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On May 8, 2025, Regency Centers, L.P. (“RCLP”) and Regency Centers Corporation (“Regency”), the general partner of RCLP, entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, as representative of the several underwriters named therein, pursuant to which RCLP agreed to issue and sell an aggregate of $400,000,000 principal amount of its 5.00% Notes due 2032 (the “Notes”) priced to the public at 99.279% of principal amount. The Notes are guaranteed as to the payment of principal and interest by Regency. The offering of the Notes closed on May 13, 2025.

The Notes bear interest at a rate of 5.00% per annum and mature on July 15, 2032. Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2026, to holders of record on the immediately preceding January 1 and July 1. The Notes will be unsecured and unsubordinated debt of RCLP and will rank on a parity with all its existing and future unsecured and unsubordinated debt.

The Notes were issued pursuant to the terms of that certain 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, the Fourth Supplemental Indenture dated as of January 26, 2017, the Fifth Supplemental Indenture dated as of March 6, 2019, the Sixth Supplemental Indenture dated as of May 13, 2020, and the Seventh Supplemental Indenture dated January 18, 2024, each among RCLP, as issuer, Regency, as guarantor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee.

The estimated net proceeds from the offering of the Notes are expected to be approximately $393.7 million, after deducting the underwriting discount and other estimated offering expenses payable by RCLP. RCLP intends to use the net proceeds from the offering (i) to reduce the outstanding balance on its line of credit, (ii) for the repayment of its $250 million aggregate principal amount outstanding of 3.90% notes due November 1, 2025 upon their maturity, and (iii) for general corporate purposes, including, but not limited to, the future repayment of other outstanding debt.

The foregoing is not a complete discussion 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 Form as Exhibit 1.1, which is incorporated herein by reference.

On May 8, 2025, Regency issued a press release announcing the pricing of the offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form and is incorporated by reference.

 

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.