EXHIBIT 1.6
Pricing Agreement
Goldman, Sachs & Co.,
Credit Suisse First Boston Corporation,
First Union Securities, Inc.,
Chase Securities Inc.,
Morgan Stanley & Co. Incorporated,
PNC Capital Markets, Inc.,
Wachovia Securities, Inc.
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004.
January 17, 2001
Ladies and Gentlemen:
Regency Centers, L.P., a Delaware limited partnership (the
"Partnership"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated April 7, 1999 (the "Underwriting
Agreement"), between the Partnership and Regency Realty Corporation, a Florida
corporation ("Regency"), on the one hand, and Goldman, Sachs & Co., on the other
hand, to issue and sell to the Underwriters names in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that (i) each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined) and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement and (iii) the representation and warranty in
paragraph (o) of Section 2 of the Underwriting Agreement shall be superceded in
its entirety by the following:
(o) Regency has qualified to be taxed as a real estate
investment trust pursuant to Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended (the "Code"), for each of the fiscal
years from its inception through the fiscal year ended December 31,
1999 and Regency's present and contemplated organization, ownership,
method of operation, assets and income are such that Regency is in a
position under present law to so qualify for the fiscal year ending
December 31, 2000 and in the future;
Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of the Underwriters of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule I hereto.
All references to Pacific Retail Trust and its subsidiaries in
paragraph (d) of Section 7 of the Underwriting Agreement shall be deleted.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Partnership and
Regency agree to issue and sell to the Underwriters, and the Underwriters agree
to purchase from the Partnership and Regency, at the time and place and at the
purchase price to the Underwriters set forth in Schedule I hereto, the
Designated Securities.
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If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by the
Underwriters, this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between the Underwriters, the Partnership and Regency.
Very truly yours,
Regency Centers, L.P.
By: Regency Realty Corporation,
general partner
By: /s/ Bruce M. Johnson
--------------------------------
Name: Bruce M. Johnson
Title: Managing Director and
Executive Vice President
Regency Realty Corporation
By: /s/ Bruce M. Johnson
--------------------------------------
Name: Bruce M. Johnson
Title: Managing Director and
Executive Vice President
Accepted as of the date hereof:
Goldman, Sachs & Co.
Credit Suisse First Boston Corporation
First Union Securities, Inc.
Chase Securities Inc.
Morgan Stanley & Co. Incorporated
PNC Capital Markets, Inc.
Wachovia Securities, Inc.
By: /s/ Goldman, Sachs & Co.
------------------------------------
(Goldman, Sachs & Co.)
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SCHEDULE I
Title of Designated Securities:
7.950% Notes due January 15, 2011
Aggregate principal amount:
$220,000,000
Price to Public:
99.867% of the principal amount of the Designated Securities, plus
accrued interest, if any, from January 22, 2001 to the Time of Delivery
Purchase Price by Underwriters:
99.217% of the principal amount of the Designated Securities, plus
accrued interest, if any, from January 22, 2001 to the Time of Delivery
Form of Designated Securities:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time) on January 22, 2001
Indenture:
Indenture dated as of March 9, 1999 among the Partnership, the
Guarantors named therein and First Union National Bank, as Trustee
Maturity:
January 15, 2011
Interest Rate:
7.950%
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Interest Payment Dates:
January 15 and July 15, commencing on July 15, 2001
Redemption Provisions:
The Designated Securities may be redeemed by the Partnership, in whole
or in part, at any time at a redemption price equal to the sum of (a)
the principal amount of Designated Securities being redeemed plus
accrued interest thereon to the Redemption Date (as defined in the
Indenture) and (b) the Make-Whole Amount (as defined in the Indenture),
if any, with respect to such Designated Securities.
Sinking Fund Provisions:
No sinking fund provisions
Closing location for delivery of Designated Securities:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Additional Closing Conditions:
None
Names and addresses of Representatives:
Designated Representatives: Goldman, Sachs & Co., Credit Suisse First
Boston Corporation, First Union Securities, Inc., Chase Securities
Inc., Morgan Stanley & Co. Incorporated, PNC Capital Markets, Inc.,
Wachovia Securities, Inc.
Address for Notices, etc.: Goldman, Sachs & Co., 85 Broad Street, New
York, New York 10004
Other Terms:
None
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