Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

Introductory Note

As previously disclosed in the Current Report on Form filed by Regency Centers Corporation, a Florida corporation (“”), on May 18, 2023 with the Securities and Exchange Commission, on May 17, 2023, Regency entered into an Agreement and Plan of Merger (“”) by and among Regency, Hercules Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of Regency (“”), Urstadt Biddle Properties Inc., a Maryland corporation (“”), UB Maryland I, Inc., a Maryland corporation and a direct wholly owned subsidiary of Urstadt Biddle (“”), and UB Maryland II, Inc., a Maryland corporation and a direct wholly owned subsidiary of Hermes Sub I (“”).

On August 18, 2023 (the “”), upon the terms and subject to the conditions set forth in the Merger Agreement, (a) Hermes Sub II merged with and into Urstadt Biddle (the “”), with Urstadt Biddle surviving the First Merger as a wholly owned subsidiary of Hermes Sub I, and (b) following the First Merger, Hermes Sub I merged with and into Merger Sub (the “” and together with the First Merger, the “”), with Merger Sub being the surviving entity in the Second Merger.

Item 3.02. Unregistered Sale of Equity Securities.

The information set forth in (a) Item 5.03 under the subheading “Fifth Amended and Restated Agreement of Limited Partnership,” and (b) the RCLP Series A Amendment (as defined below) and RCLP Series B Amendment (as defined below), which are filed hereto as Exhibits 3.4 and 3.5, respectively, are incorporated herein by reference to this Item 3.02.

Item 3.03. Material Modification to the Rights of Security Holders.

The information set forth in (a) Item 5.03 under the subheading “Articles of Incorporation,” and (b) the Series A Amendment (as defined below) and Series B Amendment (as defined below), which were filed as Exhibits 3.3 and 3.4, respectively, to Regency’s registration statement on Form filed on August 17, 2023, are incorporated herein by reference to this Item 3.03.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 16, 2023, Regency filed with the State of Florida amendments to the Regency Restated Articles of Incorporation (the “”) (a) designating the preferences, rights and limitations of the Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“” and such amendment, the “”), (b) designating the preferences, rights and limitations of the Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“” and such amendment, the “”) and (c) for the deletion of the designations for Regency’s Series 6 and Series 7 Cumulative Redeemable Preferred Stock, of which no shares were issued and outstanding as of the filing date of the amendment for their deletion (such amendment, the “”). A copy the Series A Amendment, Series B Amendment and Series 6 and 7 Deletion Amendment, which were filed as Exhibits 3.3, 3.4 and 3.5, respectively, to Regency’s registration statement on Form filed on August 17, 2023, are incorporated herein by reference.

On August 18, 2023, following the closing of the transactions contemplated by the Merger Agreement and the conversion of Urstadt Biddle into a Maryland limited liability company called “REG-UB Properties LLC,” Regency contributed all of the issued and outstanding membership interests of Merger Sub, which is the surviving company of the Second Merger, and holds the newly acquired Urstadt Biddle business, in exchange for common units, Series A Cumulative Redeemable Preferred Units and Series B Cumulative Redeemable Preferred Units of Regency Centers, L.P. (the “”). The number of common units, Series A Cumulative Redeemable Preferred Units and Series B Cumulative Redeemable Preferred Units issued by the Operating Partnership in the aforementioned contribution is equal to the number of shares of Regency common stock, Regency Series A Preferred Stock and Regency Series B Preferred Stock, respectively, as were issued in connection with the Mergers. The Series A Cumulative Redeemable Preferred Units and Series B Cumulative Redeemable Preferred Units have substantially identical economic terms as the Regency Series A Preferred Stock and Regency Series B Preferred Stock, respectively, as set forth in the Amendment dated August 16, 2023 to the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership Relating to the Series A Cumulative Redeemable Preferred Units (the “”) and Amendment dated August 16, 2023 to the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership Relating to the Series B Cumulative Redeemable Preferred Units (the “”) executed by Regency, as general partner of the Operating Partnership. The RCLP Series A Amendment and RCLP Series B Amendment are attached hereto as Exhibits 3.4 and 3.5, respectively, and are incorporated herein by reference.

 

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On August 18, 2023, Regency issued a press release announcing the closing of the Mergers described in the Introductory Note. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished under this item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

On August 21, 2023, shares of Regency Series A Preferred Stock and Regency Series B Preferred Stock, issued pursuant to the Mergers are expected to be listed on, and begin trading on, the Nasdaq Stock under trading symbols “REGCP” and “REGCO,” respectively.

 

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused report to be signed on its behalf by the undersigned hereunto duly authorized.