued to the date of such reduction or termination of the Commitments to the Administrative Agent for the account of the Lenders, including but not limited to any applicable compensation due to each Lender in accordance with Section 4.4.

 

Section 2.13. Extension of Termination Date.

 

The Borrower shall have the right, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii).

 

Section 2.14. Expiration Date of Letters of Credit Past Commitment Termination.

 

If on the date the Commitments are terminated or reduced to zero (whether voluntarily, by reason of the occurrence of an Event of Default or otherwise), there are any Letters of Credit outstanding hereunder with respect to which the Borrower has not complied with the conditions set forth in the second proviso of the second sentence of Section 2.3.(b), the Borrower shall, on such date, pay to the Administrative Agent,

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for its benefit and the benefit of the Lenders and the Issuing Banks, an amount of money sufficient to cause the balance of available funds on deposit in the Letter of Credit Collateral Account to equal the aggregate Stated Amount of such Letters of Credit for deposit into the Letter of Credit Collateral Account.

 

Section 2.15. Amount Limitations.

 

Notwithstanding any other term of this Agreement or any other Loan Document, no Lender shall be required to make a Loan, no Lender shall make any Bid Rate Loan, the Issuing Banks shall not be required to issue a Letter of Credit and no reduction of the Commitments pursuant to Section 2.12. shall take effect, if immediately after the making of such Loan, the issuance of such Letter of Credit or such reduction in the Commitments:

 

(a) the aggregate principal amount of all outstanding Revolving Loans, Bid Rate Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate amount of the Commitments at such time; or

 

(b) the aggregate principal amount of all outstanding Bid Rate Loans would exceed 50.0% of the aggregate amount of the Commitments at such time.

 

Section 2.16. Increase in Commitments.

 

The Borrower shall have the right to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $2,500,000,000 less the amount of any voluntary reduction of the Commitments pursuant to Section 2.12. Each such increase in the Commitments must be an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except

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for changes in factual circumstances specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such Lender’s Commitment at the time of the effectiveness of the applicable increase in the aggregate amount of the Commitments. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.16. any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent may reasonably request.

 

Section 2.17. Funds Transfer Disbursements.

 

The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement.

 

Section 2.18. Initial Benchmark Conforming Changes.

 

In connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of any Benchmark.

 

ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

 

Section 3.1. Payments.

 

(a) Payments by Borrower. Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim, to the Administrative Agent at the Principal Office, not later than 2:00 p.m. Eastern time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 10.5., the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of an Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to

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such Lender or such Issuing Bank, as the case may be, within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

 

(b) Presumptions Regarding Payments by Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent on demand that amount so distributed to such Lender or such Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Rate.

 

Section 3.2. Pro Rata Treatment.

 

Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Sections 2.1.(a), 2.3.(e) and 2.4.(e) shall be made from the Lenders, each payment of the fees under Sections 3.5.(a) and 3.5.(b), the first sentence of Section 3.5.(c), and Section 3.5.(e) shall be made for the account of the Lenders, and each termination or reduction of the amount of the Commitments under Section 2.12. shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (b) each payment or prepayment of principal of Revolving Loans shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Revolving Loans held by them, provided that, subject to Section 3.9., if immediately prior to giving effect to any such payment in respect of any Revolving Loans the outstanding principal amount of the Revolving Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Revolving Loans were made, then such payment shall be applied to the Revolving Loans in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Revolving Loans being held by the Lenders pro rata in accordance with their respective Commitments; (c) each payment of interest on Revolving Loans shall be made for the account of the Lenders, as applicable, pro rata in accordance with the amounts of interest on such Revolving Loans then due and payable to the respective Lenders; (d) the making, Conversion and Continuation of Revolving Loans of a particular Type (other than Conversions provided for by Sections 4.1.(c) and 4.5.) shall be made pro rata among the Lenders according to the amounts of their respective Revolving Loans and the then current Interest Period for each Lender’s portion of each such Loan of such Type shall be coterminous; (e) each prepayment of principal of Bid Rate Loans by the Borrower pursuant to Section 2.8.(b)(iii) shall be made for account of the Lenders then owed Bid Rate Loans pro rata in accordance with the respective unpaid principal amounts of the Bid Rate Loans then owing to each such Lender; (f) the Lenders’ participation in, and payment obligations in respect of, Swingline Loans under Section 2.4., shall be in accordance with their respective Commitment Percentages; and (g) the Lenders’ participation in, and payment obligations in respect of, Letters of Credit under Section 2.3., shall be in accordance with their respective Commitment Percentages. All payments of principal, interest, fees and other amounts in respect of the Swingline Loans shall be for the account of the applicable Swingline Lender only (except to the extent any Lender shall have acquired a participating interest in any such Swingline Loan pursuant to Section 2.4.(e), in which case such payments shall be pro rata in accordance with such participating interests).

 

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Section 3.3. Sharing of Payments, Etc.

 

If a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., as applicable, such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 10.5., as applicable. To such end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

 

Section 3.4. Several Obligations.

 

No Lender shall be responsible for the failure of any other Lender to make a Loan or to perform any other obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to make a Loan or to perform any other obligation to be made or performed by it hereunder shall not relieve the obligation of any other Lender to make any Loan or to perform any other obligation to be made or performed by such other Lender.

 

Section 3.5. Fees.

 

(a) Closing Fee. On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan fees as have been agreed to in writing by the Borrower and the Administrative Agent.

 

(b) Facility Fees. During the period from the Effective Date to but excluding the Termination Date, the Borrower agrees to pay to the Administrative Agent for the account of the Lenders a facility fee equal to the daily aggregate amount of the Commitments (whether or not utilized) times a rate per annum equal to the Applicable Facility Fee. Such fee shall be payable quarterly in arrears on the first day of each January, April, July and October during the term of this Agreement and on the Termination Date or any earlier date of termination of the Commitments or reduction of the Commitments to zero. The Borrower acknowledges that the fee payable hereunder is a bona fide commitment fee and is intended as reasonable compensation to the Lenders for committing to make funds available to the Borrower as described herein and for no other purposes.

 

(c) Letter of Credit Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a letter of credit fee at a rate per annum equal to the Applicable Margin for SOFR Loans times the daily average Stated Amount of each Letter of Credit for the period from and including the date of issuance of such Letter of Credit (x) to and including the date such Letter of Credit expires or is cancelled

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or (y) to but excluding the date such Letter of Credit is drawn in full. In addition to such fees, the Borrower shall pay to the applicable Issuing Bank solely for its own account, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank equal to one-eighth of one percent (0.125%) of the initial Stated Amount of such Letter of Credit; provided, however, in no event shall the aggregate amount of such fee in respect of any Letter of Credit be less than $1,000. The fees provided for in this subsection shall be nonrefundable and payable, in the case of the fee provided for in the first sentence, in arrears (i) quarterly on the first day of January, April, July and October, (ii) on the Termination Date, (iii) on the date the Commitments are terminated or reduced to zero and (iv) thereafter from time to time on demand of the Administrative Agent and in the case of the fee provided for in the second sentence, at the time of issuance of such Letter of Credit. The Borrower shall pay directly to the applicable Issuing Bank from time to time on demand all commissions, charges, costs and expenses in the amounts customarily charged or incurred by the applicable Issuing Bank from time to time in like circumstances with respect to the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or any other transaction relating thereto.

 

(d) Bid Rate Loan Fees. The Borrower agrees to pay to the Administrative Agent a fee equal to $2,000 at the time of each Bid Rate Quote Request made hereunder for services rendered by the Administrative Agent in connection with the Bid Rate Loans.

 

(e) Extension Fee. If the Borrower exercises its right to extend the Termination Date in accordance with Section 2.13., the Borrower agrees to pay to the Administrative Agent for the account of each Lender (x) upon a first request to extend the Termination Date by six months, a fee equal to three-fortieths of one percent (0.075%) of the amount of such Lender’s Commitment (whether or not utilized) at such time, and (y) upon a second request to extend the Termination Date for an additional six months, a fee equal to one-twentieth of one percent (0.050%) of the amount of such Lender’s Commitment (whether or not utilized) at such time. The extension fee set forth in clause (x) of the immediately preceding sentence shall be due and payable in full on the date the Administrative Agent receives a first Extension Request pursuant to such Section, and the extension fee set forth in clause (y) of the immediately preceding sentence shall be due and payable in full on the date the Administrative Agent receives a second Extension Request pursuant to such Section.

 

(f) Administrative and Other Fees. The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.

 

Section 3.6. Computations.

 

Unless otherwise expressly set forth herein, any accrued interest on any Loan, any Fees or any other Obligations due hereunder shall be computed on the basis of a year of 360 days and the actual number of days elapsed.

 

Section 3.7. Usury.

 

In no event shall the amount of interest due or payable on the Loans or other Obligations exceed the maximum rate of interest allowed by Applicable Law and, if any such payment is paid by the Borrower or any other Loan Party or received by any Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the respective Lender in writing that the Borrower elects to have such excess sum returned to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lenders not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under Applicable Law. The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower for the use of money in connection with this

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Agreement is and shall be the interest specifically described in Section 2.5.(a)(i) through (iv) and, with respect to Swingline Loans, in Section 2.4.(c). Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, facility fees, closing fees, letter of credit fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by the Administrative Agent or any Lender to third parties or for damages incurred by the Administrative Agent or any Lender, in each case, in connection with the transactions contemplated by this Agreement and the other Loan Documents, are charges made to compensate the Administrative Agent or any such Lender for underwriting or administrative services and costs or losses performed or incurred, and to be performed or incurred, by the Administrative Agent and the Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable when due.

 

Section 3.8. Statements of Account.

 

The Administrative Agent will account to the Borrower monthly with a statement of Loans, accrued interest and Fees, charges and payments made pursuant to this Agreement and the other Loan Documents, and such account rendered by the Administrative Agent shall be deemed conclusive upon the Borrower absent manifest error. The failure of the Administrative Agent to deliver such a statement of accounts shall not relieve or discharge the Borrower from any of its obligations hereunder.

 

Section 3.9. Defaulting Lenders.

 

Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

 

(a) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Requisite Lenders. The rights and remedies of the Borrower, the Administrative Agent, the Issuing Banks, the Swingline Lenders and the other Lenders against a Defaulting Lender under this Section are in addition to any other rights and remedies such parties may have against such Defaulting Lender under this Agreement, any of the Loan Documents, Applicable Law or otherwise.

 

(b) Defaulting Lender Waterfall. Any payment of principal, interest, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or any Swingline Lender hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with subsection (e) below; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender,

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any Issuing Bank or any Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit, in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Letter of Credit Liabilities owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Letter of Credit Liabilities owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letter of Credit Liabilities and Swingline Loans are held by the Lenders pro rata in accordance with their respective Commitment Percentages (determined without giving effect to the immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

 

(c) Certain Fees.

 

(i) No Defaulting Lender shall be entitled to receive the Fee payable under Section 3.5.(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such Fee to a Defaulting Lender that otherwise would have been required to have been paid to such Defaulting Lender).

 

(ii) Each Defaulting Lender shall be entitled to receive the Fee payable under Section 3.5.(c) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to the immediately following subsection (e).

 

(iii) With respect to any Fee not required to be paid to any Defaulting Lender pursuant to the immediately preceding clauses (i) or (ii), the Borrower shall (x) pay to each Non Defaulting Lender that portion of any such Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit Liabilities or Swingline Loans that has been reallocated to such Non Defaulting Lender pursuant to the immediately following subsection (d), (y) pay to each Issuing Bank and each Swingline Lender, as applicable, the amount of any such Fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or such Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such Fee.

 

(d) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letter of Credit Liabilities and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Commitment Percentages (determined without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 12.22., no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

 

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(e) Cash Collateral, Repayment of Swingline Loans.

 

(i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in this subsection, which prepayment and/or cash collateralization may be provided by a borrowing of Revolving Loans if the applicable conditions contained in Article V. would permit the making of Revolving Loans.

 

(ii) At any time that there shall exist a Defaulting Lender, within 1 Business Day following the written request of the Administrative Agent or the applicable Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the aggregate Fronting Exposure of such Issuing Bank with respect to Letters of Credit issued and outstanding at such time, which prepayment and/or cash collateralization may be provided by a borrowing of Revolving Loans if the applicable conditions contained in Article V. would permit the making of Revolving Loans.

 

(iii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Issuing Banks, and agree to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letter of Credit Liabilities, to be applied pursuant to the immediately following clause (iv). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the aggregate Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

 

(iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letter of Credit Liabilities (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

 

(v) Cash Collateral (or the appropriate portion thereof) provided to reduce an Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this subsection following (x) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (y) the determination by the Administrative Agent and the applicable Issuing Bank that there exists excess Cash Collateral; provided that, subject to the immediately preceding subsection (b), the Person providing Cash Collateral and the applicable Issuing Bank may (but shall not be obligated to) agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

 

(f) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lenders and the Issuing Banks agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent

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will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with their respective Commitment Percentages (determined without giving effect to the immediately preceding subsection (d)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to Fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

 

(g) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) each Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) each Issuing Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

 

Section 3.10. Taxes; Foreign Lenders.

 

(a) Issuing Banks. For purposes of this Section, the term “Lender” includes the Issuing Banks and the term “Applicable Law” includes FATCA.

 

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

 

(c) Payment of Other Taxes by the Borrower. The Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

 

(d) Indemnification by the Borrower. The Borrower and the other Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

 

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(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or another Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and the other Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.6. relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection. The provisions of this subsection shall continue to inure to the benefit of an Administrative Agent following its resignation as Administrative Agent.

 

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority pursuant to this Section, the Borrower or such other Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

 

(g) Status of Lenders.

 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately following clauses (ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

 

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

 

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax;

 

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(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

 

(I) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-8BEN, or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

 

(II) an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-8ECI;

 

(III) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit O-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of IRS Form W-8BEN or W-8BEN-E, as applicable,; or

 

(IV) to the extent a Foreign Lender is not the beneficial owner, an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit O-2 or Exhibit O-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit O-4 on behalf of each such direct and indirect partner;

 

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal

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withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

 

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

 

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

 

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section 3.10.), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.10. with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

 

(i) Survival. Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

 

(j) PATRIOT Act Notice; Compliance. In order for the Administrative Agent to comply with the PATRIOT Act, prior to any Lender or Participant that is organized under the laws of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender or Participant shall provide to the Administrative Agent, its name, address, tax identification number

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and/or such other identification information as shall be necessary for the Administrative Agent to comply with federal law.

 

(k) FATCA Determination. For purposes of determining withholding Taxes imposed under FATCA, from and after March 2, 2017, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

 

ARTICLE IV. YIELD PROTECTION, ETC.

 

Section 4.1. Additional Costs; Capital Adequacy.

 

(a) Capital Adequacy. If any Lender or any Participant determines that compliance with any law or regulation or with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) issued or taking effect after the Effective Date (including any Regulatory Change and, for the avoidance of doubt, giving effect to the last sentence of the definition thereof) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or such Participant, or any corporation controlling such Lender or such Participant, as a consequence of, or with reference to, such Lender’s Commitments or its making or maintaining Loans or participating in Letters of Credit below the rate which such Lender or such Participant or such corporation controlling such Lender or such Participant could have achieved but for such compliance (taking into account the policies of such Lender or such Participant or such corporation with regard to capital and liquidity), then the Borrower shall, from time to time, within thirty (30) days after written demand by such Lender or such Participant, pay to such Lender or such Participant additional amounts sufficient to compensate such Lender or such Participant or such corporation controlling such Lender or such Participant to the extent that such Lender or such Participant determines such increase in capital or liquidity is allocable to such Lender’s or such Participant’s obligations hereunder.

 

(b) Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, but without duplication, the Borrower shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any Loans bearing interest at a rate based on Adjusted Term SOFR or Adjusted Daily Simple SOFR (as used in this Section “Specified SOFR Loans”) or SOFR Margin Loans or its obligation to make any Specified SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such Specified SOFR Loans or SOFR Margin Loans or such obligation or the maintenance by such Lender of capital or liquidity in respect of its Specified SOFR Loans or SOFR Margin Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Specified SOFR Loans or SOFR Margin Loans or its Commitments (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on SOFR Loans or SOFR Margin Loans is determined to the extent utilized when determining Adjusted Term SOFR or Adjusted Daily Simple SOFR, as applicable, for such Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder), (iii) has or would have the effect of reducing the rate of return on capital of such

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Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy), or (iv) imposes on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender.

 

(c) Lender’s Suspension of SOFR Loans and SOFR Margin Loans. Without limiting the effect of the provisions of the immediately preceding subsection (a) and (b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on SOFR Loans or SOFR Margin Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes SOFR Loans or SOFR Margin Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, SOFR Loans and/or the obligation of a Lender that has outstanding a Bid Rate Quote to make SOFR Margin Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.5. shall apply).

 

(d) Additional Costs in Respect of Letters of Credit. Without limiting the obligations of the Borrower under the preceding subsections of this Section (but without duplication), if as a result of any Regulatory Change or any risk-based capital guideline or other requirement heretofore or hereafter issued by any Governmental Authority there shall be imposed, modified or deemed applicable any Tax (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes), reserve, special deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit and the result shall be to increase the cost to the applicable Issuing Bank of issuing (or any Lender of purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce any amount receivable by any Issuing Bank or any Lender hereunder in respect of any Letter of Credit, then, upon demand by such Issuing Bank or such Lender, the Borrower shall pay immediately to such Issuing Bank or, in the case of such Lender, to the Administrative Agent for the account of such Lender, from time to time as specified by such Issuing Bank or such Lender, such additional amounts as shall be sufficient to compensate such Issuing Bank or such Lender for such increased costs or reductions in amount.

 

(e) Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate any Lender for any such increased costs or reduced return incurred by such Lender more than one-hundred-eighty (180) days prior to such Lender’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is

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retroactive, then the one-hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).

 

Section 4.2. Suspension of SOFR Loans and SOFR Margin Loans.

 

(a) Circumstances Affecting SOFR Availability. Subject to clause (b) below, in connection with any request for a SOFR Loan, a Conversion to or Continuation thereof, a Bid Rate Quote with respect of a SOFR Margin Loan or otherwise, if for any reason (i) reasonable and adequate means do not exist for the ascertaining Adjusted Daily Simple SOFR pursuant to the definition thereof with respect to a proposed Daily Simple SOFR Loan or Adjusted Term SOFR for such Interest Period with respect to a proposed Term SOFR Loan or (ii) the Requisite Lenders shall determine that Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Loan during, with respect to Adjusted Term SOFR, such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make SOFR Loans (or SOFR Margin Loans in respect of an outstanding Bid Rate Quote) and the right of the Borrower to Convert any Loan to or Continue any Loan as a SOFR Loan shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent revokes any such notice. Upon receipt of such notice, the Borrower may revoke any pending request for the borrowing of, Conversion to or Continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such SOFR Loan together with accrued interest thereon (subject to Section 3.7)) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, on the last day of the then current Interest Period applicable to such Term SOFR Loan; or (B) Convert the then outstanding principal amount of each such SOFR Loan to a Base Rate Loan (with Base Rate determined other than by reference to Adjusted Term SOFR) (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, as of the last day of such Interest Period.

 

(b) Benchmark Replacement Setting.

 

(i) Benchmark Replacement.

 

(A) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Requisite Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 4.2.(b)(i)(A) will occur prior to the applicable Benchmark Transition Start Date.

 

(B) No Derivatives Contract shall be deemed to be a “Loan Document” for purposes of this Section 4.2.(b).

 

(ii) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding

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anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

 

(iii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 4.2.(b)(iv). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 4.2.(b), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.2.(b).

 

(iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if any then-current Benchmark is a term rate (including Adjusted Term SOFR) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

 

(v) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion to or Continuation of any affected SOFR Loans to be made, Converted or Continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted any such request into a request for a borrowing of or Conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

 

Section 4.3. Illegality.

 

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Notwithstanding any other provision of this Agreement, (a) if any Lender shall determine (which determination shall be conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain SOFR Loans hereunder and/or (b) if any Lender that has an outstanding Bid Rate Quote shall determine (which determination shall be conclusive and binding) that it is unlawful for such Lender to honor its obligation to make or maintain SOFR Margin Loans hereunder, then such Lender shall promptly notify the Borrower thereof (with a copy of such notice to the Administrative Agent) and such Lender’s obligation to make or Continue, or to Convert Loans of any other Type into, SOFR Loans shall be suspended and/or such Lender’s obligation to make SOFR Margin Loans shall be suspended, in each case, until such time as such Lender may again make and maintain SOFR Loans or SOFR Margin Loans (in which case the provisions of Section 4.5. shall be applicable).

 

Section 4.4. Compensation.

 

The Borrower shall pay to the Administrative Agent for the account of each Lender, upon the request of the Administrative Agent, such amount or amounts as the Administrative Agent shall determine in its sole discretion shall be sufficient to compensate such Lender for any loss, cost or expense attributable to:

 

(a) any payment or prepayment (whether mandatory or optional) of a SOFR Loan or a Bid Rate Loan, or Conversion of a Term SOFR Loan, made by such Lender for any reason (including, without limitation, acceleration) on a date other than the last day of the Interest Period for such Loan; or

 

(b) any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions precedent specified in Article 5.2. to be satisfied) to borrow a SOFR Loan or a Bid Rate Loan from such Lender on the date for such borrowing, or to Convert a Base Rate Loan into a SOFR Loan or Continue a Term SOFR Loan on the requested date of such Conversion or Continuation.

 

Not in limitation of the foregoing, such compensation shall include, without limitation, (i) in the case of a Term SOFR Loan, an amount equal to the then present value of (A) the amount of interest that would have accrued on such Term SOFR Loan for the remainder of the Interest Period at the rate applicable to such Term SOFR Loan, less (B) the amount of interest that would accrue on the same Term SOFR Loan for the same period if Adjusted Term SOFR were set on the date on which such Term SOFR Loan was repaid, prepaid or Converted or the date on which the Borrower failed to borrow, Convert or Continue such Term SOFR Loan, as applicable, calculating present value by using as a discount rate Adjusted Term SOFR quoted on such date and (ii) in the case of a Bid Rate Loan, the sum of such losses and expenses as the Lender or Designated Lender who made such Bid Rate Loan may reasonably incur by reason of such prepayment, including without limitation any losses or expenses incurred in obtaining, liquidating or employing deposits from third parties. Upon the Borrower’s request, the Administrative Agent shall provide the Borrower with a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. Any such statement shall be conclusive absent manifest error.

 

Section 4.5. Treatment of Affected Loans.

 

(a) If the obligation of any Lender to make SOFR Loans or to Continue, or to Convert Base Rate Loans into, SOFR Loans shall be suspended pursuant to Section 4.1.(c), Section 4.2. or Section 4.3. then such Lender’s SOFR Loans shall be automatically Converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, on the last day(s) of the then current Interest Period(s) for SOFR Loans (or, in the case of a Conversion required by Section 4.1.(c), Section 4.2., or Section 4.3. on such earlier date as such Lender may specify to the Borrower with

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a copy to the Administrative Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 4.1., Section 4.2. or Section 4.3. that gave rise to such Conversion no longer exist:

 

(i) to the extent that such Lender’s SOFR Loans have been so Converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s SOFR Loans shall be applied instead to its Base Rate Loans; and

 

(ii) all Loans that would otherwise be made or Continued by such Lender as SOFR Loans shall be made or Continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be Converted into SOFR Loans shall remain as Base Rate Loans.

 

If such Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 4.1.(c) or 4.3. that gave rise to the Conversion of such Lender’s SOFR Loans pursuant to this Section no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when SOFR Loans made by other Lenders are outstanding, then such Lender’s Base Rate Loans shall be automatically Converted, (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Term SOFR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding SOFR Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective Commitments.

 

(b) If the obligation of a Lender to make SOFR Margin Loans shall be suspended pursuant to Section 4.1.(c) or 4.2., then the SOFR Margin Loans of such Lender shall be automatically due and payable on such date as such Lender may specify to the Borrower by written notice with a copy to the Administrative Agent.

 

Section 4.6. Affected Lenders.

 

If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of any Lender to make SOFR Loans or to Continue, or to Convert Base Rate Loans into, SOFR Loans shall be suspended pursuant to Section 4.1.(b) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections or (c) a Lender becomes a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment to an Eligible Assignee subject to and in accordance with the provisions of Section 12.6.(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3. (j) that have not been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of such Affected Lender under this Section, but at no time shall the Administrative Agent, such Affected Lender nor any other Lender nor any Titled Agent be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without limitation, pursuant to Sections 3.10., 4.1. or 4.4.) with respect to any period up to the date of replacement.

 

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Section 4.7. Change of Lending Office.

 

Each Lender agrees that it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternate Lending Office with respect to any of its Loans affected by the matters or circumstances described in Sections 3.10., 4.1. or 4.3. to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation is not disadvantageous to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation to designate a Lending Office located in the United States of America.

 

Section 4.8. Assumptions Concerning Funding of SOFR Loans.

 

Calculation of all amounts payable to a Lender under this Article shall be made as though such Lender had actually funded SOFR Loans through the purchase of deposits in the relevant market bearing interest at the rate applicable to such SOFR Loans in an amount equal to the amount of the SOFR Loans and, in the case of Term SOFR Loans, having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its SOFR Loans in any manner it sees fit and the foregoing assumption shall be used only for calculation of amounts payable under this Article.

 

ARTICLE V. CONDITIONS PRECEDENT

 

Section 5.1. Initial Conditions Precedent.

 

The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:

 

(a) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:

 

(i) counterparts of this Agreement executed by each of the parties hereto;

 

(ii) Revolving Notes and Bid Rate Notes executed by the Borrower, payable to each applicable Lender (including any Designated Lender, if applicable), other than any Lender that has requested that it not receive a Note, and complying with the terms of Section 2.11.(a) and the Swingline Note executed by the Borrower;

 

(iii) the Guaranty executed by each of the Guarantors initially to be a party thereto;

 

(iv) an opinion of Foley & Lardner LLP, counsel to the Parent and the other Loan Parties, addressed to the Administrative Agent and the Lenders and covering the matters set forth in Exhibit O;

 

(v) the certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of each Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party;

 

(vi) a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as

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applicable) of each state in which such Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;

 

(vii) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing, Notices of Swingline Borrowing, requests for Letters of Credit, Notices of Conversion and Notices of Continuation;

 

(viii) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (B) all corporate, partnership, member or other necessary action taken by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party;

 

(ix) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending September 30, 2020;

 

(x) a Disbursement Instruction Agreement effective as of the Agreement Date;

 

(xi) evidence that the Fees, if any, then due and payable under Section 3.5., together with all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;

 

(xii) such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and

 

(b) In the good faith judgment of the Administrative Agent:

 

(i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Parent and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has had or could reasonably be expected to result in a Material Adverse Effect;

 

(ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;

 

(iii) the Parent and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any agreement, document or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound, except for such approvals, consents, waivers, filings and notices the receipt, making or giving of

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which could not reasonably be likely to (1) have a Material Adverse Effect, or (2) restrain, enjoin or impose materially burdensome conditions on, or otherwise materially and adversely affect the ability of the Parent, the Borrower or any other Loan Party to fulfill its obligations under the Loan Documents to which it is a party;

 

(iv) the Administrative Agent and the Lenders shall have received, at least five (5) Business Days prior to the Agreement Date, all documentation and other information requested by the Administrative Agent or any Lender or required by regulatory authorities in order for the Administrative Agent and the Lenders to comply with requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and any applicable “know your customer” rules and regulations;

 

(v) the Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case at least five (5) Business Days prior to the Agreement Date; and

 

(vi) there shall not have occurred or exist any material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Loan Documents.

 

Section 5.2. Conditions Precedent to All Loans and Letters of Credit.

 

The obligations of (i) Lenders to make any Loans and (ii) the Issuing Banks to issue Letters of Credit are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.15. would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party (excluding in the case of any Credit Event occurring after the Effective Date, the representations and warranties contained in clause (i) of Section 6.1.(h) and in the first sentence of Section 6.1.(k)), shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder and (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing, or in the case of a Swingline Loan, the Administrative Agent and applicable Swingline Lender shall have received a timely Notice of Swingline Borrowing.

 

Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such Loan or issuing of such Letter of Credit contained in this Article V. that have not been waived in accordance with the terms of this Agreement have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by

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such Lender to the Administrative Agent and the other Lenders that the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

 

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

 

Section 6.1. Representations and Warranties.

 

In order to induce the Administrative Agent and each Lender to enter into this Agreement and to make Loans and, in the case of an Issuing Bank, to issue Letters of Credit, each of the Parent and the Borrower represents and warrants to the Administrative Agent, each Issuing Bank and each Lender, on the Effective Date, on each Representation and Warranty Date and on each other date as may be expressly set forth in the Loan Documents as follows:

 

(a) Organization; Power; Qualification. Each of the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing is a corporation, partnership or other legal entity, duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, partnership or other legal entity, and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have, in each instance, a Material Adverse Effect. None of the Borrower, any other Loan Party or any other Subsidiary is an EEA Financial Institution.

 

(b) Ownership Structure. Part I of Schedule 6.1.(b) is, as of the Agreement Date, a complete and correct list of all Subsidiaries of the Parent, setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. As of the Agreement Date, except as disclosed in such Schedule (A), each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens of the type described in clause (e) of the definition of the term “Permitted Liens”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (B) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (C) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Agreement Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent.

 

(c) Authorization of Loan Documents and Borrowings. The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Parent, the Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents and the Fee Letter to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents and the Fee Letter to which the Parent, the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against

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such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein or therein and as may be limited by equitable principles generally.

 

(d) Compliance of Loan Documents with Laws. The execution, delivery and performance of this Agreement, the other Loan Documents to which any Loan Party is a party and of the Fee Letter in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under (1) the organizational documents of any Loan Party, or (2) any indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound, the violation of which indenture, agreement or other instrument could reasonably be expected to have a Material Adverse Effect; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders and the Issuing Banks.

 

(e) Compliance with Law; Governmental Approvals. Each of the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

 

(f) Properties; Liens. Contained in the 10-Q of the Parent filed with the Securities and Exchange Commission on November 6, 2020 is, as of the date of such filing, a complete and correct listing of all real estate assets of the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing, setting forth, for each such Property, the current occupancy status of such Property and whether such Property is a Development Property and, if such Property is a Development Property, the status of completion of such Property. Each of the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing has good, marketable and legal title to, or a valid leasehold interest in, its respective real estate assets and good title to its other assets. Each Property included in the calculations of Unencumbered Asset Value and Unencumbered NOI satisfies all requirements under the Loan Documents for being an Eligible Property.

 

(g) Existing Indebtedness. Contained in the 10-Q of the Parent filed with the Securities and Exchange Commission on November 6, 2020 is, as of the date of such filing, a complete and correct listing of all Indebtedness (including all Guarantees) of each of the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing, and if such Indebtedness is secured by any Lien, a description of all of the property subject to such Lien. As of such filing date, the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing have performed and are in compliance with all of the terms of such Indebtedness and all instruments and agreements relating thereto, and no default or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute a default or event of default, exists with respect to any such Indebtedness, except for such non-compliance, default and/or event of default as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

(h) Litigation. Except as set forth on Schedule 6.1.(h), there are no actions, suits or proceedings pending (nor, to the knowledge of any Loan Party, are there any actions, suits or proceedings threatened, nor, to the knowledge of any Loan Party, is there any basis therefor) against or in any other way relating adversely to or affecting the Parent, the Borrower, any other Loan Party, any other Subsidiary or any of

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their respective property in any court or before any arbitrator of any kind or before or by any other Governmental Authority which, (i) could reasonably be expected to have a Material Adverse Effect or (ii) in any manner draws into question the validity or enforceability of any Loan Document or the Fee Letter. There are no strikes, slow downs, work stoppages or walkouts or other labor disputes in progress or threatened relating to any Loan Party or any other Subsidiary which could reasonably be expected to have a Material Adverse Effect.

 

(i) Taxes. All federal, state and other material tax returns of the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing required by Applicable Law to be filed have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 7.6. As of the Agreement Date, none of the United States income tax returns of the Parent, the Borrower, any other Loan Party, or any of the respective Subsidiaries of any of the foregoing is under audit. All charges, accruals and reserves on the books of the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing in respect of any taxes or other governmental charges are in accordance with GAAP.

 

(j) Financial Statements. The Parent has furnished to each Lender copies of the audited consolidated balance sheet of the Parent and its Consolidated Subsidiaries for the fiscal years ended December 31, 2018 and December 31, 2019, and the related audited consolidated statements of operations, shareholders’ equity and cash flow for the fiscal years ended on such dates, with the opinion thereon of KPMG LLP. Such financial statements (including in each case related schedules and notes) are complete and correct in all material respects and present fairly, in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Parent and its Consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods. Neither the Parent nor any of its Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be required in accordance with GAAP to be set forth in its financial statements or notes thereto, which are not referred to or reflected or provided for in said financial statements.

 

(k) No Material Adverse Change. Since December 31, 2019, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. Each of the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing is Solvent.

 

(l) ERISA.

 

(i) Each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws in all material respects. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such

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prototype plan. To the best knowledge of the Parent and the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter.

 

(ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. As of the most recent valuation date, the “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $10,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715.

 

(iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of the Parent or the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

 

(m) Absence of Default. None of the Loan Parties or any of the other Subsidiaries is in default under its certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents, and no event has occurred, which has not been remedied, cured or waived: (i) which constitutes a Default or an Event of Default; or (ii) which constitutes, or which with the passage of time, the giving of notice, or both, would constitute, a default or event of default by, any Loan Party or any other Subsidiary under any agreement (other than this Agreement) or judgment, decree or order to which any such Person is a party or by which any such Person or any of its respective properties may be bound where such default or event of default could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

(n) Environmental Laws. Each of the Parent, the Borrower, other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing: (i) is in compliance with all Environmental Laws applicable to its business, operations and the Properties, (ii) has obtained all Governmental Approvals which are required under Environmental Laws, and each such Governmental Approval is in full force and effect, and (iii) is in compliance with all terms and conditions of such Governmental Approvals, where with respect to each of the immediately preceding clauses (i) through (iii) the failure to obtain or to comply could reasonably be expected to have a Material Adverse Effect. Except for any of the following matters that could not reasonably be expected to have a Material Adverse Effect, neither the Parent nor the Borrower is aware of, nor has any Loan Party or any Subsidiary received notice of, any past or present events, conditions, circumstances, activities, practices, incidents, actions or plans which, with respect to any Loan Party or any of the respective Subsidiaries of any Loan Party, could reasonably be expected to unreasonably interfere with or prevent compliance or continued compliance with Environmental Laws, or could reasonably be expected to give rise to any common-law or legal liability, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling or the emission, discharge, release or threatened release into the environment, or any Hazardous Material. There is no civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, notice of violation, investigation, or proceeding pending, or, to the Parent’s or the Borrower’s knowledge, threatened, against any Loan Party or any respective Subsidiary of any Loan Party relating in any way to Environmental Laws which, reasonably could be expected to have a Material Adverse Effect. None of the Properties is listed on or proposed for listing on the National Priority List promulgated pursuant to the

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Comprehensive Environmental Response, Compensation and Liability Act of 1980 and its implementing regulations, or any state or local priority list promulgated pursuant to any analogous state or local law. To the Parent’s and/or the Borrower’s knowledge, no Hazardous Materials generated at or transported from the Properties are or have been transported to, or disposed of at, any location that is listed or proposed for listing on the National Priority List or any analogous state or local priority list, or any other location that is or has been the subject of a clean-up, removal or remedial action pursuant to any Environmental Law, except to the extent that such transportation or disposal could not reasonably be expected to result in a Material Adverse Effect.

 

(o) Investment Company. None of the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of any of the foregoing is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (ii) subject to any other Applicable Law which purports to regulate or restrict its ability to borrow money or obtain other extensions of credit or to consummate the transactions contemplated by this Agreement or to perform its obligations under any Loan Document to which it is a party.

 

(p) Margin Stock. None of the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of any of the foregoing is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.

 

(q) Affiliate Transactions. None of the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of any of the foregoing is a party to or bound by any agreement or arrangement with any Affiliate except as permitted by Section 9.8.

 

(r) Intellectual Property. Each of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “Intellectual Property”) necessary to the conduct of its businesses, without known conflict with any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade secret, trade name, copyright, or other proprietary right of any other Person. All such Intellectual Property is fully protected and/or duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filing or issuances. No material claim has been asserted by any Person with respect to the use of any such Intellectual Property by the Parent, the Borrower, any other Loan Party, or any of the respective Subsidiaries of any of the foregoing, or challenging or questioning the validity or effectiveness of any such Intellectual Property. The use of such Intellectual Property by the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing does not infringe on the rights of any Person, subject to such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part of the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of any of the foregoing that could reasonably be expected to have a Material Adverse Effect.

 

(s) Business. As of the Agreement Date, the Parent, the Borrower, the other Loan Parties, if any, and the respective Subsidiaries of each of the foregoing are engaged in the business of owning, managing and developing community and neighborhood shopping centers, together with other business activities incidental thereto.

 

(t) Broker’s Fees. No broker’s or finder’s fee, commission or similar compensation will be payable with respect to the transactions contemplated hereby. No other similar fees or commissions will be payable by any Loan Party for any other services rendered to the Parent, the Borrower, the other Loan Parties, if

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any, or any of the respective Subsidiaries of any of the foregoing ancillary to the transactions contemplated hereby.

 

(u) Accuracy and Completeness of Information. None of the written information, reports and other papers and data (excluding financial projections and other forward looking statements), taken as a whole as of the delivery date thereof, furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of any of the foregoing, in connection with or relating in any way to this Agreement, contained any untrue statement of a fact material to the creditworthiness of the Parent, the Borrower, any other Loan Parties, if any, or any of the respective Subsidiaries of the foregoing, or omitted to state a material fact necessary in order to make such statements contained therein, in light of the circumstances under which they were made, not misleading. All financial statements furnished to the Administrative Agent or any Lender by, on behalf of, or at the direction of, the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of each of the foregoing in connection with or relating an any way to this Agreement present fairly, in accordance with GAAP consistently applied throughout the periods involved, the financial position of the Persons involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes resulting from normal year end audit adjustments and absence of full footnote disclosure). All financial projections and other forward looking statements prepared by or on behalf of the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of any of the foregoing that have been or may hereafter be made available to the Administrative Agent or any Lender were prepared in good faith based on reasonable assumptions, it being understood that projections as to future events are not viewed as facts and that the actual results may vary from such projections and such variances may be material. No fact is known to any Loan Party which has had, or could reasonably be expected to have (so far as any Loan Party can reasonably foresee), a Material Adverse Effect which has not been set forth in the financial statements referred to in Section 6.1.(j) or in such information, reports or other papers or data or otherwise disclosed in writing to the Administrative Agent and the Lenders, including, without limitation, pursuant to Section 8.4.(h).

 

(v) Not Plan Assets; No Prohibited Transactions. None of the assets of the Parent, the Borrower, any other Loan Party or any other Subsidiary constitutes “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

 

(w) Anti-Corruption Laws and Sanctions; Anti-Money Laundering Laws.

 

(i) None of (A) the Parent, the Borrower, any Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, or employees or (B) to the knowledge of the Borrower, any agent or representative of the Parent, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Loans, (I) is a Sanctioned Person or currently the subject or target of any Sanctions, (II) has its assets located in a Sanctioned Country, (III) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (IV) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.

 

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(ii) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Parent, the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

 

(iii) Each of the Parent, the Borrower and its Subsidiaries, and, to the knowledge of the Borrower, director, officer and employee of the Parent, the Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.

 

(iv) No proceeds of any Loan or Letter of Credit have been used by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents directly or, to the knowledge of the Borrower, indirectly, in violation of Section 9.12.

 

(x) REIT Status. The Parent qualifies as, and has elected to be treated as, a REIT and is in compliance with all requirements and conditions imposed under the Internal Revenue Code to allow the Parent to maintain its status as a REIT.

 

Section 6.2. Survival of Representations and Warranties, Etc.

 

All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of each Representation and Warranty Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances expressly and specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

 

ARTICLE VII. AFFIRMATIVE COVENANTS

 

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.7., all of the Lenders) shall otherwise consent in the manner provided for in Section 12.7., the Parent and the Borrower shall comply with the following covenants:

 

Section 7.1. Preservation of Existence and Similar Matters.

 

Except as otherwise permitted under Section 9.4., the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, preserve and maintain its respective existence, rights, franchises, licenses and privileges in the jurisdiction of its incorporation or formation and qualify and remain qualified and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification and authorization and where the failure to be so authorized and qualified could reasonably be expected to have a Material Adverse Effect.

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Section 7.2. Compliance with Applicable Law and Material Contracts.

 

(a) The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with (a) all Applicable Law, including the obtaining of all Governmental Approvals, the failure with which to comply or obtain could reasonably be expected to have a Material Adverse Effect, and (b) all terms and conditions of all contracts and other written agreements to which it is a party if any such non-compliance could reasonably be expected to have a Material Adverse Effect.

 

(b) The Borrower shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent, the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, (i) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

 

Section 7.3. Maintenance of Property.

 

In addition to the requirements of any of the other Loan Documents, the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, (a) protect and preserve all of its respective material properties, including, but not limited to, all Intellectual Property necessary to the conduct of its respective business, and maintain in good repair, working order and condition all tangible properties, ordinary wear and tear and obsolescence excepted, and (b) from time to time make or cause to be made all needed and appropriate repairs, renewals, replacements and additions to such properties, so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

 

Section 7.4. Conduct of Business.

 

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, carry on its respective businesses as described in Section 6.1.(s) and not enter into any line of business not otherwise engaged in by such Person as of the Agreement Date.

 

Section 7.5. Insurance.

 

In addition to the requirements of any of the other Loan Documents, the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, maintain insurance (on a replacement cost basis) with financially sound and reputable insurance companies against such risks and in such amounts as is customarily maintained by Persons engaged in similar businesses or as may be required by Applicable Law. The Parent and the Borrower shall from time to time deliver to the Administrative Agent upon request a detailed list, together with copies of all policies of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered.

 

Section 7.6. Payment of Taxes and Claims.

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The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, pay and discharge when due (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which, if unpaid, might become a Lien on any properties of such Person; provided, however, that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings which operate to suspend the collection thereof and for which adequate reserves have been established on the books of such Person in accordance with GAAP.

 

Section 7.7. Books and Records; Inspections.

 

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit representatives of the Administrative Agent or any Lender to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants (in the presence of an officer of the Parent if an Event of Default does not then exist), all at such reasonable times during business hours and as often as may reasonably be requested and so long as no Event of Default exists, with reasonable prior notice. The Parent and the Borrower shall be obligated to reimburse the Administrative Agent and the Lenders for their costs and expenses incurred in connection with the exercise of their rights under this Section only if such exercise occurs while a Default or Event of Default exists. If requested by the Administrative Agent during the existence of a Default or Event of Default, the Parent and the Borrower shall execute an authorization letter addressed to its accountants authorizing the Administrative Agent or any Lender to discuss the financial affairs of the Parent and the Borrower, any other Loan Party or any other Subsidiary with the Parent’s and the Borrower’s accountants.

 

Section 7.8. Use of Proceeds.

 

The Borrower will use the proceeds of Loans only (a) for the payment of pre-development and development costs incurred in connection with Properties owned by the Borrower or any Subsidiary; (b) to finance acquisitions otherwise permitted under this Agreement; (c) to finance capital expenditures and the repayment of Indebtedness of the Borrower and its Subsidiaries; and (d) to provide for the general working capital needs of the Borrower and its Subsidiaries and for other general corporate purposes of the Borrower and its Subsidiaries. The Borrower shall only use Letters of Credit for the same purposes for which it may use the proceeds of Loans.

 

Section 7.9. Environmental Matters.

 

The Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Environmental Laws the failure with which to comply could reasonably be expected to have a Material Adverse Effect. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

 

Section 7.10. Further Assurances.

 

At the Borrower’s cost and expense and upon request of the Administrative Agent, the Parent and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, duly execute and

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deliver or cause to be duly executed and delivered, to the Administrative Agent such further instruments, documents and certificates, and do and cause to be done such further acts that may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Agreement and the other Loan Documents.

 

Section 7.11. REIT Status.

 

The Parent shall maintain its status as, and election to be treated as, a REIT under the Internal Revenue Code.

 

Section 7.12. Exchange Listing.

 

The Parent shall maintain at least one class of common shares of the Parent having trading privileges on the New York Stock Exchange or the American Stock Exchange or which is subject to price quotations on The NASDAQ Stock Market’s National Market System.

 

Section 7.13. Guarantors.

 

(a) Within 5 Business days following the date on which any of the following conditions applies to any Subsidiary or Unconsolidated Affiliate that is not already a Guarantor, the Parent and the Borrower shall cause such Subsidiary or Unconsolidated Affiliate to execute and deliver an Accession Agreement and the items that would have been delivered under subsections (iv) through (viii) and (xiii) of Section 5.1.(a) if such Subsidiary or Unconsolidated Affiliate had been a Guarantor on the Agreement Date:

 

(i) such Person Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of (1) the Parent; (2) the Borrower; (3) any other Subsidiary of the Parent, the Borrower or any other Person (except (x) in the case of an Unconsolidated Affiliate Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Unconsolidated Affiliate and (y) in the case of an Excluded Subsidiary Guaranteeing, or otherwise becoming obligated in respect of, Indebtedness of another Excluded Subsidiary); or

 

(ii) such Person is an RD Entity, unless the Unencumbered Asset Value attributable to Eligible Properties owned by Non-Guarantors (including such RD Entity) does not exceed 10.0% of the Unencumbered Asset Value.

 

(b) The Borrower may request in writing that the Administrative Agent release a Guarantor from the Guaranty, and upon receipt of such written request by the Administrative Agent, such Guarantor shall be automatically released from the Guaranty without the need for the execution or delivery of any other document by any other Person so long as the Borrower provides a written certificate together with such written notice certifying that: (i) such Guarantor is not the Parent; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; and (iv) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in

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all respects) on and as of such earlier date) and except for changes in factual circumstances expressly permitted under the Loan Documents.

 

ARTICLE VIII. INFORMATION

 

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.7., all of the Lenders) shall otherwise consent in the manner set forth in Section 12.7., the Parent or the Borrower, or the Parent and the Borrower, as applicable, shall furnish to the Administrative Agent for distribution to each of the Lenders:

 

Section 8.1. Quarterly Financial Statements.

 

As soon as available and in any event within 10 days after the same is required to be filed with the Securities and Exchange Commission (but in no event later than 50 days after the end of each of the first, second and third fiscal quarters of the Parent) commencing with the fiscal quarter ending March 31, 2021, the unaudited consolidated balance sheet of the Parent and its Consolidated Subsidiaries as at the end of such period and the related unaudited consolidated statements of operations, and cash flows of the Parent and its Consolidated Subsidiaries for such period, setting forth in each case in comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified by the chief executive officer or chief financial officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent and its Consolidated Subsidiaries as at the date thereof and the results of operations for such period (subject to normal year end audit adjustments).

 

Section 8.2. Year End Statements.

 

As soon as available and in any event within 10 days after the same is required to be filed with the Securities and Exchange Commission (but in no event later than 90 days after the end of each fiscal year of the Parent) commencing with the fiscal year ending December 31, 2020, the audited consolidated balance sheet of the Parent and its Consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Parent and its Consolidated Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief executive officer or chief financial officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Parent and its Consolidated Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon of KPMG LLP or any other independent certified public accountants of recognized national standing acceptable to the Administrative Agent, whose report shall be unqualified and in scope and substance satisfactory to the Requisite Lenders.

 

Section 8.3. Compliance Certificate.

 

At the time the financial statements are furnished pursuant to Sections 8.1. and 8.2., a certificate substantially in the form of Exhibit P (a “Compliance Certificate”) executed on behalf of the Parent by the chief financial officer of the Parent (a) setting forth in reasonable detail as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to establish whether the Parent was in compliance with the covenants contained in Section 9.1.; and (b) stating that no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default and its nature, when it occurred and the steps being taken by the Parent with respect to such event, condition or failure. Each Compliance Certificate shall include (i) a reasonably detailed list of all Properties included in the calculations of Unencumbered NOI and Unencumbered Asset Value for the fiscal period covered by such

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Compliance Certificate, (ii) statements of Funds From Operations and Core Operating Earnings for the fiscal period covered by such Compliance Certificate, (iii) a report listing Properties acquired in the most recently ended fiscal quarter setting forth for each such Property the purchase price and Net Operating Income for such Property and indicating whether such Property is collateral for any Indebtedness of the owner of such Property that is secured in any manner by any Lien and, if so, a description of such Indebtedness.

 

Section 8.4. Other Information.

 

(a) Promptly upon receipt thereof, copies of all reports, if any, submitted to the Parent or its Board of Directors by its independent public accountants including, without limitation, any management report;

 

(b) Within five (5) Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless requested by the Administrative Agent) and any registration statements on Form S 8 or its equivalent), reports on Forms 10 K, 10 Q and 8 K (or their equivalents) and all other periodic reports which any Loan Party or any other Subsidiary shall file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange;

 

(c) Promptly upon the mailing thereof to the shareholders of the Parent generally, copies of all financial statements, reports and proxy statements so mailed and promptly upon the issuance thereof copies of all press releases issued by the Parent, the Borrower, any other Subsidiary or any other Loan Party;

 

(d) If any ERISA Event shall occur that individually, or together with any other ERISA Event that has occurred, could reasonably be expected to have a Material Adverse Effect, a certificate of the chief executive officer or chief financial officer of the Parent setting forth details as to such occurrence and the action, if any, which the Parent or applicable member of the ERISA Group is required or proposes to take;

 

(e) As soon as available and in any event within 50 days after the end of the fourth fiscal quarter of the Parent, the annual plan of the Parent and its Consolidated Subsidiaries, which plan shall at least include capital and operating expense budgets, projections of sources and application of funds, a projected balance sheet, profit and loss projections of the Parent and its Consolidated Subsidiaries on a consolidated basis for the next succeeding fiscal year, all itemized in reasonable detail. The annual plan shall be accompanied by pro forma calculations, together with detailed assumptions, required to establish whether or not the Parent, and when appropriate, its Consolidated Subsidiaries, will be in compliance with the covenants contained in Section 9.1. at the end of each fiscal quarter of the next succeeding fiscal year. 9.1.

 

(f) To the extent any Loan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating to, or affecting, any Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which could reasonably be expected to have a Material Adverse Effect, and prompt notice of the receipt of notice that any United States income tax returns of any Loan Party or any other Subsidiary are being audited;

 

(g) A copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of the Parent or the Borrower promptly after the effectiveness thereof;

 

(h) Prompt notice of (i) any change in the senior management of the Parent, the Borrower, any other Loan Party, or any of the respective Subsidiaries of any of the foregoing, (ii) any change in the business,

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assets, liabilities, financial condition, results of operations or business prospects of any Loan Party or any other Subsidiary or (iii) the occurrence of any other event which, in the case of any of the immediately preceding clauses (i) through (iii), has had, or could reasonably be expected to have, a Material Adverse Effect;

 

(i) Promptly upon a Responsible Officer of the Parent or any Loan Party obtaining knowledge thereof, notice of the occurrence of any Default or Event of Default;

 

(j) Promptly upon a Responsible Officer of the Parent or any Loan Party obtaining knowledge thereof, notice of any order, judgment or decree for which the uninsured liability is in excess of $5,000,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets;

 

(k) Prompt notice if the Parent, the Borrower, any other Loan Party, or any Subsidiary of any of the foregoing receives notification from any Governmental Authority alleging violation of any Applicable Law or any inquiry shall have been received by the Parent, the Borrower, any other Loan Party, or any Subsidiary of the foregoing from any Governmental Authority which, in either case, could reasonably be expected to have a Material Adverse Effect;

 

(l) Promptly upon the request of the Administrative Agent, evidence of the Borrower’s calculation of the Ownership Share with respect to a Subsidiary or an Unconsolidated Affiliate, such evidence to be in form and detail satisfactory to the Administrative Agent;

 

(m) Promptly, upon any change in the Borrower’s Credit Rating, a certificate stating that the Borrower’s Credit Rating has changed and the new Credit Rating that is in effect;

 

(n) Promptly upon the request thereof, such other information and documentation required under applicable “know your customer” rules and regulations, the PATRIOT Act or any applicable Anti-Money Laundering Laws or Anti-Corruption Laws, in each case as from time to time reasonably requested by the Administrative Agent or any Lender;

 

(o) Promptly, and in any event within 3 Business Days after the Parent or the Borrower obtains knowledge thereof, written notice of the occurrence of any of the following: (i) the Parent, the Borrower, any Loan Party or any other Subsidiary shall receive notice that any violation of or noncompliance with any Environmental Law has or may have been committed or is threatened; (ii) the Parent, the Borrower, any Loan Party or any other Subsidiary shall receive notice that any administrative or judicial complaint, order or petition has been filed or other proceeding has been initiated, or is about to be filed or initiated against any such Person alleging any violation of or noncompliance with any Environmental Law or requiring any such Person to take any action in connection with the release or threatened release of Hazardous Materials; (iii) the Parent, the Borrower, any Loan Party or any other Subsidiary shall receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for any costs associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous Materials or any damages caused thereby; or (iv) the Parent, the Borrower, any Loan Party or any other Subsidiary shall receive notice of any other fact, circumstance or condition that could reasonably be expected to form the basis of an environmental claim, and the matters covered by notices referred to in any of the immediately preceding clauses (i) through (iv), whether individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

 

(p) Promptly upon the request of the Administrative Agent, the Derivatives Termination Value in respect of any Specified Derivatives Contract from time to time outstanding;

 

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(q) Written notice not later than public disclosure of any material acquisitions, dispositions, disposals, divestitures or similar transactions involving Property, the raising of additional equity or the incurring or repayment of Material Indebtedness by or with the Parent, the Borrower, any other Loan Party, or any of the respective Subsidiaries of any of the foregoing; and

 

(r) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the Parent, the Borrower, any other Loan Party, or any of the respective Subsidiaries of the foregoing as the Administrative Agent or any Lender may reasonably request.

 

Section 8.5. Electronic Delivery of Certain Information.

 

(a) Documents required to be delivered pursuant to the Loan Documents shall be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website such as www.sec.gov <http://www.sec.gov> or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply to (i) notices to any Lender (or any Issuing Bank) pursuant to Article II. and (ii) any Lender that has notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic communications. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered twenty-four (24) hours after the date and time on which the Administrative Agent or the Borrower posts such documents or the documents become available on a commercial website and the Administrative Agent or Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 12:00 noon Eastern time on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificate required by Section 8.3. to the Administrative Agent and shall deliver paper copies of any documents to the Administrative Agent or to any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Except for the certificates required by Section 8.3., the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.

 

(b) Documents required to be delivered pursuant to Article II. may be delivered electronically to a website provided for such purpose by the Administrative Agent pursuant to the procedures provided to the Borrower by the Administrative Agent.

 

 

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Section 8.6. Public/Private Information.

 

The Parent and the Borrower shall cooperate with the Administrative Agent in connection with the publication of certain materials and/or information provided by or on behalf of the Parent and/or the Borrower. Documents required to be delivered pursuant to the Loan Documents shall be delivered by or on behalf of the Parent and/or the Borrower to the Administrative Agent and the Lenders (collectively, “Information Materials”) pursuant to this Article and the Parent and/or the Borrower, as applicable, shall designate Information Materials (a) that are either available to the public or not material with respect to the Parent and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information”. The Administrative Agent, the Parent and the Borrower acknowledge and agree that the Parent is obligated to file reports under the Securities Act. All Information Materials filed with or furnished to the Securities and Exchange Commission pursuant to the Securities Act, or filed by, or on behalf of, the Parent with the Securities and Exchange Commission pursuant to the Securities Act, distributed by, or on behalf of, the Parent or the Borrower by press release through a widely disseminated news or wire service, or otherwise expressly designated by the Parent or the Borrower as Public Information are hereby designated as Public Information, and all other Information Materials are hereby designated as Private Information.

 

Section 8.7. USA Patriot Act Notice; Compliance.

 

The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act or any other Anti-Money Laundering Laws or Anti-Corruption Laws, each of them is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the PATRIOT Act or such Anti-Money Laundering Laws or Anti-Corruption Laws.

 

ARTICLE IX. NEGATIVE COVENANTS

 

For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required pursuant to Section 12.7., all of the Lenders) shall otherwise consent in the manner set forth in Section 12.7., the Parent and the Borrower shall comply with the following covenants:

 

Section 9.1. Financial Covenants.

 

(a) [Intentionally Omitted.]

 

(b) Ratio of Indebtedness to Total Asset Value. The Parent shall not permit the ratio of (i) Indebtedness of the Parent and its Consolidated Subsidiaries to (ii) Total Asset Value to exceed 0.60 to 1.00 as of the last day of any fiscal quarter; provided, however, that if such ratio is greater than 0.60 to 1.00 but is not greater than 0.65 to 1.00, then the Borrower shall be deemed to be in compliance with this Section 9.1.(b) so long as (a) the Borrower completed a Material Acquisition which resulted in such ratio (after giving effect to such Material Acquisition) exceeding 0.60 to 1.00 at any time during the fiscal quarter in which such Material Acquisition took place and at any time during the four subsequent consecutive fiscal quarters thereafter (“Total Leverage Ratio Increase Period”), (b) the Borrower has not maintained compliance with this Section 9.1.(b) in reliance on this proviso more than two times during the term of this Agreement, (c) at least one full fiscal quarter has elapsed between the end of the first Total Leverage Ratio Increase Period and the beginning of the second Total Leverage Ratio Increase Period and (d) such ratio (after giving effect to such Material Acquisition) is not greater than 0.65 to 1.00 at any time. For purposes of calculating such ratio, (A) Indebtedness shall be adjusted by deducting an amount equal to the lesser of

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(1) the amount by which Unrestricted Cash exceeds $30,000,000 and (2) the amount of Indebtedness that by its terms is scheduled to mature within 24 months, and (B) Total Asset Value shall be adjusted by deducting therefrom the amount by which Indebtedness is adjusted under the preceding clause (A).

 

(c) Ratio of Unsecured Indebtedness to Unencumbered Asset Value. The Parent shall not permit the ratio of (i) Unsecured Indebtedness of the Parent and its Consolidated Subsidiaries to (ii) Unencumbered Asset Value to exceed 0.60 to 1.00 as of the last day of any fiscal quarter; provided, however, that if such ratio is greater than 0.60 to 1.00 but is not greater than 0.65 to 1.00, then the Borrower shall be deemed to be in compliance with this Section 9.1.(c) so long as (a) the Borrower completed a Material Acquisition which resulted in such ratio (after giving effect to such Material Acquisition) exceeding 0.60 to 1.00 at any time during the fiscal quarter in which such Material Acquisition took place and at any time during the four subsequent consecutive fiscal quarters thereafter (“Unsecured Leverage Ratio Increase Period”), (b) the Borrower has not maintained compliance with this Section 9.1.(c) in reliance on this proviso more than two times during the term of this Agreement, (c) at least one full fiscal quarter has elapsed between the end of the first Unsecured Leverage Ratio Increase Period and the beginning of the second Unsecured Leverage Ratio Increase Period and (d) such ratio (after giving effect to such Material Acquisition) is not greater than 0.65 to 1.00 at any time.

 

(d) Ratio of Adjusted EBITDA to Fixed Charges. The Parent shall not permit the ratio of (i) Adjusted EBITDA of the Parent and its Consolidated Subsidiaries for the period of four fiscal quarters most recently ended to (ii) Fixed Charges for the period of four fiscal quarters most recently ended, to be less than 1.50 to 1.00 as of the last day of such period of four fiscal quarters.

 

(e) Ratio of Secured Indebtedness to Total Asset Value. The Parent shall not permit the ratio of (i) Secured Indebtedness of the Parent and its Consolidated Subsidiaries to (ii) Total Asset Value to exceed 0.35 to 1.00 as of the last day of any fiscal quarter. For purposes of calculating such ratio, (A) Secured Indebtedness shall be adjusted by deducting an amount equal to the lesser of (1) the amount by which Unrestricted Cash exceeds $30,000,000 and (2) the amount of Secured Indebtedness that by its terms is scheduled to mature within 24 months, and (B) Total Asset Value shall be adjusted by deducting therefrom the amount by which Secured Indebtedness is adjusted under the preceding clause (A).

 

(f) Ratio of Unencumbered NOI to Unsecured Interest Expense. The Parent shall not permit the ratio of (i) Unencumbered NOI for the period of four fiscal quarters most recently ended to (ii) Unsecured Interest Expense for the period of four fiscal quarters most recently ended, to be less than 1.75 to 1.00 as of the last day of such period of four fiscal quarters.

 

(g) [Intentionally Omitted.]

 

(h) Dividends and Other Restricted Payments. Subject to the following sentence, if a Default or Event of Default exists, the Borrower may only declare and make cash distributions to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 7.11. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person other than to the Borrower or any Subsidiary.

 

 

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Section 9.2. Negative Pledge.

 

(a) Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.

 

(b) Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in (i) an agreement (x) evidencing Indebtedness which the Parent, the Borrower, such Loan Party or such other Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale or (iii) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in the Loan Documents.

 

Section 9.3. Restrictions on Intercompany Transfers.

 

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrower or any Subsidiary; (b) pay any Indebtedness owed to the Borrower or any Subsidiary; (c) make loans or advances to the Borrower or any Subsidiary; or (d) transfer any of its property or assets to the Borrower or any Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions contained in any Loan Document or in any other agreement (A) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exist under this Agreement and (B) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents, (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrower, any other Loan Party or any Subsidiary in the ordinary course of business or (iii) with respect to clauses (a) through (d), in the case of a Subsidiary that is not a Wholly Owned Subsidiary, restrictions contained in the organizational documents of, or other agreements governing an Investment in, such Subsidiary arising after the date hereof to the effect that any such dividends, distributions, loans, advances or transfers of property must be on fair and reasonable terms and on an arm’s length basis.

 

Section 9.4. Merger, Consolidation, Sales of Assets and Other Arrangements.

 

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries,

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whether now owned or hereafter acquired; or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person; provided, however, that:

 

(i) any of the actions described in the immediately preceding clauses (a) through (c) (other than a merger that also constitutes an acquisition or Investment of the type described in the preceding clause (d)) may be taken with respect to any Subsidiary or any other Loan Party (other than the Borrower or the Parent) so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; notwithstanding the foregoing, any such Loan Party may enter into a transaction of merger that is not an acquisition or Investment of the type described in clause (d) above pursuant to which such Loan Party is not the survivor of such merger only if (A) the Borrower shall have given the Administrative Agent and the Lenders at least ten (10) Business Days’ prior written notice of such merger; (B) if the surviving entity is a Subsidiary and is required under Section 7.13. to become a Guarantor, within five (5) Business Days of consummation of such merger the survivor entity (if not already a Guarantor) shall have executed and delivered to the Administrative Agent an Accession Agreement, the other items required to be delivered under such Section, copies of all documents entered into by such Loan Party or the surviving entity to effectuate the consummation of such merger, including, but not limited to, articles of merger and the plan of merger, copies of any filings with the Securities and Exchange Commission in connection with such merger; and (C) such Loan Party and the surviving entity each takes such other action and delivers such other documents, instruments, opinions and agreements as the Administrative Agent may reasonably request;

 

(ii) during the term of this Agreement, (A) the Borrower may convey, sell, lease, sublease, transfer or otherwise dispose of assets (including capital stock or other securities of its Subsidiaries) to any other Person so long as the value of such assets does not in the aggregate together with the value of all other assets so conveyed, sold, leased, subleased, transferred or disposed up to such date, constitute a Substantial Amount and (B) the Parent may directly or indirectly convey, sell or transfer equity interests in the Borrower so long as, after giving effect to such conveyance, sale or transfer the Parent shall own and control at least sixty five percent (65.0%) of all partnership interests of the Borrower; provided that, (1) in the case of the foregoing clauses (A) and (B), immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 9.1. and (2)(x) in the case of the foregoing clause (A), if the Borrower conveys, sells, leases, subleases transfers or otherwise disposes of assets (including capital stock or other securities of its Subsidiaries) to any other Person the aggregate value of which, together with all other assets so conveyed, sold, leased, subleased, transferred or disposed in such calendar year, constitutes twenty percent (20.0%) or more of total consolidated assets of the Parent and its Subsidiaries determined on a consolidated basis at such time and (y) in the case of the foregoing clause (B), if the Parent directly or indirectly conveys, sells or transfers equity interests in the Borrower the aggregate amount of which, together with all other equity interests in the Borrower so conveyed, sold or transferred in such calendar year, constitutes twenty percent (20.0%) or more of all partnership interests of the Borrower, then (I) the Borrower shall have given the Administrative Agent and the Lenders at least thirty (30) days prior written notice of such sale, lease, sublease, transfer or other disposition and (II) at the time the Borrower gives notice pursuant to clause (I) above, the Parent shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 9.1., after giving effect to such conveyance, sale, lease, sublease, transfer or other disposition;

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(iii) a Person may merge with and into the Parent or the Borrower in the case of a merger that is not an acquisition or Investment of the type described in clause (d) above, so long as (A) the Parent or the Borrower, as the case may be, is the survivor of such merger, (B) immediately prior to such merger, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, (C) the Borrower shall have given the Administrative Agent and the Lenders at least ten (10) Business Days’ prior written notice of such merger (except that such prior notice shall not be required in the case of the merger of a Subsidiary with and into the Borrower) and (D) the Borrower shall have delivered to the Administrative Agent such data, certificates, reports, statements, opinions of counsel, documents or further information as the Administrative Agent or any Lender may reasonably request;

 

(iv) any Loan Party and any other Subsidiary may, directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person, so long as, in each case, (A) the Borrower shall have given the Administrative Agent and the Lenders at least thirty (30) days prior written notice of such consolidation, merger, acquisition, Investment; (B) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 9.1.; (C) in the case of a consolidation or merger involving the Parent, the Borrower or a Loan Party that owns an Eligible Property, the Parent, the Borrower or such Loan Party shall be the survivor thereof and (D) at the time the Borrower gives notice pursuant to clause (A) of this subsection, the Parent shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 9.1., after giving effect to such consolidation, merger, acquisition, Investment;

 

(v) the Parent, the Borrower, the other Loan Parties, if any, and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business; and

 

(vi) the Parent, the Borrower, the other Loan Parties, if any, and the other Subsidiaries may sell, transfer or dispose of assets among themselves.

 

Further, no Loan Party nor any Subsidiary, shall enter into any sale leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.

 

Section 9.5. Plans.

 

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, permit any of its respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Neither the Parent nor the Borrower shall cause or permit to occur, and neither the Parent or the Borrower shall permit any other member of the ERISA Group to cause or permit to occur, any ERISA Event if such ERISA Event could reasonably be expected to have a Material Adverse Effect.

 

 

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Section 9.6. Fiscal Year.

 

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or other Subsidiary to, change its fiscal year from that in effect as of the Agreement Date.

 

Section 9.7. Modifications of Organizational Documents.

 

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, amend, supplement, restate or otherwise modify its certificate or articles of incorporation or formation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

 

Section 9.8. Transactions with Affiliates.

 

Neither the Parent nor the Borrower shall permit to exist or enter into, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate, except transactions in the ordinary course of and pursuant to the reasonable requirements of the business of the Parent, the Borrower, such other Loan Party or such other Subsidiary and upon fair and reasonable terms which are no less favorable to the Borrower, such other Loan Party or such other Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate.

 

Section 9.9. Environmental Matters.

 

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party, any other Subsidiary or any other Person to, use, generate, discharge, emit, manufacture, handle, process, store, release, transport, remove, dispose of or clean up any Hazardous Materials on, under or from the Properties in violation of any Environmental Law or in a manner that could reasonably be expected to lead to any environmental claim or pose a risk to human health, safety or the environment, in each case, which violation, claim or risk could reasonably be expected to have a Material Adverse Effect. Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.

 

Section 9.10. Derivatives Contracts.

 

Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, enter into or become obligated in respect of Derivatives Contracts other than Derivatives Contracts entered into by the Parent, the Borrower, any such Loan Party or any such Subsidiary in the ordinary course of business and which establish an effective hedge in respect of liabilities, commitments or assets held or reasonably anticipated by the Parent, the Borrower, such other Loan Party or such other Subsidiary.

 

Section 9.11. Non-Guarantors.

 

Neither the Parent nor the Borrower shall permit the Unencumbered Asset Value attributable to Eligible Properties owned by Non-Guarantors to exceed 10.0% of the Unencumbered Asset Value.

 

 

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Section 9.12. Use of Proceeds.

 

The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any part of the proceeds of the Loans to (a) purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulation U or Regulation X of the Board of Governors of the Federal Reserve System) or (b) to extend credit to others for the purpose of purchasing or carrying any such margin stock. The Borrower shall not request any Loan or Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit, directly or, to the knowledge of the Borrower, indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

 

 

ARTICLE X. DEFAULT

 

Section 10.1. Events of Default.

 

Each of the following shall constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of Applicable Law or pursuant to any judgment or order of any Governmental Authority:

 

(a) Default in Payment. (i) The Borrower shall fail to pay (A) the principal amount of any Loan or any Reimbursement Obligation when due (whether upon demand, at maturity, by reason of acceleration or otherwise) or (B) any interest on any Loans, Fees or other Obligations owing by it when due (whether upon demand, at maturity, by reason of acceleration or otherwise), solely in the case of this clause (B), within five (5) Business Days of the due date therefor, or (ii) any Loan Party (other than the Borrower) shall fail to pay within five (5) Business Days of when due any payment obligation owing by such Loan Party under any Loan Document to which it is a party.

 

(b) Default in Performance.

 

(i) Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or observed and contained in Section 8.4.(i) or Article IX.; or

 

(ii) Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or any other Loan Document to which it is a party and not otherwise mentioned in this Section, and in the case of this subsection (b)(ii) only, such failure shall continue for a period of 30 days after the earlier of (x) the date upon which a Responsible Officer of the Parent or such other Loan Party obtains knowledge of such failure or (y) the date upon which the Borrower has received written notice of such failure from the Administrative Agent.

 

(c) Misrepresentations. Any written statement, representation or warranty made or deemed made by or on behalf of any Loan Party under this Agreement or under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement at any time furnished by, or at the direction of, any Loan Party to the Administrative Agent, any Issuing Bank or any Lender, shall at any time

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prove to have been incorrect or misleading in any material respect when furnished or made or deemed made.

 

(d) Indebtedness Cross Default.

 

(i) The Parent, the Borrower, any other Loan Party or any other Subsidiary shall fail to make any payment when due and payable, subject to any applicable grace or cure period, in respect of any Material Indebtedness; or

 

(ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid or repurchased prior to the stated maturity thereof; or

 

(iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity, provided that any requirement for notice or lapse of time or any other condition has been satisfied; or

 

(iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which the Parent, the Borrower, any Loan Party or any of other Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, having a Derivatives Termination Value in the aggregate amount of $50,000,000 or more.

 

The provisions of the immediately preceding clauses (ii) and (iii) shall not apply to any Secured Indebtedness accelerated or required to be repaid or repurchased prior to the stated maturity thereof as a result of a casualty with respect to, or condemnation of, the Property securing such Secured Indebtedness.

 

(e) Voluntary Bankruptcy Proceeding. The Parent, the Borrower, any other Loan Party or any other Material Subsidiary shall: (i) commence a voluntary case under the Bankruptcy Code or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of debts; (iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the immediately following subsection (f); (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership action for the purpose of effecting any of the foregoing.

 

(f) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against the Parent, the Borrower, any other Loan Party or any other Material Subsidiary in any court of competent jurisdiction seeking: (i) relief under the Bankruptcy Code or other federal bankruptcy laws (as now or

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hereafter in effect) or under any other Applicable Laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or composition or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person, or of all or any substantial part of the assets, domestic or foreign, of such Person, and in the case of either clause (i) or (ii) such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days, or an order granting the remedy or other relief requested in such case or proceeding (including, but not limited to, an order for relief under such Bankruptcy Code or such other federal bankruptcy laws) shall be entered.

 

(g) Revocation of Loan Documents. Any Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document or the Fee Letter to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document or the Fee Letter or any Loan Document or the Fee Letter shall cease to be in full force and effect (except as a result of the express terms thereof).

 

(h) Judgment. A judgment or order for the payment of money or for an injunction or other non-monetary relief shall be entered against the Parent, the Borrower, any other Loan Party, or any other Subsidiary by any court or other tribunal and (i) such judgment or order shall continue for a period of thirty (30) days without being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount of such judgment or order for which insurance has not been acknowledged in writing by the applicable insurance carrier (or the amount as to which the insurer has denied liability) exceeds, individually or together with all other such judgments or orders entered against the Loan Parties or any other Subsidiary, $50,000,000 (excluding any judgment or order in relation to Nonrecourse Indebtedness unless the judgment creditor’s recourse with respect to such judgment which does not remain limited to the assets securing such Nonrecourse Indebtedness is in excess of $50,000,000) or (B) in the case of an injunction or other non-monetary relief, such injunction or judgment or order could reasonably be expected to have a Material Adverse Effect.

 

(i) Attachment. A warrant, writ of attachment, execution or similar process shall be issued against any property of the Parent, the Borrower, any other Loan Party or any of the respective Subsidiaries of any of the foregoing, which exceeds, individually or together with all other such warrants, writs, executions and processes, $50,000,000 in amount and such warrant, writ, execution or process shall not be paid, discharged, vacated, stayed or bonded for a period of thirty (30) days; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of the Parent, the Borrower or any other Subsidiary.

 

(j) ERISA.

 

(i) Any ERISA Event shall have occurred that results or could reasonably be expected to result in liability to any member of the ERISA Group aggregating in excess of $25,000,000; or

 

(ii) As of the most recent valuation date, the “benefit obligation” of all Plans exceeds the “fair market value of plan assets” for such Plans by more than $25,000,000, all as determined, and with such terms defined, in accordance with FASB ASC 715.

 

(k) Loan Documents. An Event of Default (as defined therein) shall occur under any of the other Loan Documents, provided that any requirement for notice of lapse of time or any other condition has been satisfied.

 

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(l) Change of Control/Change in Management.

 

(i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.0% of the total voting power of the then outstanding voting stock of the Parent;

 

(ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12 month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office; or

 

(iii) If the Parent shall cease for any reason to be the general partner of the Borrower.

 

Section 10.2. Remedies Upon Event of Default.

 

Upon the occurrence of an Event of Default the following provisions shall apply:

 

(a) Acceleration; Termination of Facilities.

 

(i) Automatic. Upon the occurrence of an Event of Default specified in Sections 10.1.(e) or 10.1.(f), (1)(A) the principal of, and all accrued interest on, the Loans and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default for deposit into the Letter of Credit Collateral Account and (C) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically due and payable without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties, and (2) the Commitments and the Swingline Commitment and the obligation of the Issuing Banks to issue Letters of Credit hereunder, shall all immediately and automatically terminate.

 

(ii) Optional. If any other Event of Default shall exist, the Administrative Agent may, and at the direction of the Requisite Lenders shall: (1) declare (A) the principal of, and accrued interest on, the Loans and the Notes at the time outstanding, (B) an amount equal to the Stated Amount of all Letters of Credit outstanding as of the date of the occurrence of such Event of Default for deposit into the Letter of Credit Collateral Account and (C) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower on behalf of itself and the other Loan Parties, and (2) terminate the Commitments and the Swingline Commitment and the obligation of the Issuing Banks to issue Letters of Credit hereunder.

 

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(b) Loan Documents. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise any and all of its rights under any and all of the other Loan Documents.

 

c) Applicable Law. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise all other rights and remedies it may have under any Applicable Law.

 

(d) Appointment of Receiver. To the extent permitted by Applicable Law, the Administrative Agent and the Lenders shall be entitled to the appointment of a receiver for the assets and properties of the Parent, the Borrower and their Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the Obligations or the solvency of any party bound for its payment, to take possession of all or any portion the property and/or the business operations of the Parent, the Borrower and their Subsidiaries and to exercise such power as the court shall confer upon such receiver.

 

(e) Specified Derivatives Contract Remedies. Notwithstanding any other provision of this Agreement or other Loan Document, each Specified Derivatives Provider shall have the right, with prompt notice to the Administrative Agent, but without the approval or consent of or other action by the Administrative Agent or the Lenders, and without limitation of other remedies available to such Specified Derivatives Provider under contract or Applicable Law, to undertake any of the following: (a) to declare an event of default, termination event or other similar event under any Specified Derivatives Contract and to create an “Early Termination Date” (as defined therein) in respect thereof, (b) to determine net termination amounts in respect of any and all Specified Derivatives Contracts in accordance with the terms thereof, and to set off amounts among such contracts, (c) to set off or proceed against deposit account balances, securities account balances and other property and amounts held by such Specified Derivatives Provider pursuant to any Derivatives Support Document, including any “Posted Collateral” (as defined in any credit support annex included in any such Derivatives Support Document to which such Specified Derivatives Provider may be a party), and (d) to prosecute any legal action against the Parent, the Borrower, any other Loan Party or other Subsidiary to enforce or collect net amounts owing to such Specified Derivatives Provider pursuant to any Specified Derivatives Contract.

 

Section 10.3. Remedies Upon Default.

 

Upon the occurrence of a Default specified in Section 10.1.(f), the Commitments shall immediately and automatically terminate.

 

Section 10.4. Marshaling; Payments Set Aside.

 

None of the Administrative Agent, any Issuing Bank, any Lender or any Specified Derivatives Provider shall be under any obligation to marshal any assets in favor of any Loan Party or any other party or against or in payment of any or all of the Obligations or the Specified Derivatives Obligations. To the extent that any Loan Party makes a payment or payments to the Administrative Agent, any Issuing Bank, any Lender or any Specified Derivatives Provider, or the Administrative Agent, any Issuing Bank, any Lender or any Specified Derivatives Provider enforce their security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the Obligations or Specified Derivatives Obligations, or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

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Section 10.5. Allocation of Proceeds.

 

If an Event of Default exists, all payments received by the Administrative Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority:

 

(a) amounts due to the Administrative Agent, the Issuing Banks and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees;

 

(b) payments of interest on Swingline Loans;

 

(c) payments of interest on all other Loans and Reimbursement Obligations to be applied for the ratable benefit of the Lenders and the Issuing Banks;

 

(d) payments of principal of Swingline Loans;

 

(e) payments of principal of all other Loans, Reimbursement Obligations and other Letter of Credit Liabilities, to be applied for the ratable benefit of the Lenders and the Issuing Banks, as the case may be, in such order and priority as the Lenders and the Issuing Banks, as the case may be, may determine in their sole discretion; provided, however, to the extent that any amounts available for distribution pursuant to this subsection are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account;

 

(f) amounts due to the Administrative Agent and the Lenders pursuant to Sections 11.6. and 12.10.;

 

(g) payments of all other Obligations and other amounts due under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and

 

(h) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

 

Section 10.6. Letter of Credit Collateral Account.

 

(a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities and the other Obligations, the Borrower hereby pledges and grants to the Administrative Agent, for the ratable benefit of the Administrative Agent, the Issuing Banks and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Letter of Credit Collateral Account and the balances from time to time in the Letter of Credit Collateral Account (including the investments and reinvestments therein provided for below). The balances from time to time in the Letter of Credit Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the applicable Issuing Bank as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Letter of Credit Collateral Account shall be subject to withdrawal only as provided in this Section.

 

(b) Amounts on deposit in the Letter of Credit Collateral Account shall be invested and reinvested by the Administrative Agent in such Cash Equivalents as the Administrative Agent shall determine in its sole discretion. All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Administrative Agent for the ratable benefit of the Administrative Agent, the Issuing Banks and the Lenders; provided, that all earnings on such investments will be credited to and

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retained in the Letter of Credit Collateral Account. The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords other funds deposited with the Administrative Agent, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Letter of Credit Collateral Account.

 

(c) If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the Lenders authorize the Administrative Agent to use the monies deposited in the Letter of Credit Collateral Account to reimburse the applicable Issuing Bank for the payment made by such Issuing Bank to the beneficiary with respect to such drawing or the payee with respect to such presentment.

 

(d) If an Event of Default exists, the Administrative Agent may (and, if instructed by the Requisite Lenders, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such investments and reinvestments and apply the proceeds thereof to the Obligations in accordance with Section 10.5. Notwithstanding the foregoing, the Administrative Agent shall not be required to liquidate and release any such amounts if such liquidation or release would result in the amount available in the Letter of Credit Collateral Account to be less than the Stated Amount of all Extended Letters of Credit that remain outstanding.

 

(e) So long as no Default or Event of Default exists, and to the extent amounts on deposit in or credited to the Letter of Credit Collateral Account exceed the aggregate amount of the Letter of Credit Liabilities then due and owing, the Administrative Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower within 10 Business Days after the Administrative Agent’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of amount of the credit balances in the Letter of Credit Collateral Account as exceeds the aggregate amount of Letter of Credit Liabilities at such time. Upon the expiration, termination or cancellation of an Extended Letter of Credit for which the Lenders reimbursed (or funded participations in) a drawing deemed to have occurred under the fourth sentence of Section 2.4.(b) for deposit into the Letter of Credit Collateral Account but in respect of which the Lenders have not otherwise received payment for the amount so reimbursed or funded, the Administrative Agent shall promptly remit to the Lenders the amount so reimbursed or funded for such Extended Letter of Credit that remains in the Letter of Credit Collateral Account, pro rata in accordance with the respective unpaid reimbursements or funded participations of the Lenders in respect of such Extended Letter of Credit, against receipt but without any recourse, warranty or representation whatsoever. When all of the Obligations shall have been indefeasibly paid in full and no Letters of Credit remain outstanding, the Administrative Agent shall deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Letter of Credit Collateral Account.

 

(f) The Borrower shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Letter of Credit Collateral Account and investments and reinvestments of funds therein.

 

Section 10.7. Rescission of Acceleration by Requisite Lenders.

 

If at any time after acceleration of the maturity of the Loans and the other Obligations, the Borrower shall pay all arrears of interest and all payments on account of principal of the Obligations which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by

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Applicable Law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Defaults (other than nonpayment of principal of and accrued interest on the Obligations due and payable solely by virtue of acceleration) shall become remedied or waived to the satisfaction of the Requisite Lenders, then by written notice to the Borrower, the Requisite Lenders may elect, in the sole discretion of such Requisite Lenders, to rescind and annul the acceleration and its consequences. The provisions of the preceding sentence are intended merely to bind all of the Lenders to a decision which may be made at the election of the Requisite Lenders, and are not intended to benefit the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are satisfied.

 

Section 10.8. Performance by Administrative Agent.

 

If the Parent, the Borrower or any other Loan Party shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Administrative Agent may, after notice to the Borrower, perform or attempt to perform such covenant, duty or agreement on behalf of the Parent, the Borrower or such other Loan Party after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Administrative Agent, promptly pay any amount reasonably expended by the Administrative Agent in such performance or attempted performance to the Administrative Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

 

Section 10.9. Rights Cumulative.

 

(a) Generally. The rights and remedies of the Administrative Agent, the Issuing Banks, the Lenders and the Specified Derivatives Providers under this Agreement, each of the other Loan Documents, the Fee Letter and Specified Derivatives Contracts shall be cumulative and not exclusive of any rights or remedies which any of them may otherwise have under Applicable Law. In exercising their respective rights and remedies the Administrative Agent, the Issuing Banks, the Lenders and the Specified Derivatives Providers may be selective and no failure or delay by the Administrative Agent, any of the Issuing Banks, any of the Lenders or any of the Specified Derivatives Providers in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right.

 

(b) Enforcement by Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article X. for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any Issuing Bank or Swingline Lender from exercising the rights and remedies that inure to their benefit (solely in their capacity as an Issuing Bank or as a Swingline Lender, as the case may be) hereunder or under the other Loan Documents, (iii) any Specified Derivatives Provider from exercising the rights and remedies that inure to its benefit under any Specified Derivatives Contract, (iv) any Lender from exercising setoff rights in accordance with Section 12.4. (subject to the terms of Section 3.3.), or (v) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall

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have the rights otherwise ascribed to the Administrative Agent pursuant to Article X. and (y) in addition to the matters set forth in clauses (ii), (iv) and (v) of the preceding proviso and subject to Section 3.3., any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies available to it and as authorized by the Requisite Lenders.

 

 

ARTICLE XI. THE ADMINISTRATIVE AGENT

 

Section 11.1. Appointment and Authorization.

 

Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent”, “Administrative Agent”, “agent” and similar terms in the Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article VIII. that neither the Parent nor the Borrower is otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Parent, the Borrower, any other Loan Party or any other Affiliate of the Parent or the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

 

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Section 11.2. Wells Fargo as Lender.

 

Wells Fargo, as a Lender or as a Specified Derivatives Provider, as the case may be, shall have the same rights and powers under this Agreement and any other Loan Document and under any Specified Derivatives Contract, as the case may be, as any other Lender or Specified Derivatives Provider and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Wells Fargo in each case in its individual capacity. Wells Fargo and its Affiliates may each accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to, and generally engage in any kind of business with the Parent, the Borrower, any other Loan Party or any other Affiliate thereof as if it were any other bank and without any duty to account therefor to the Issuing Banks, other Lenders, or any other Specified Derivatives Providers. Further, the Administrative Agent and any Affiliate may accept fees and other consideration from the Parent and the Borrower for services in connection with this Agreement or any Specified Derivatives Contract, or otherwise without having to account for the same to the Issuing Banks, the other Lenders or any other Specified Derivatives Providers. The Issuing Banks and the Lenders acknowledge that, pursuant to such activities, Wells Fargo or its Affiliates may receive information regarding the Parent, the Borrower, other Loan Parties, other Subsidiaries and other Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them.

 

Section 11.3. Approvals of Lenders.

 

All communications from the Administrative Agent to any Lender requesting such Lender’s determination, consent or approval (a) shall be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue as to which such determination, approval or consent is requested, or shall advise such Lender where information, if any, regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved and (c) shall include, if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials provided to the Administrative Agent by the Parent and/or the Borrower in respect of the matter or issue to be resolved. Unless a Lender shall give written notice to the Administrative Agent that it specifically objects to the requested determination, consent or approval within ten (10) Business Days (or such lesser or greater period as may be specifically required under the express terms of the Loan Documents) of receipt of such communication, such Lender shall be deemed to have conclusively approved such requested determination, consent or approval. The provisions of this Section shall not apply to any amendment, waiver or consent regarding any of the matters described in Section 12.7.(b).

 

Section 11.4. Notice of Events of Default.

 

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative Agent has received notice from a Lender, the Parent or the Borrower referring to this Agreement, describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default.” If any Lender (excluding the Lender which is also serving as the Administrative Agent) becomes aware of any Default or Event of Default, it shall promptly send to the Administrative Agent such a “notice of default”. Further, if the Administrative Agent receives such a “notice of default,” the Administrative Agent shall give prompt notice thereof to the Lenders.

 

 

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Section 11.5. Administrative Agent’s Reliance.

 

Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the Parent, the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (a) makes any warranty or representation to any Lender, any Issuing Bank or any other Person, or shall be responsible to any Lender, any Issuing Bank or any other Person for any statement, warranty or representation made or deemed made by the Parent, the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Parent, the Borrower or other Persons, or to inspect the property, books or records of the Parent, the Borrower or any other Person; (c) shall be responsible to any Lender or any Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders, the Issuing Banks and the Specified Derivatives Providers in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment.

 

Section 11.6. Indemnification of Administrative Agent.

 

Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees to reimburse the

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Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out of pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out of pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

 

Section 11.7. Lender Credit Decision, Etc.

 

Each of the Lenders and the Issuing Banks expressly acknowledges and agrees that neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel, attorneys in fact or other Affiliates has made any representations or warranties to such Issuing Bank or such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries or Affiliates of the foregoing, shall be deemed to constitute any such representation or warranty by the Administrative Agent to any Issuing Bank or any Lender. Each of the Lenders and the Issuing Banks acknowledges that it has made its own credit and legal analysis and decision to enter into this Agreement and the transactions contemplated hereby, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent, or any of their respective officers, directors, employees, agents or counsel, and based on the financial statements of the Parent, the Borrower, the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the business and affairs of the Parent, the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents, the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as it has deemed appropriate. Each of the Lenders and the Issuing Banks also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Lender or counsel to the Administrative Agent or any of their respective officers, directors, employees and agents, and based on such review, advice, documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by the Parent, the Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, the Parent, the Borrower, the other Loan Parties, if any, or the respective Subsidiaries of any of the foregoing. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent under this Agreement or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender or any Issuing Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Parent, the Borrower, any other Loan Party or any other Affiliate thereof which may come into possession of the Administrative Agent or any of

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its officers, directors, employees, agents, attorneys in fact or other Affiliates. Each of the Lenders and the Issuing Banks acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender or any Issuing Bank.

 

Section 11.8. Successor Administrative Agent.

 

The Administrative Agent may (a) resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower or (b) be removed as administrative agent by all of the Lenders (other than the Lender then acting as Administrative Agent) and the Borrower upon 30 days’ prior written notice if the Administrative Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint a successor Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within 30 days after (a) the resigning Administrative Agent’s giving of notice of resignation, or (b) the Lenders’ giving of notice of removal, then the resigning or removed Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made to each Lender and the Issuing Banks directly until such time as a successor Administrative Agent has been appointed as provided for above in this Section; provided, further that such Lenders and the Issuing Banks so acting directly shall be and be deemed to be protected by all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such lender or Issuing Bank were itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Any resignation by an Administrative Agent shall also constitute the resignation as an Issuing Bank and as a Swingline Lender by the Lender then acting as Administrative Agent (the “Resigning Lender”). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (i) the Resigning Lender shall be discharged from all duties and obligations of an Issuing Bank and a Swingline Lender hereunder and under the other Loan Documents and (ii) any successor Issuing Bank shall issue letters of credit in substitution for all Letters of Credit issued by the Resigning Lender as an Issuing Bank outstanding at the time of such succession (which letters of credit issued in substitutions shall be deemed to be Letters of Credit issued hereunder) or make other arrangements satisfactory to the Resigning Lender to effectively assume the obligations of the Resigning Lender with respect to such Letters of Credit. After any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article XI. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the

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Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

 

Section 11.9. Titled Agents.

 

Each of the Syndication Agent, the Documentation Agents, the Senior Managing Agents, the Joint Lead Arrangers and the Joint Book Managers (each a “Titled Agent”) in each such respective capacity, assumes no responsibility or obligation hereunder, including, without limitation, for servicing, enforcement or collection of any of the Loans, nor any duties as an agent hereunder for the Lenders. The titles given to the Titled Agents are solely honorific and imply no fiduciary responsibility on the part of the Titled Agents to the Administrative Agent, any Lender, the any Issuing Bank, the Borrower or any other Loan Party and the use of such titles does not impose on the Titled Agents any duties or obligations greater than those of any other Lender or entitle the Titled Agents to any rights other than those to which any other Lender is entitled.

 

Section 11.10. Erroneous Payments.

 

(a) Each Lender, each Issuing Bank and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or Issuing Bank or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender or Issuing Bank (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 11.10.(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

 

(b) Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.

 

(c) In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than two Business Days thereafter, return to the

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Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

 

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 12.6. and (3) the Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person.

 

(e) Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 11.10. or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.

 

(f) Each party’s obligations under this Section 11.10. shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

 

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(g) Nothing in this Section 11.10. will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

 

 

ARTICLE XII. MISCELLANEOUS

 

Section 12.1. Notices.

 

Unless otherwise provided herein (including without limitation as provided in Section 8.5.), communications provided for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows:

 

If to the Parent or the Borrower:

 

Regency Centers Corporation

One Independent Drive, Suite 114

Jacksonville, Florida 32202-5019

Attention: Chief Financial Officer

Telecopy Number: (904) 354-1832

Telephone Number: (904) 598-7470

 

If to the Administrative Agent:

 

Wells Fargo Bank, National Association

550 South Tryon Street, 6th Floor

Charlotte, North Carolina 28202

Attn: Loan Admin Manager

Telecopier: 704-410-0080

Telephone: 704-715-5747

 

and

 

Wells Fargo Bank, National Association

550 South Tryon Street, 6th Floor

Charlotte, North Carolina 28202

Attn: Matthew Kuhn

Telecopier: 704-410-2459

Telephone: 704-410-1771

 

If to the Administrative Agent under Article II.:

 

Wells Fargo Bank, National Association

Minneapolis Loan Center

600 South 4th Street, 9th Floor

Minneapolis, Minnesota 55415

Telephone: 612-316-0101

 

If to Wells Fargo as Issuing Bank:

 

 

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Wells Fargo Bank, National Association

550 South Tryon Street

Charlotte, North Carolina 28202

Attn: Loan Admin Manager

Telecopier: 704-410-0329

Telephone: 704-715-5747

 

If to PNC Bank, National Association as Issuing Bank:

 

PNC Bank, National Association

Andrew T. White

1600 Market Street, 9th Floor

(Mail Stop: F2-F070-09-2)

Philadelphia, PA 19103

Telephone: 215-585-6123

 

and

 

PNC Bank, National Association

Daniel Enick

PNC Firstside Center

500 First Avenue (P7-PFSC-04-V)

Pittsburgh, PA 15219

Telecopier: 888-614-9134

Telephone: 412-807-7223

 

If to Regions Bank as Issuing Bank:

 

Regions Bank

250 Riverchase Parkway East

Birmingham, AL 35244

Attn: Amanda Thomas

Telecopier: 205-261-7939

Telephone: 205-820-2539

 

If to Truist Bank as Issuing Bank:

 

Truist Bank

303 Peachtree Street, NE, 22nd Floor

Atlanta, Georgia 30308

Attn: Ryan Almond

Telephone: 404-813-1130

 

If to U.S. Bank National Association as Issuing Bank:

 

Timothy J. Tillman

U.S. Bank - Commercial Real Estate

Senior Vice President & Relationship Manager – REIT Banking Group

1650 Tysons Boulevard, Suite 250

McLean, VA 22102

Office: 703.442.5491

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Mobile: 704.965.6634

 

 

If to any other Lender:

 

To such Lender’s address or telecopy number as set forth in the applicable Administrative Questionnaire

 

or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender or an Issuing Bank shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of three (3) days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent, the Issuing Banks and the Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with Section 8.5. to the extent applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent, any Issuing Bank or any Lender under Article II. shall be effective only when actually received. None of the Administrative Agent, any Issuing Bank or any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Issuing Banks or the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent, such Issuing Bank or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.

 

Section 12.2. Expenses.

 

The Borrower agrees (a) to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including due diligence expenses and reasonable travel expenses related to closing), and the consummation of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and all costs and expenses of the Administrative Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with the Loan Documents, (b) to pay or reimburse the Administrative Agent, the Issuing Banks and the Lenders for all their reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under the Loan Documents and the Fee Letter, including the reasonable fees and disbursements of their respective counsel (including the allocated fees and expenses of in-house counsel) and any payments in indemnification or otherwise payable by the Lenders to the Administrative Agent pursuant to the Loan Documents; provided, that the Borrower shall not be required to pay the expenses of more than one counsel to the Administrative Agent and one separate counsel for the Lenders (in addition to expenses for appropriate local or special counsel) in connection with such workout or enforcement or preservation unless the Lenders reasonably determine that joint representation is not appropriate under the circumstances, (c) to pay, and indemnify and hold harmless the Administrative Agent, the Issuing Banks and the Lenders from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of any of the Loan Documents, or consummation of any amendment, supplement or modification of, or any waiver or consent

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under or in respect of, any Loan Document and (d) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to the Administrative Agent, any Issuing Bank and any Lender incurred in connection with the representation of the Administrative Agent, such Issuing Bank or such Lender in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Sections 10.1.(e) or 10.1.(f), including, without limitation (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of the Parent, the Borrower or any other Loan Party, whether proposed by the Parent, the Borrower, such Loan Party, the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. If the Borrower shall fail to pay any amounts required to be paid by it pursuant to this Section, the Administrative Agent and/or the Lenders may pay such amounts on behalf of the Borrower and such amounts shall be deemed to be Obligations owing hereunder.

 

Section 12.3. Stamp, Intangible and Recording Taxes.

 

The Borrower will pay any and all stamp, excise, intangible, registration, recordation and similar taxes, fees or charges and shall indemnify the Administrative Agent and each Lender against any and all liabilities with respect to or resulting from any delay in the payment or omission to pay any such taxes, fees or charges, which may be payable or determined to be payable in connection with the execution, delivery, recording, performance or enforcement of this Agreement, the Notes and any of the other Loan Documents, the amendment, supplement, modification or waiver of or consent under this Agreement, the Notes or any of the other Loan Documents or the perfection of any rights or Liens under this Agreement, the Notes or any of the other Loan Documents.

 

Section 12.4. Setoff.

 

Subject to Section 3.3. and in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, each of the Parent and the Borrower hereby authorizes the Administrative Agent, each Issuing Bank, each Lender, each Affiliate of the Administrative Agent, any Issuing Bank or any Lender, and each Participant, at any time or from time to time while an Event of Default exists, without notice to the Parent or the Borrower or to any other Person, any such notice being hereby expressly waived, but in the case of an Issuing Bank, a Lender, an Affiliate of an Issuing Bank or a Lender, or a Participant, subject to receipt of the prior written consent of the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Issuing Bank, such Lender, any Affiliate of the Administrative Agent, such Issuing Bank or such Lender, or such Participant, to or for the credit or the account of the Borrower against and on account of any of the Obligations then due and payable, irrespective of whether or not any or all of the Loans and all other Obligations have been declared to be, or have otherwise become, due and payable as permitted by Section 10.2. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 3.9. and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks and the Lenders and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

 

 

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Section 12.5. Litigation; Jurisdiction; Other Matters; Waivers.

 

(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE PARENT AND/OR THE BORROWER, THE ADMINISTRATIVE AGENT, ANY OF THE ISSUING BANKS OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE ADMINISTRATIVE AGENT, EACH OF THE ISSUING BANKS, THE PARENT AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE FEE LETTER OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE PARENT, THE BORROWER, THE ADMINISTRATIVE AGENT, ANY OF THE ISSUING BANKS OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.

 

(b) THE PARENT, THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING BANK, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

 

(c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL

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CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS AGREEMENT.

 

Section 12.6. Successors and Assigns.

 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that none of the Parent, the Borrower or any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of the immediately following subsection (b), (ii) by way of participation in accordance with the provisions of the immediately following subsection (d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of the immediately following subsection (f) (and, subject to the last sentence of the immediately following subsection (b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in the immediately following subsection (d) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

 

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

 

(i) Minimum Amounts.

 

(A) in the case of an assignment of the entire remaining amount of an assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

 

(B) in any case not described in the immediately preceding subsection (A), the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (in each case, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Default or Event of Default shall exist, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that if, after giving effect to such assignment, the amount of the Commitment held by such assigning Lender or the outstanding principal balance of the Loans of such assigning Lender, as applicable, would be less than $5,000,000 in the case of a Commitment or Revolving Loans, then such assigning Lender shall assign the entire amount of its Commitment and the Loans at the time owing to it.

 

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(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of a Bid Rate Loan.

 

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (b) and, in addition:

 

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed with it being understood that the Borrower’s withholding of consent to any assignment which could result in the Borrower having to pay amounts under Section 3.10. in an amount that the Borrower reasonably deems to be a significant amount would be deemed reasonable) shall be required unless (x) a Default or Event of Default shall exist at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof;

 

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Commitment if such assignment is to a Person that is not already a Lender with a Commitment, an Affiliate of such a Lender or an Approved Fund with respect to such a Lender; and

 

(C) the consent of the Swingline Lenders and the Issuing Banks (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment.

 

(iv) Assignment and Acceptance; Notes. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $4,500 (or, $7,500, in the case of an assignment by a Defaulting Lender) for each assignment, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If requested by the transferor Lender or the Eligible Assignee, upon the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Eligible Assignee and such transferor Lender, as appropriate.

 

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Parent, the Borrower or any of the Parent or the Borrower’s Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

 

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to the immediately following subsection (c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and

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Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.4., 12.2. and 12.10. and the other provisions of this Agreement and the other Loan Documents as provided in Section 12.11. with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with the immediately following subsection (d).

 

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

 

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, any Swingline Lender or any Issuing Bank, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to (w) increase such Lender’s Commitment to the extent subject to such participation, (x) extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender to the extent subject to the participation except as set forth in Section 2.13., (y) reduce the rate at which interest is payable thereon or (z) release any Guarantor from its Obligations under the Guaranty (except as otherwise permitted under Section 7.13.(b)). Subject to the immediately following subsection (e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.10., 4.1., and 4.4. to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 12.4. as though it were a Lender, provided such Participant agrees to be subject to Section 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding

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any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

 

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 3.10. and 4.1. than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.10. unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower and the Administrative Agent, to comply with Section 3.10.(c) as though it were a Lender.

 

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

 

(g) No Registration. Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of any other jurisdiction.

 

(h) Designated Lenders. Any Lender (each, a “Designating Lender”) may at any time while the Borrower has been assigned an Investment Grade Rating from either S&P or Moody’s designate one Designated Lender to fund Bid Rate Loans on behalf of such Designating Lender subject to the terms of this subsection, and the provisions in the immediately preceding subsections (b) and (d) shall not apply to such designation. No Lender may designate more than one Designated Lender. The parties to each such designation shall execute and deliver to the Administrative Agent for its acceptance a Designation Agreement. Upon such receipt of an appropriately completed Designation Agreement executed by a Designating Lender and a designee representing that it is a Designated Lender, the Administrative Agent will accept such Designation Agreement and give prompt notice thereof to the Borrower, whereupon (i) the Borrower shall execute and deliver to the Designating Lender a Bid Rate Note payable to the order of the Designated Lender, (ii) from and after the effective date specified in the Designation Agreement, the Designated Lender shall become a party to this Agreement with a right to make Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.2. after the Borrower has accepted a Bid Rate Loan (or portion thereof) of the Designating Lender, and (iii) the Designated Lender shall not be required to make payments with respect to any obligations in this Agreement except to the extent of excess cash flow of such Designated Lender which is not otherwise required to repay obligations of such Designated Lender which are then due and payable; provided, however, that regardless of such designation and assumption by the Designated Lender, the Designating Lender shall be and remain obligated to the Borrower, the Administrative Agent and the Lenders for each and every of the obligations of the Designating Lender and its related Designated Lender with respect to this Agreement, including, without limitation, any indemnification obligations under Section 11.6. and any sums otherwise payable to the Borrower by the Designated Lender. Each Designating Lender shall serve as the agent of the Designated Lender and shall on behalf of, and to the exclusion of, the Designated Lender: (i) receive any and all payments made for the benefit of the Designated Lender and (ii) give and receive all communications and notices and take all actions hereunder, including, without limitation, votes, approvals, waivers, consents and amendments under or relating to this Agreement and the other Loan Documents. Any such notice, communication, vote, approval, waiver, consent or amendment shall be signed by the Designating Lender as agent for the Designated Lender and shall not be signed by the Designated Lender on its own behalf and shall be binding

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on the Designated Lender to the same extent as if signed by the Designated Lender on its own behalf. The Borrower, the Administrative Agent and the Lenders may rely thereon without any requirement that the Designated Lender sign or acknowledge the same. No Designated Lender may assign or transfer all or any portion of its interest hereunder or under any other Loan Document, other than assignments to the Designating Lender which originally designated such Designated Lender. The Borrower, the Lenders and the Administrative Agent each hereby agrees that it will not institute against any Designated Lender or join any other Person in instituting against any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any federal or state bankruptcy or similar law, until the later to occur of (x) one year and one day after the payment in full of the latest maturing commercial paper note issued by such Designated Lender and (y) the Termination Date. In connection with any such designation, the Designating Lender shall pay to the Administrative Agent an administrative fee for processing such designation in the amount of $2,000.

 

Section 12.7. Amendments and Waivers.

 

(a) Generally. Except as otherwise expressly provided in this Agreement (including in Section 4.2.(b)), (i) any consent or approval required or permitted by this Agreement or any other Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document may be amended, (iii) the performance or observance by the Borrower, any other Loan Party or any other Subsidiary of any terms of this Agreement or such other Loan Document may be waived, and (iv) the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (or the Administrative Agent at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the written consent of each Loan Party which is party thereto.

 

(b) Consent of Lenders Directly Affected. In addition to the foregoing requirements, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders directly and adversely affected thereby (or the Administrative Agent at the written direction of such Lenders), do any of the following:

 

(i) increase the Commitment of such Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 12.6. and any increases contemplated under Section 2.16.) or subject such Lenders to any additional obligations;

 

(ii) reduce the principal of, or interest that has accrued or the rates of interest that will be charged on the outstanding principal amount of, any Loans or other Obligations owing to such Lenders;

 

(iii) reduce the amount of any Fees payable to such Lenders hereunder;

 

(iv) modify the definition of “Termination Date” (except in accordance with Section 2.13.), otherwise postpone any date fixed for any payment of principal of, or interest on, any Loans or for the payment of Fees or any other Obligations, or extend the expiration date of any Letter of Credit beyond the Termination Date (except as permitted under Section 2.3.(b));

 

(v) modify the definition of “Commitment Percentage” or amend or otherwise modify the provisions of Section 3.2.;

 

(vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section;

 

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(vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof;

 

(viii) release any Guarantor from its obligations under the Guaranty except as contemplated by Section 7.13.(b);

 

(ix) waive a Default or Event of Default under Section 10.1.(a), except as provided in Section 10.7.;

 

(x) amend, or waive the Borrower’s compliance with, Section 2.15.; or

 

(xi) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation, respectively, in any manner that materially and adversely affects such Lenders.

 

(c) Amendment of Administrative Agent’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent relating to Section 2.4. or the obligations of a Swingline Lender under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of such Swingline Lender. Any amendment, waiver or consent relating to Section 2.3. or the obligations of an Issuing Bank under this Agreement or any other Loan Document shall, in addition to the Lenders required hereinabove to take such action, require the written consent of such Issuing Bank. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section, notwithstanding any attempted cure or other action by the Borrower, any other Loan Party or any other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

 

(d) Conforming Changes. Notwithstanding anything to the contrary in this Section 12.7., the Administrative Agent may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents in order to implement any Benchmark Replacement or any Conforming Changes or otherwise effectuate the terms of Section 4.2.(b) in accordance with the terms of Section 4.2.(b).

 

Section 12.8. Nonliability of Administrative Agent and Lenders.

 

The relationship between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, shall be solely that of borrower and lender. None of the Administrative Agent, any Issuing Bank or any Lender shall have any fiduciary responsibilities to the Borrower and no provision in this Agreement or in any of the other Loan Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any

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responsibility to the Parent or the Borrower to review or inform the Parent or the Borrower of any matter in connection with any phase of the Parent’s or the Borrower’s business or operations.

 

Section 12.9. Confidentiality.

 

Except as otherwise provided by Applicable Law, the Administrative Agent, each Issuing Bank and each Lender shall maintain the confidentiality of all Information (as defined below) in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices but in any event may make disclosure: (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be bound by the confidentiality provisions of this Agreement or will otherwise agree to keep the Information confidential in accordance with the provisions of this Section 12.9.); (b) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or proposed Eligible Assignee, Participant or other transferee in connection with a potential transfer of any Commitment or participation therein as permitted hereunder, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; (c) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process or in connection with any legal proceedings, or as otherwise required by Applicable Law; (d) to the Administrative Agent’s, such Issuing Bank’s or such Lender’s independent auditors and other professional advisors (provided they shall be notified of the confidential nature of the information); (e) in connection with the exercise of any remedies under any Loan Document (or any Specified Derivatives Contract) or any action or proceeding relating to any Loan Document (or any such Specified Derivatives Contract) or the enforcement of rights hereunder or thereunder; (f) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section actually known by the Administrative Agent, such Issuing Bank or such Lender to be a breach of this Section or (ii) becomes available to the Administrative Agent, any Issuing Bank, any Lender or any Affiliate of the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Parent, the Borrower or any Affiliate of the Parent or the Borrower, unless the Administrative Agent or such Lender has actual knowledge that such Information became nonconfidential as a result of a breach of a confidential arrangement with any Loan Party or any of its respective Subsidiaries; (g) to the extent requested by, or required to be disclosed to, any nationally recognized rating agency or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners) having or purporting to have jurisdiction over it; (h) to bank trade publications, such information to consist of deal terms and other information customarily found in such publications; (i) to any other party hereto; and (j) with the consent of the Borrower. Notwithstanding the foregoing, the Administrative Agent, each Issuing Bank and each Lender may disclose any such confidential information, without notice to the Borrower or any other Loan Party, to Governmental Authorities in connection with any regulatory examination of the Administrative Agent, such Issuing Bank or such Lender or in accordance with the regulatory compliance policy of the Administrative Agent, such Issuing Bank or such Lender. As used in this Section, the term “Information” means all information received from the Borrower, any other Loan Party, any other Subsidiary or Affiliate relating to any Loan Party or any of their respective operations, businesses, affairs and financial condition, not generally available or furnished to the public, that is available or furnished to the Administrative Agent, any Lender or any Issuing Bank pursuant to the provisions of this Agreement or any other Loan Document. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

 

 

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Section 12.10. Indemnification.

 

(a) The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent, the Issuing Banks, the Lenders, all of the Affiliates of each of the Administrative Agent, any of the Issuing Banks or any of the Lenders, and their respective directors, officers, shareholders, agents, employees and counsel (each referred to herein as an “Indemnified Party”) from and against any and all of the following (collectively, the “Indemnified Costs”): losses, costs, claims, penalties, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith, but excluding Indemnified Costs indemnification in respect of which is specifically covered by Section 3.10. or 4.1. or expressly excluded from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding (the foregoing referred to herein as an “Indemnity Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans or issuance of Letters of Credit hereunder; (iii) any actual or proposed use by the Borrower of the proceeds of the Loans or Letters of Credit; (iv) the Administrative Agent’s, any Issuing Bank’s or any Lender’s entering into this Agreement; (v) the fact that the Administrative Agent, the Issuing Banks and the Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the fact that the Administrative Agent, the Issuing Banks and the Lenders are creditors of the Borrower and have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Parent, the Borrower and their Subsidiaries; (vii) the fact that the Administrative Agent, the Issuing Banks and the Lenders are material creditors of the Borrower and are alleged to influence directly or indirectly the business decisions or affairs of the Parent, the Borrower and their Subsidiaries or their financial condition; (viii) the exercise of any right or remedy the Administrative Agent, the Issuing Banks or the Lenders may have under this Agreement or the other Loan Documents; (ix) any civil penalty or fine assessed by the OFAC against, and all costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent, any Issuing Bank or any Lender as a result of conduct of the Parent, the Borrower, the other Loan Parties, if any, or any of the respective Subsidiaries of the foregoing that violates a sanction administered or enforced by the OFAC; or (x) any violation or non compliance by the Parent, the Borrower or any other Subsidiary of any Applicable Law (including any Environmental Law) including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking remedial or other action to cause the Parent, the Borrower or their Subsidiaries (or their respective properties) (or the Administrative Agent and/or the Lenders and/or the Issuing Banks as successors to the Borrower) to be in compliance with such Environmental Laws; provided, however, that the Borrower shall not be obligated to indemnify any Indemnified Party for (1) any acts or omissions of such Indemnified Party in connection with matters described in this subsection to the extent arising from the gross negligence or willful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment or (2) Indemnified Costs to the extent arising directly out of or resulting directly from claims of one or more Indemnified Parties against another Indemnified Party (other than claims of the Indemnified Parties against the Administrative Agent, any Issuing Bank or any Swingline Lender, in each case acting in their respective capacities as such).

 

(b) The Borrower’s indemnification obligations under this Section shall apply to all Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this connection, this indemnification shall cover all Indemnified Costs of any Indemnified Party in connection with any deposition of any Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification

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shall, among other things, apply to any Indemnity Proceeding commenced by other creditors of the Parent, the Borrower or any other Subsidiary, any shareholder of the Parent, the Borrower or any other Subsidiary (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their individual capacity or derivatively on behalf of the Parent or the Borrower, as applicable), any account debtor of the Parent, the Borrower or any other Subsidiary or by any Governmental Authority. If indemnification is to be sought hereunder by an Indemnified Party, then such Indemnified Party shall promptly notify the Borrower of the commencement of any Indemnity Proceeding; provided, however, that the failure to notify the Borrower shall not otherwise relieve the Borrower from any liability that it may have to such Indemnified Party pursuant to this Section 12.10.

 

(c) This indemnification shall apply to any Indemnity Proceeding arising during the pendency of any bankruptcy proceeding filed by or against the Parent, the Borrower and/or any Subsidiary.

 

(d) All out of pocket fees and expenses of, and all amounts paid to third persons by, an Indemnified Party shall be advanced by the Borrower at the request of such Indemnified Party notwithstanding any claim or assertion by the Borrower that such Indemnified Party is not entitled to indemnification hereunder upon receipt of an undertaking by such Indemnified Party that such Indemnified Party will reimburse the Borrower if it is actually and finally determined by a court of competent jurisdiction that such Indemnified Party is not so entitled to indemnification hereunder.

 

(e) An Indemnified Party may conduct its own investigation and defense of, and may formulate its own strategy with respect to, any Indemnity Proceeding covered by this Section and, as provided above, all Indemnified Costs incurred by such Indemnified Party shall be reimbursed by the Borrower. No action taken by legal counsel chosen by an Indemnified Party in investigating or defending against any such Indemnity Proceeding shall vitiate or in any way impair the obligations and duties of the Borrower hereunder to indemnify and hold harmless each such Indemnified Party; provided, however, that if (i) the Borrower is required to indemnify an Indemnified Party pursuant hereto and (ii) the Borrower has provided evidence reasonably satisfactory to such Indemnified Party that the Borrower has the financial wherewithal to reimburse such Indemnified Party for any amount paid by such Indemnified Party with respect to such Indemnity Proceeding, such Indemnified Party shall not settle or compromise any such Indemnity Proceeding without the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party may settle or compromise any such Indemnity Proceeding without the prior written consent of the Borrower where (x) no monetary relief is sought against such Indemnified Party in such Indemnity Proceeding, or (y) there is an allegation of a violation of law by such Indemnified Party.

 

(f) If and to the extent that the obligations of the Borrower under this Section are unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under Applicable Law.

 

(g) The Borrower’s obligations under this Section shall survive any termination of this Agreement and the other Loan Documents and the payment in full in cash of the Obligations, and are in addition to, and not in substitution of, any of the other obligations set forth in this Agreement or any other Loan Document to which it is a party.

 

References in this Section 12.10. to “Lender” or “Lenders” shall be deemed to include such Persons (and their Affiliates) in their capacity as Specified Derivatives Providers.

 

 

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Section 12.11. Termination; Survival.

 

This Agreement shall terminate at such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit have terminated or expired or been canceled (other than Letters of Credit the expiration dates of which extend beyond the Termination Date as permitted under Section 2.3.(b) and in respect of which the Borrower has satisfied the requirements in such Section), (c) none of the Lenders is obligated any longer under this Agreement to make any Loans and the Issuing Banks are no longer obligated under this Agreement to issue Letters of Credit and (d) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full; provided, however, if on the Termination Date or any other date the Commitments are terminated or reduced to zero (whether voluntarily, by reason of the occurrence of an Event of Default or otherwise) any Letters of Credit remain outstanding, then the provisions of this Agreement applicable to Letters of Credit, including without limitation, the terms of Section 2.14. and the Borrower’s reimbursement obligations under Section 2.3.(d), shall remain in effect until all Letters of Credit have expired, have been cancelled or have otherwise terminated. The indemnities to which the Administrative Agent, the Issuing Banks and the Lenders are entitled under the provisions of Sections 3.10., 4.1., 4.4., 11.6., 12.2. and 12.10. and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 12.5., shall continue in full force and effect and shall protect the Administrative Agent, the Issuing Banks and the Lenders (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.

 

Section 12.12. Severability of Provisions.

 

If any provision of this Agreement or the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed severed from the Loan Documents, and the validity, legality and enforceability of the remaining provisions shall remain in full force as though the invalid, illegal, or unenforceable provision had never been part of the Loan Documents.

 

Section 12.13. GOVERNING LAW.

 

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

 

Section 12.14. Counterparts.

 

To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.

 

Section 12.15. Obligations with Respect to Loan Parties.

 

The obligations of the Parent or the Borrower, or the Parent and the Borrower, to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject

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to any defense the Parent, the Borrower may have that the Parent or Borrower, as applicable, does not control such Loan Parties.

 

Section 12.16. Independence of Covenants.

 

All covenants hereunder shall be given in any jurisdiction independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

 

Section 12.17. Limitation of Liability.

 

None of the Administrative Agent, any Issuing Bank or any Lender, or any Affiliate, officer, director, employee, attorney, or agent of the Administrative Agent, any Issuing Bank or any Lender shall have any liability with respect to, and the Parent and the Borrower hereby waive, release, and agree not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by the Parent and/or the Borrower in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents or the Fee Letter, or any of the transactions contemplated by this Agreement or any of the other Loan Documents. Each of the Parent and the Borrower hereby waives, releases, and agrees not to sue the Administrative Agent, any Issuing Bank or any Lender or any of the Administrative Agent’s, any Issuing Bank’s or any Lender’s Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents, the Fee Letter, or any of the transactions contemplated by this Agreement or financed hereby.

 

Section 12.18. Entire Agreement.

 

This Agreement, the Notes, the other Loan Documents and the Fee Letter embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto.

 

Section 12.19. Construction.

 

The Administrative Agent, each Issuing Bank, the Borrower and each Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the Administrative Agent, each Issuing Bank, the Borrower and each Lender.

 

Section 12.20. Headings.

 

The paragraph and section headings in this Agreement are provided for convenience of reference only and shall not affect its construction or interpretation.

 

Section 12.21. Effect of Amendment and Restatement; Reallocations.

 

(a) Existing Credit Agreement. Upon satisfaction of the conditions precedent set forth in Sections 5.1. and 5.2. of this Agreement, this Agreement and the other Loan Documents shall exclusively control and govern the mutual rights and obligations of the parties hereto with respect to the Existing Credit

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Agreement, and the Existing Credit Agreement shall be superseded in all respects, in each case, on a prospective basis.

 

(b) NO NOVATION. THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT SOLELY TO AMEND AND RESTATE THE TERMS OF THE EXISTING CREDIT AGREEMENT. THE PARTIES DO NOT INTEND THIS AGREEMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY THE BORROWER OR ANY OTHER LOAN PARTY UNDER OR IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE EXISTING CREDIT AGREEMENT).

 

(C) Reallocations. Simultaneously with the Effective Date, (i) the Commitments (as defined in the Existing Credit Agreement) of each of the Existing Lenders, the outstanding amount of all Revolving Loans (as defined in the Existing Credit Agreement) previously made to the Borrower under the Existing Credit Agreement and participations in Existing Letters of Credit shall be reallocated among the Lenders in accordance with their respective Commitment Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule I), and in order to effect such reallocations, the requisite assignments shall be deemed to be made in amounts from each Existing Lender to each Lender, with the same force and effect as if such assignments were evidenced by the applicable Assignment and Assumptions (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived) and (ii) each assignee Lender shall make full cash settlement with each corresponding assignor Lender, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments.

 

Section 12.22. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

 

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

 

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

 

(i) a reduction in full or in part or cancellation of any such liability;

 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

 

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

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Section 12.23. Acknowledgement Regarding any Supported QFCs.

 

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for a Derivatives Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

 

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

 

 

[Signatures on Following Pages]

126


EX-21

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

 

 

Entity

 

Jurisdiction of Incorporation or Organization

 

Owner(s)

Nature of

Interest (1)

% of
Owner-

ship

Regency Centers, L.P.

Delaware

Regency Centers Corporation

Outside Investors

General Partner

Limited Partners

~99.6%

~0.4%

Columbia Village District SPE, LLC

Delaware

Regency Centers, L.P.

Columbia Perfco Partners, L.P.

Managing Member

Member

30%

70%

Columbia Village District, LLC

Delaware

Columbia Village District 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 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%

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%

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 II Rockridge Center, 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 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%

 

 

1


 

 

 

Entity

 

Jurisdiction of Incorporation or Organization

 

Owner(s)

Nature of

Interest (1)

% of
Owner-

ship

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%

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%

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%

 

 

2


 

 

 

Entity

 

Jurisdiction of Incorporation or Organization

 

Owner(s)

Nature of

Interest (1)

% of
Owner-

ship

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 Parkville Borrower, LLC

Delaware

Parkville Shopping Center, LLC

Member

100%

FW-Reg II Holding Company Two, LLC

Delaware

GRI-Regency, 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%

Woodholme Properties, LLC

Delaware

GRI-Regency, LLC

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 Southside Marketplace, LLC

Delaware

GRI-Regency, LLC

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%

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%

 

 

3


 

 

 

Entity

 

Jurisdiction of Incorporation or Organization

 

Owner(s)

Nature of

Interest (1)

% of
Owner-

ship

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

Regency Centers, L.P.

Member

100%

CAR Apple Valley Square Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

CAR Apple Valley Square, LLC

Delaware

CAR Apple Valley Square Member, LLC

Member

100%

CAR Apple Valley Land, LLC

Delaware

Regency Centers, L.P.

Member

100%

CAR Braemar Village, LLC

Delaware

RegCal, LLC

Member

100%

CAR Calhoun Commons, LLC

Delaware

Regency Centers, L.P.

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

Regency Centers, L.P.

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%

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%

 

 

4


 

 

 

Entity

 

Jurisdiction of Incorporation or Organization

 

Owner(s)

Nature of

Interest (1)

% of
Owner-

ship

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%

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.

Member

100%

Hunters Lake Tampa, LLC

Delaware

Regency Centers, L.P.

Member

100%

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%

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%

NTC-REG, LLC

Delaware

Regency Centers, L.P.

Member

100%

New Smyrna Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

 

 

5


 

 

 

Entity

 

Jurisdiction of Incorporation or Organization

 

Owner(s)

Nature of

Interest (1)

% of
Owner-

ship

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%

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 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.

Member

100%

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%

Uncommon, LLC

Delaware

Regency Centers, L.P.

Member

100%

 

 

6


 

 

 

Entity

 

Jurisdiction of Incorporation or Organization

 

Owner(s)

Nature of

Interest (1)

% of
Owner-

ship

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%

East San Marco, LLC

Florida

Regency Realty Group, Inc.

Member

100%

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

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 Quail Creek, LLC

Delaware

Regency Realty Group, Inc.

Member

100%

Stonewall Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

US Regency Hasley Canyon Village, LLC

Delaware

Sequoia Reverse AHS, LLC

Member

100%

US Regency Blossom Valley, LLC

Delaware

Parnassus Reverse BB, LLC

Member

100%

US Regency Alden Bridge, LLC

Delaware

Sequoia Reverse AHS, LLC

Member

100%

US Regency Bethany Park Place, LLC

Delaware

Parnassus Reverse BB, LLC

Member

100%

US Regency Shiloh Springs, LLC

Delaware

Sequoia Reverse AHS, LLC

Member

100%

US Regency Willa Springs, LLC

Delaware

Regency Centers, L.P.

Member

100%

US Regency Dunwoody Hall, LLC

Delaware

Hancock Reverse D, LLC

Member

100%

Parnassus Reverse BB, LLC

Delaware

Equity One Realty & Management CA, Inc.

Member

100%

Hancock Reverse D, LLC

Delaware

Regency Centers, L.P.

Member

100%

Sequoia Reverse AHS, LLC

Delaware

Regency Centers, L.P.

Member

100%

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%

 

 

7


 

 

 

Entity

 

Jurisdiction of Incorporation or Organization

 

Owner(s)

Nature of

Interest (1)

% of
Owner-

ship

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.

Member

100%

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 (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%

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 II, LLC (formerly 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%

 

 

8


 

 

 

Entity

 

Jurisdiction of Incorporation or Organization

 

Owner(s)

Nature of

Interest (1)

% of
Owner-

ship

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%

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

35%

65%

 

 

9


 

 

 

Entity

Jurisdiction of Incorporation or Organization

 

Owner(s)

Nature of

Interest (1)

% of
Owner-

ship

New Regency Realty Group, Inc.

Florida

Regency Centers, L.P.

Member

100%

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

70%

30%

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%

NRRG Investments I, Inc.

Florida

New Regency Realty Group, Inc.

Common Stock

100%

Regency Kensington Bethesda Member, LLC

Maryland

NRRG Investments I, Inc.

Kensington Bethesda Investor, LLC

Member

Member

Varies

Regency Kensington Bethesda Owner, LLC

Maryland

Regency Kensington Bethesda Member, LLC

Member

100%

Eastfield at Baybrook, LLC

Delaware

Regency Centers, L.P.

North Eastfield Grocery, LLC

Member

Member

50%

50%

Eastfield REG, LLC

Delaware

Regency Centers, L.P.

Member

100%

Blakeney Crossing Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Blakeney Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Island Village Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Columbia II Naperville Plaza, LLC

Delaware

Columbia Regency Partners II, LLC

Member

100%

Long Island Regency Holdings, LLC

Delaware

Regency Centers, L.P.

Member

100%

Valley Stream Regency, LLC

Delaware

Long Island Regency Holdings, LLC

Member

100%

Eastport Regency, LLC

Delaware

Long Island Regency Holdings, LLC

Member

100%

Wading River Regency, LLC

Delaware

Long Island Regency Holdings, LLC

Member

100%

East Meadow Regency, LLC

Delaware

Long Island Regency Holdings, LLC

Member

100%

East Meadow Plaza Regency, LLC

Delaware

Regency Centers, L.P.

Member

100%

Sienna REG, LLC

Delaware

Regency Centers, L.P.

Member

100%

IRPF Jenkintown Baederwood Member, LLC

Delaware

Regency Centers, L.P.

Member

100%

Baederwood Fairway, LLC

Delaware

Charter Jenkintown, LLC

IRPF Jenkintown Baederwood Member, LLC

Member

Member

80%

20%

 

(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.

10


EX-22

 

Exhibit 22

 

SUBSIDIARY GUARANTORS AND ISSUERS OF GUARANTEED SECURITIES

 

As of December 31, 2022, Regency Centers Corporation owned approximately 99.6% of the outstanding common partnership units of Regency Centers, L.P.

 

Guaranteed Securities

Issuer

Guarantor

$250 million 3.75% notes due June 15, 2024

Regency Centers, L.P.

Regency Centers Corporation

$250 million 3.90% notes due November 1, 2025

Regency Centers, L.P.

Regency Centers Corporation

$100 million 3.81% notes due May 11, 2026

Regency Centers, L.P.

Regency Centers Corporation

$100 million 3.91% notes due August 11, 2026

Regency Centers, L.P.

Regency Centers Corporation

$525 million 3.60% notes due February 1, 2027

Regency Centers, L.P.

Regency Centers Corporation

$300 million 4.125% notes due March 15, 2028

Regency Centers, L.P.

Regency Centers Corporation

$425 million 2.95% notes due September 15, 2029

Regency Centers, L.P.

Regency Centers Corporation

$600 million 3.70% notes due June 15, 2030

Regency Centers, L.P.

Regency Centers Corporation

$425 million 4.40% notes due February 1, 2047

Regency Centers, L.P.

Regency Centers Corporation

$300 million 4.650% notes due March 15, 2049

Regency Centers, L.P.

Regency Centers Corporation

 

 


EX-23

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No. 333-237145) on Form S-3 ASR, (No. 333-125858 and No. 333-202971) on Form S-3, and (No. 333-24971, No. 333-149872, No. 333-55062, No. 333-125857, No. 333-239423, No. 333-231427, No. 333-174662 and No. 333-215241) on Form S-8 of Regency Centers Corporation and (No. 333-237145-01) on Form S-3 ASR of Regency Centers, L.P. of our reports dated February 17, 2023, with respect to the consolidated financial statements and financial statement schedule III of Regency Centers Corporation and Regency Centers, L.P., and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Jacksonville, Florida

February 17, 2023

 


EX-31

 

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Lisa Palmer, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Regency Centers Corporation (“registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 17, 2023

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer

 

 


EX-31

 

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Michael J. Mas, certify that:

 

1.
I have reviewed this Annual Report on Form 10-K of Regency Centers Corporation (“registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 17, 2023

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer

 

 


EX-31

 

Exhibit 31.3

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Lisa Palmer, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Regency Centers, L.P. (“registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 17, 2023

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer of Regency Centers Corporation, general partner of registrant

 

 


EX-31

 

Exhibit 31.4

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Michael J. Mas, certify that:

1.
I have reviewed this Annual Report on Form 10-K of Regency Centers, L.P. (“registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 17, 2023

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant

 

 


EX-32

 

Exhibit 32.1

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Executive Officer of Regency Centers Corporation, hereby certify, based on my knowledge, that the Annual Report on Form 10-K of Regency Centers Corporation for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation as of the dates and for the period express in this Report.

Date: February 17, 2023

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer

 

 


EX-32

 

Exhibit 32.2

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Financial Officer of Regency Centers Corporation, hereby certify, based on my knowledge, that the Annual Report on Form 10-K of Regency Centers Corporation for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation as of the dates and for the period expressed in this Report.

Date: February 17, 2023

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer

 

 


EX-32

 

Exhibit 32.3

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Executive Officer of Regency Centers, L.P., hereby certify, based on my knowledge, that the Annual Report on Form 10-K of Regency Centers, L.P. for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers, L.P. as of the dates and for the periods expressed in this Report.

Date: February 17, 2023

 

/s/ Lisa Palmer

Lisa Palmer

President and Chief Executive Officer of Regency Centers Corporation, general partner of registrant

 

 


EX-32

 

Exhibit 32.4

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Financial Officer of Regency Centers, L.P., hereby certify, based on my knowledge, that the Annual Report on Form 10-K of Regency Centers, L.P. for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers, L.P. as of the dates and for the periods expressed in this Report.

Date: February 17, 2023

 

/s/ Michael J. Mas

Michael J. Mas

Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant