Regency Centers Corporation (NYSE: REG) (“Regency”) and Equity
One, Inc. (NYSE: EQY) (“Equity One”) today announced the completion
of their previously announced merger, whereby Equity One merged
with and into Regency, with Regency continuing as the surviving
public company. The merger forms a combined company with a total
market capitalization of approximately $16 billion. Beginning March
2, 2017, Regency will be a member of the S&P 500 index.
“We are delighted to announce the completion of our merger with
Equity One, further establishing Regency Centers as the preeminent
national shopping center REIT,” stated Martin E. “Hap” Stein, Jr.,
Chairman and Chief Executive Officer. “With a high quality
portfolio of 429 properties located in many of the country’s top
markets, featuring outstanding demographics, augmented by a
best-in-class development and redevelopment program, we believe
Regency offers a unique long-term growth profile. Further, as we
have stated before, we expect the transaction to be accretive to
core FFO per share while preserving our sector-leading balance
sheet. Moving ahead, we look forward to the rapid integration of
the two platforms and to creating additional value for our
shareholders over the quarters and years to come.”
The completion of the transaction follows the satisfaction of
all conditions to the closing of the merger, including receipt of
approvals of the merger and other merger-related proposals by
Regency and Equity One stockholders, which approvals were
obtained on February 24, 2017.
Pursuant to the terms of the definitive merger agreement entered
into by and between Regency and Equity One on November 14, 2016,
Equity One stockholders are entitled to receive 0.45 of a newly
issued share of Regency common stock for each share of Equity One
common stock that they owned immediately prior to the effective
time of the merger. The common stock of the combined company will
trade under the symbol “REG” on the NYSE, and the Equity One common
stock will be suspended from trading on the NYSE effective as of
the opening of trading on March 2, 2017.
In connection with the completion of the merger, the Regency
board of directors has appointed Joseph Azrack, Chaim Katzman and
Peter Linneman, former Equity One directors, to serve on Regency’s
board. Mr. Katzman, the former Chairman of Equity One’s board, will
serve as non-executive Vice Chairman of the Regency board.
Regency’s current executive officers will continue to serve in
their current positions.
Following the merger, Regency now expects the combined portfolio
to produce annual Same Property NOI growth for 2017 within a new
range of 3.0% to 3.8%. This compares to previous guidance for
Regency as a stand-alone entity of 2.25% to 3.00%. Regency expects
to realize annualized cost savings of approximately $27 million by
2018, primarily related to the elimination of duplicative corporate
and property-level operating costs. The transaction is expected to
be accretive to Core FFO, assuming the anticipated full cost
benefits, before the positive incremental impacts of merger-related
purchase accounting adjustments, and after potential dispositions.
Regency will update its guidance more completely when it reports
first quarter 2017 results.
J.P. Morgan Securities LLC acted as financial advisor, and
Wachtell, Lipton, Rosen & Katz acted as legal advisor, to
Regency in connection with the merger. Barclays Capital Inc. acted
as lead financial advisor, Citigroup Global Markets Inc. acted as
co-financial advisor, and Kirkland & Ellis LLP acted as legal
advisor to Equity One in connection with the merger. ICR, LLC
served as communications advisor for the transaction.
About Regency Centers Corporation
Regency is the preeminent national owner, operator and developer
of neighborhood and community shopping centers which are primarily
anchored by productive grocers and located in affluent and infill
trade areas in the country’s most attractive metro areas. As of
December 31, 2016, Regency’s portfolio of 307 retail properties
encompassed over 42.2 million square feet, which includes
properties held in co-investment partnerships. Regency has
developed 225 shopping centers since 2000, representing an
investment at completion of more than $3.5 billion. Operating as a
fully integrated real estate company, Regency is a qualified real
estate investment trust that is self-administered and
self-managed.
About Equity One, Inc.
As of December 31, 2016, Equity One’s portfolio comprised 122
properties, including 101 retail properties and five non-retail
properties totaling approximately 12.8 million square feet of gross
leasable area, or GLA, 10 development or redevelopment properties
with approximately 2.3 million square feet of GLA, and six land
parcels. As of December 31, 2016, Equity One’s retail occupancy
excluding developments and redevelopments was 95.8% and included
national, regional and local tenants. Additionally, Equity One had
joint venture interests in six retail properties and two office
buildings totaling approximately 1.4 million square feet of
GLA.
Cautionary Statement Regarding Forward-Looking
Information
The information presented herein may contain forward looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 giving Regency’s or Equity One’s expectations or
predictions of future financial or business performance or
conditions. Forward-looking statements are typically identified by
words such as “believe,” “expect,” “anticipate,” “intend,”
“target,” “estimate,” “continue,” “positions,” “prospects” or
“potential,” by future conditional verbs such as “will,” “would,”
“should,” “could” or “may”, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties which change over
time. Forward-looking statements speak only as of the date they are
made and we assume no duty to update forward-looking statements. As
forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue
reliance on such statements.
In addition to factors previously disclosed in Regency’s and
Equity One’s reports filed with the Securities and Exchange
Commission and those identified elsewhere in this communication,
the following factors, among others, could cause actual results to
differ materially from forward-looking statements and historical
performance: the outcome of any legal proceedings that are or may
be instituted against Regency or Equity One; the possibility that
the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies or as a
result of changes in the economy and competitive factors in the
areas where Regency and Equity One do business; diversion of
management’s attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business
or employee relationships, including those resulting from the
completion of the transaction; Regency’s ability to complete the
integration of Equity One successfully or fully realize cost
savings and other benefits and other consequences associated with
mergers, acquisitions and divestitures; changes in asset quality
and credit risk; the potential liability for a failure to meet
regulatory requirements, including the maintenance of REIT status;
material changes in the dividend rates on securities or the ability
to pay dividends on common shares or other securities; potential
changes to tax legislation; changes in demand for developed
properties; adverse changes in financial condition of joint venture
partner(s) or major tenants; risks associated with the acquisition,
development, expansion, leasing and management of properties; risks
associated with the geographic concentration of Regency; risks
associated with the concentration of tenants; the impact of the
transactions on relationships, including with tenants, employees,
customers and competitors; significant costs related to uninsured
losses, condemnation, or environmental issues; the ability to
retain key personnel; and changes in local, national and
international financial market, insurance rates and interest rates.
Regency does not intend, and undertakes no obligation, to update
any forward-looking statement.
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version on businesswire.com: http://www.businesswire.com/news/home/20170301006495/en/
Regency Centers CorporationInvestor
ContactsMichael Mas,
904-598-7470MichaelMas@regencycenters.comorLaura Clark,
904-598-7831LauraClark@regencycenters.com
Equity One (NYSE:EQY)
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