SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, DC 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 28, 2018
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
| | | | |
Florida (Regency Centers Corporation) Delaware (Regency Centers, L.P.) | | 1-12298 (Regency Centers Corporation) 0-24763 (Regency Centers, L.P.) | | 59-3191743 (Regency Centers Corporation) 59-3429602 (Regency Centers, L.P.) |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | |
One Independent Drive, Suite 114
Jacksonville, Florida | | 32202 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number including area code:(904)-598-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(A) of the Exchange Act. ☐
Issuance of 4.125% Notes due 2028
On February 28, 2018, Regency Centers, L.P. (“RCLP”) and Regency Centers Corporation (“Regency”), the general partner of RCLP, entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the several underwriters named therein, pursuant to which RCLP agreed to issue and sell an aggregate of $300,000,000 principal amount of its 4.125% Notes due 2028 (the “Notes”) priced to the public at 99.837% of principal amount. The Notes are guaranteed as to the payment of principal and interest by Regency. The offering of the Notes is expected to close on March 9, 2018.
The Notes bear interest at a rate of 4.125% per annum and mature on March 15, 2028. Interest on the Notes are payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2018, to holders of record on the immediately preceding March 1 and September 1.
The Notes will be issued pursuant to the terms of an Indenture dated as of December 5, 2001, as supplemented by the First Supplemental Indenture dated as of June 5, 2007, the Second Supplemental Indenture dated as of June 2, 2010, the Third Supplemental Indenture dated as of August 17, 2015 and the Fourth Supplemental Indenture dated as of January 26, 2017, each among RCLP, Regency, as guarantor, and U.S. Bank National Association, as trustee.
The foregoing is not a complete description of the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached to this Current Report on Form8-K as Exhibit 1.1, which is incorporated herein by reference.
Redemption of 6.0% Notes due 2020
On March 1, 2018, RCLP notified U.S. Bank National Association, as trustee, of its intent to redeem on April 2, 2018 the entire $150 million outstanding of 6.0% Notes due 2020. The redemption price will be determined in accordance with the applicable indenture and is expected to be approximately $163.2 million, including accrued and unpaid interest through the proposed redemption date and a make-whole amount as defined in such indenture.
| Item 9.01 | Financial Statements and Exhibits |
2
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 |
| | | |
| March 1, 2018 | | | | By: | | /s/ J. Christian Leavitt |
| | | | | | J. Christian Leavitt, Senior Vice President and Treasurer |
| | |
| | | | REGENCY CENTERS, L.P. |
| | | |
| | | | By: | | Regency Centers Corporation, its general partner |
| | | |
| March 1, 2018 | | | | By: | | /s/ J. Christian Leavitt |
| | | | | | J. Christian Leavitt, Senior Vice President and Treasurer |
3
