Pricing Agreement
-----------------
March 27, 2003
Morgan Stanley & Co. Incorporated
As Representative of the several
Underwriters named in Schedule I hereto
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
Regency Centers Corporation, a Florida corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated March 27, 2003 (the "Underwriting Agreement"),
between the Corporation and Morgan Stanley & Co. Incorporated to issue and sell
to the Underwriters named 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 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. 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 each 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 II hereto.
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 Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of 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 each of the Underwriters
and the Company.
Very truly yours,
Regency Centers Corporation
By:
Name:
Title:
Accepted as of the date hereof:
Morgan Stanley & Co. Incorporated
By: . . . . . . . . . . . . . . . .
On behalf of each of the Underwriters
SCHEDULE I
Principal
Underwriter Amount of
----------- Designated
Securities
to be
Purchased
---------
Morgan Stanley & Co. Incorporated. $13,281,250.00
Prudential Securities Incorporated $13,281,250.00
Salomon Smith Barney Inc. $13,281,250.00
Wachovia Securities, Inc. $13,281,250.00
Goldman, Sachs & Co. $ 7,500,000.00
J.P. Morgan Securities Inc. $ 7,500,000.00
A.G. Edwards & Sons, Inc. $ 250,000.00
Banc of America Securities LLC. $ 250,000.00
BB&T Capital Markets, Inc. $ 250,000.00
Bear, Stearns & Co. Inc. $ 250,000.00
CIBC World Markets Corp. $ 250,000.00
Commerzbank Capital Markets Corp. $ 250,000.00
Credit Suisse First Boston LLC. $ 250,000.00
Dain Rauscher Incorporated. $ 250,000.00
Deutsche Bank Securities Inc. $ 250,000.00
Fahnestock & Co. Inc. $ 250,000.00
H&R Block Financial Advisors, Inc. $ 250,000.00
J.J.B. Hilliard, W.L. Lyons, Inc. $ 250,000.00
Legg Mason Wood Walker, Incorporated. $ 250,000.00
Quick & Reilly, Inc. $ 250,000.00
Charles Schwab & Co., Inc. $ 250,000.00
TD Waterhouse Investor Services, Inc. $ 250,000.00
U.S. Bancorp Piper Jaffray Inc. $ 250,000.00
Wells Fargo Van Kasper, LLC. $ 250,000.00
Advest Inc. $ 125,000.00
Robert W. Baird & Co. Incorporated. $ 125,000.00
Banc One Capital Markets, Inc. $ 125,000.00
William Blair & Co. $ 125,000.00
Davenport & Company LLC. $ 125,000.00
D.A. Davidson & Co. $ 125,000.00
Fifth Third Securities, Inc. $ 125,000.00
Janney Montgomery Scott LLC. $ 125,000.00
C.L. King & Associates, Inc. $ 125,000.00
McDonald Investments Inc. $ 125,000.00
McGinn, Smith & Co., Inc. $ 125,000.00
Mesirow Financial, Inc. $ 125,000.00
Morgan Keegan & Company, Inc. $ 125,000.00
Parker/Hunter Incorporated. $ 125,000.00
Pershing. $ 125,000.00
Ryan, Beck & Co. LLC. $ 125,000.00
Southwest Securities, Inc. $ 125,000.00
Stifel, Nicolaus & Company Incorporated. $ 125,000.00
SunTrust Capital Markets, Inc. $ 125,000.00
Total $75,000,000.00
SCHEDULE II
Title of Designated Securities:
7.45% Depositary Shares representing a one-tenth (1/10th) fractional
interest of a share of 7.45% Series 3 Cumulative Redeemable Preferred
Stock, $0.01 par value., deposited with Wachovia Bank, National
Association. The Designated Securities include the Depositary Shares
and the deposited shares of 7.45% Series 3 Cumulative Redeemable
Preferred Stock.
Number of Shares:
3,000,000
Price to Public:
$25.00 per depositary share
Purchase Price by Underwriters:
$24.2125 per depositary share
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 a.m. (New York City time) on April 3, 2003
Dividend Payment Dates:
March 31, June 30, September 30 and December 31, commencing June 30,
2003
Redemption Provisions:
The Designated Securities may be redeemed, in whole or in part, at the
option of the Company, in the amount of $25.00 per depositary share
plus accumulated and unpaid dividends on or after April 3, 2008.
Closing location for delivery of Designated Securities:
Sullivan & Cromwell LLP, 125 Broad Street, New York, New York
Additional Closing Conditions:
None
Names and addresses of Representatives:
Designated Representative: Morgan Stanley & Co. Incorporated
Address for Notices, etc.: 1585 Broadway, New York, New York 10036
Other Terms:
None