Introductory Note
As previously disclosed in the Current Report on Form
8-K
filed by Regency Centers Corporation, a Florida corporation (“
Regency
”), on May 18, 2023 with the Securities and Exchange Commission, on May 17, 2023, Regency entered into an Agreement and Plan of Merger (“
Merger Agreement
”) by and among Regency, Hercules Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of Regency (“
Merger Sub
”), Urstadt Biddle Properties Inc., a Maryland corporation (“
Urstadt Biddle
”), UB Maryland I, Inc., a Maryland corporation and a direct wholly owned subsidiary of Urstadt Biddle (“
Hermes Sub I
”), and UB Maryland II, Inc., a Maryland corporation and a direct wholly owned subsidiary of Hermes Sub I (“
Hermes Sub II
”).
On August 18, 2023 (the “
Closing Date
”), upon the terms and subject to the conditions set forth in the Merger Agreement, (a) Hermes Sub II merged with and into Urstadt Biddle (the “
First Merger
”), with Urstadt Biddle surviving the First Merger as a wholly owned subsidiary of Hermes Sub I, and (b) following the First Merger, Hermes Sub I merged with and into Merger Sub (the “
Second Merger
” and together with the First Merger, the “
Mergers
”), with Merger Sub being the surviving entity in the Second Merger.
Item 3.02. Unregistered Sale of Equity Securities.
The information set forth in (a) Item 5.03 under the subheading “Fifth Amended and Restated Agreement of Limited Partnership,” and (b) the RCLP Series A Amendment (as defined below) and RCLP Series B Amendment (as defined below), which are filed hereto as Exhibits 3.4 and 3.5, respectively, are incorporated herein by reference to this Item 3.02.
Item 3.03. Material Modification to the Rights of Security Holders.
The information set forth in (a) Item 5.03 under the subheading “Articles of Incorporation,” and (b) the Series A Amendment (as defined below) and Series B Amendment (as defined below), which were filed as Exhibits 3.3 and 3.4, respectively, to Regency’s registration statement on Form
8-A
filed on August 17, 2023, are incorporated herein by reference to this Item 3.03.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Articles of Incorporation
On August 16, 2023, Regency filed with the State of Florida amendments to the Regency Restated Articles of Incorporation (the “
Articles of Incorporation
”) (a) designating the preferences, rights and limitations of the Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“
Regency Series A Preferred Stock
” and such amendment, the “
Series A Amendment
”), (b) designating the preferences, rights and limitations of the Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“
Regency Series B Preferred Stock
” and such amendment, the “
Series B Amendment
”) and (c) for the deletion of the designations for Regency’s Series 6 and Series 7 Cumulative Redeemable Preferred Stock, of which no shares were issued and outstanding as of the filing date of the amendment for their deletion (such amendment, the “
Series 6 and 7 Deletion Amendment
”). A copy the Series A Amendment, Series B Amendment and Series 6 and 7 Deletion Amendment, which were filed as Exhibits 3.3, 3.4 and 3.5, respectively, to Regency’s registration statement on Form
8-A
filed on August 17, 2023, are incorporated herein by reference.
Fifth Amended and Restated Agreement of Limited Partnership
On August 18, 2023, following the closing of the transactions contemplated by the Merger Agreement and the conversion of Urstadt Biddle into a Maryland limited liability company called “REG-UB Properties LLC,” Regency contributed all of the issued and outstanding membership interests of Merger Sub, which is the surviving company of the Second Merger, and holds the newly acquired Urstadt Biddle business, in exchange for common units, Series A Cumulative Redeemable Preferred Units and Series B Cumulative Redeemable Preferred Units of Regency Centers, L.P. (the “
Operating Partnership
”). The number of common units, Series A Cumulative Redeemable Preferred Units and Series B Cumulative Redeemable Preferred Units issued by the Operating Partnership in the aforementioned contribution is equal to the number of shares of Regency common stock, Regency Series A Preferred Stock and Regency Series B Preferred Stock, respectively, as were issued in connection with the Mergers. The Series A Cumulative Redeemable Preferred Units and Series B Cumulative Redeemable Preferred Units have substantially identical economic terms as the Regency Series A Preferred Stock and Regency Series B Preferred Stock, respectively, as set forth in the Amendment dated August 16, 2023 to the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership Relating to the Series A Cumulative Redeemable Preferred Units (the “
RCLP Series A Amendment
”) and Amendment dated August 16, 2023 to the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership Relating to the Series B Cumulative Redeemable Preferred Units (the “
RCLP Series B Amendment
”) executed by Regency, as general partner of the Operating Partnership. The RCLP Series A Amendment and RCLP Series B Amendment are attached hereto as Exhibits 3.4 and 3.5, respectively, and are incorporated herein by reference.
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