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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K | ||
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 14, 2012
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
Florida (Regency Centers Corporation | 001-12298 (Regency Centers Corporation | 59-3191743 (Regency Centers Corporation |
Delaware (Regency Centers, L.P. | 0-24763 (Regency Centers, L.P. | 59-3429602 (Regency Centers, L.P. |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Independent Drive, Suite 114 Jacksonville, Florida | 32202 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number including area code: (904)-598-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On August 14, 2012, Regency Centers Corporation (the “Company”) announced that it is calling for redemption on September 13, 2012 all issued and outstanding shares of its 6.70% Series 5 Cumulative Redeemable Preferred Stock (NYSE:REGPrE) at $25.34431 per share, which is equal to $25.00 plus accrued and unpaid dividends to, but excluding, the redemption date. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
On August 14, 2012, the Company issued a press release announcing the pricing of its offering of the Series 7 Preferred Shares, a copy of which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
Exhibit Number | Description | |
99.1 | Press Release dated August 14, 2012 relating to redemption of Series 5 Cumulative Redeemable Preferred Stock. | |
99.2 | Press Release dated August 14, 2012 relating to issuance of Series 7 Cumulative Redeemable Preferred Stock. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REGENCY CENTERS CORPORATION
August 14, 2012 By: /s/ J. Christian Leavitt
J. Christian Leavitt, Senior Vice President and Treasurer
REGENCY CENTERS, L.P.
By: Regency Centers Corporation, its general partner
August 14, 2012 By: /s/ J. Christian Leavitt
J. Christian Leavitt, Senior Vice President and Treasurer
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Exhibit 99.1
Regency Centers Announces Redemption of Series 5 Preferred Shares
Jacksonville, Fla. (August 14, 2012) -- Regency Centers Corporation (NYSE:REG; “Regency”) announced today that it will redeem all of the issued and outstanding shares (3,000,000) of its 6.70% Series 5 Cumulative Redeemable Preferred Shares (“Series 5 Stock”; CUSIP: 758849608; NYSE: REGPrE).
The Series 5 Stock will be redeemed on September 13, 2012. The redemption price for the Series 5 Stock will be $25.34431 per share, which is equal to $25.00 par value plus accrued and unpaid dividends to, but excluding, the redemption date. The aggregate amount being paid to effect the redemption of the Series 5 Stock is $76,032,930.
The redemptions will be in accordance with the Depository Trust Company's procedures. To collect the redemption price, holders of the shares of preferred stock must surrender their shares to Wells Fargo Bank, N.A, the redemption and paying agent. Questions relating to these redemptions should be directed to Wells Fargo Bank, N. A. at 1-800-468-9716.
After the redemption date, dividends on the Series 5 Stock will cease to accrue and such shares shall no longer be deemed outstanding and all rights of the holders in respect of such shares being redeemed will terminate, except for the right to receive the redemption price, without interest thereon. Because the redemption is a redemption in full, the Series 5 Stock will be delisted from trading on the New York Stock Exchange.
About Regency Centers Corporation
Regency is the preeminent national owner, operator, and developer of dominant grocery-anchored and community shopping centers. At June 30, 2012, the Company owned 364 retail properties, including those held in co-investment partnerships. Including tenant-owned square footage, the portfolio encompassed 49.5 million square feet located in top markets throughout the United States. Since 2000, Regency has developed 209 shopping centers, including those currently in-process, representing an investment at completion of more than $3.0 billion. Operating as a fully integrated real estate company, Regency is a qualified real estate investment trust that is self-administered and self-managed.
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Forward-looking statements involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements. Please refer to the documents filed by Regency Centers Corporation with the SEC, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in the forward-looking statements.
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Exhibit 99.2
Regency Centers Announces Pricing of 3,000,000 6.00% Series 7 Cumulative Redeemable Preferred Shares
Jacksonville, Fla. (August 14, 2012) -- Regency Centers Corporation (NYSE: REG; “Regency” or “The Company”) announced today the pricing of an underwritten public offering of 3,000,000 shares of newly issued 6.00% Series 7 Cumulative Redeemable Preferred Shares (“Series 7 Stock”) at a price of $25 per share, resulting in gross proceeds of $75.0 million. The Company estimates that the net proceeds, after deducting the underwriting discount and before other estimated offering expenses, will be approximately $72.6 million. The offering is expected to settle on or about August 23, 2012. The Company intends to file an application with the New York Stock Exchange to list the Series 7 Stock under the symbol “REGPrG.”
Regency will use the net proceeds for the redemption of all of the issued and outstanding shares (3,000,000) of the Company's 6.70% Series 5 Cumulative Redeemable Preferred Shares (CUSIP: 758849608; NYSE: REGPrE).
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering. RBC Capital Markets, LLC is acting as joint lead manager.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the offered shares, nor shall there be any sale of such shares in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction. This offering of Regency's preferred shares is being made solely by means of a prospectus supplement and accompanying prospectus.
A copy of the prospectus supplement and accompanying prospectus related to the offering will be filed with the Securities and Exchange Commission (“SEC”) and can be obtained, when available, by contacting J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk - 3rd floor or by calling 212-834-4533, or Wells Fargo Securities, LLC, Attn: Syndicate Operations, 1525 West W.T. Harris Blvd., Charlotte, NC 28262, by calling toll-free 800-326-5897 or by e-mail at cmclientsupport@wellsfargo.com.
About Regency Centers Corporation
Regency is the preeminent national owner, operator, and developer of dominant grocery-anchored and community shopping centers. At June 30, 2012, the Company owned 364 retail properties, including those held in co-investment partnerships. Including tenant-owned square footage, the portfolio encompassed 49.5 million square feet located in top markets throughout the United States. Since 2000, Regency has developed 209 shopping centers, including those currently in-process, representing an investment at completion of more than $3.0 billion. Operating as a fully integrated real estate company, Regency is a qualified real estate investment trust that is self-administered and self-managed.
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Forward-looking statements involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements. Please refer to the documents filed by Regency Centers Corporation with the SEC, specifically the most recent reports on Forms 10-K and 10-Q, which identify important risk factors which could cause actual results to differ from those contained in the forward-looking statements.
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