Exhibit 1.5
Pricing Agreement
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J.P. Morgan Securities Inc.
Wachovia Capital Markets, LLC.
As Representatives of the several
Underwriters named in Schedule I hereto
c/o J.P. Morgan & Co.
New York, New York 10017-2070
March 29, 2004
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 January 15, 2002 (the "Underwriting
Agreement"), between the Partnership and Regency Centers Corporation, a Florida
corporation (the "Guarantor"), on the one hand and Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., on the other hand, to issue and sell to the Underwriters
named in Schedule I hereto (the "Underwriters") the Securities specified in
Schedule II hereto (the "Designated Securities"). Except as expressly amended,
replaced or supplemented herein, 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 defined terms not defined herein shall
have the definition contained in the Underwriting Agreement; 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, 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.
The Underwriting Agreement is hereby amended by adding new paragraph
(s) of Section 2:
(s): The financial statements and the related notes thereto
included or incorporated by reference in the Registration
Statement and the Prospectus comply in all material respects
with the applicable requirements of the Act and the Exchange
Act, as applicable, and fairly present the financial position
of the Company and its subsidiaries as of the dates indicated
and the results of their operations and the changes in their
cash flows for the periods specified; such financial
statements have been prepared in conformity with generally
accepted accounting
principles applied on a consistent basis throughout the
periods covered thereby, and the supporting schedules
included or incorporated by reference in the Registration
Statement fairly present the information required to be stated
therein; and the other financial information included or
incorporated by reference in the Registration Statement and
the Prospectus has been derived from the accounting records of
the Company and its subsidiaries and fairly presents the
information shown thereby.
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
pursuant to Rule 424 under the Act.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Partnership and the
Guarantor agree to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Partnership
and the Guarantor 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, the Partnership and the Guarantor.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
Very truly yours,
Regency Centers, L.P.
By: Regency Centers Corporation,
general partner
By: /s/ Bruce M. Johnson
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Name: Bruce M. Johnson
Title: Managing Director and Chief
Financial Officer
Regency Centers Corporation
By: /s/ Bruce M. Johnson
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Name: Bruce M. Johnson
Title: Managing Director and Chief
Financial Officer
Accepted as of the date hereof:
J.P. Morgan Securities Inc.
By: /s/ Robert Bottamedi
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(J.P. Morgan Securities Inc.)
Wachovia Capital Markets, LLC
By: /s/ William Ingram
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(Wachovia Capital Markets, LLC)
On behalf of each of the Underwriters
(Signature Page to Pricing Agreement)
SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Underwriter Purchased
J.P. Morgan Securities Inc.......................................$ 52,500,000
Wachovia Securities Financial Network, LLC.......................$ 52,500,000
Wells Fargo Brokerage Services, LLC..............................$ 17,250,000
PNC Capital Markets, Inc.........................................$ 8,625,000
SunTrust Capital Markets, Inc....................................$ 8,625,000
ING Financial Markets LLC........................................$ 6,225,000
U.S. Bancorp Piper Jaffray Inc...................................$ 4,275,000
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Total..........................................$ 150,000,000
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SCHEDULE II
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Title of Designated Securities:
4.950% Notes due April 15, 2014
Aggregate principal amount:
$150,000,000
Price to Public:
99.747% of the principal amount of the Designated Securities, plus
accrued interest, if any, from April 1, 2004 to the Time of Delivery
Purchase Price by Underwriters:
99.097% of the principal amount of the Designated Securities, plus
accrued interest, if any, from April 1, 2004 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 April 1, 2004
Indenture:
Indenture dated December 5, 2001 among the Partnership, the Guarantor
and Wachovia Bank, N.A. (formerly known as First Union National Bank),
as Trustee
Maturity:
April 15, 2014
Interest Rate:
4.950%
Interest Payment Dates:
April 15 and October 15 of each year, commencing October 15, 2004
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 the 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 LLP
125 Broad Street
New York, New York 10004
Additional Closing Conditions:
None
Names and addresses of Representatives:
Designated Representatives: J.P. Morgan Securities Inc. and Wachovia
Capital Markets, LLC.
Address for Notices, etc.: c/o J.P. Morgan Securities Inc., 270 Park
Avenue, New York, New York 10017-2070 (Attention: High Grade Syndicate
Desk - 8th Floor).
Other Terms:
None