Regency Centers LP Issues $400M in 5.600% Senior Unsecured Notes Due 2034
Ticker: REGCP · Form: 8-K · Filed: Jan 18, 2024 · CIK: 910606
| Field | Detail |
|---|---|
| Company | Regency Centers Corp (REGCP) |
| Form Type | 8-K |
| Filed Date | Jan 18, 2024 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.01, $1.50 billion, $400,000,000 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: debt-issuance, corporate-finance, fixed-income
TL;DR
**Regency Centers just took on $400M in new debt at 5.600% due 2034.**
AI Summary
Regency Centers Corporation and Regency Centers, L.P. filed an 8-K on January 18, 2024, to report the entry into a material definitive agreement and the creation of a direct financial obligation. This filing indicates that Regency Centers, L.P. issued $400,000,000 in 5.600% Senior Unsecured Notes due 2034. This matters to investors because it shows the company is taking on new debt to fund its operations or growth, which could impact future earnings and dividend capacity.
Why It Matters
This new debt issuance of $400 million at a 5.600% interest rate will increase Regency Centers' financial obligations, potentially affecting its cash flow and profitability in the long term.
Risk Assessment
Risk Level: medium — The issuance of $400 million in new debt increases the company's leverage, which could pose a risk if interest rates rise further or if the company's cash flow generation weakens.
Analyst Insight
Investors should monitor Regency Centers' upcoming earnings reports for details on how the proceeds from this $400 million debt issuance are being utilized and its impact on the company's debt-to-equity ratio and interest coverage.
Key Numbers
- $400,000,000 — Senior Unsecured Notes (New debt issued by Regency Centers, L.P.)
- 5.600% — Interest Rate (Annual interest rate on the new notes)
- 2034 — Maturity Year (When the new notes are due)
Key Players & Entities
- Regency Centers Corporation (company) — registrant
- Regency Centers, L.P. (company) — registrant and issuer of notes
- $400,000,000 (dollar_amount) — principal amount of Senior Unsecured Notes
- 5.600% (dollar_amount) — interest rate on Senior Unsecured Notes
- 2034 (date) — maturity year of Senior Unsecured Notes
- January 18, 2024 (date) — date of earliest event reported
Forward-Looking Statements
- Regency Centers' interest expenses will increase in upcoming financial reports due to the new debt. (Regency Centers Corporation) — high confidence, target: Q1 2024 earnings report
- The company will use the proceeds from the notes for general corporate purposes, potentially including property acquisitions or development. (Regency Centers, L.P.) — medium confidence, target: Next earnings call
FAQ
What was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on January 18, 2024, concerning the entry into a material definitive agreement and the creation of a direct financial obligation.
Which entity issued the Senior Unsecured Notes?
Regency Centers, L.P. issued the Senior Unsecured Notes, as indicated by the filing details for 'Creation of a Direct Financial Obligation'.
What is the principal amount and interest rate of the newly issued notes?
The principal amount of the newly issued Senior Unsecured Notes is $400,000,000, and they carry an interest rate of 5.600%.
When do these Senior Unsecured Notes mature?
These Senior Unsecured Notes are due in 2034.
What are the two main items of information reported in this 8-K filing?
The two main items of information reported are 'Entry into a Material Definitive Agreement' and 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant'.
Filing Stats: 1,380 words · 6 min read · ~5 pages · Grade level 10.6 · Accepted 2024-01-18 16:59:34
Key Financial Figures
- $0.01 — e Redeemable Preferred Stock, par value $0.01 per share REGCP The Nasdaq Stock Mar
- $1.50 billion — olving credit facility in the amount of $1.50 billion for a term of four years (plus two six-
- $400,000,000 — ith respect to the previously announced $400,000,000 Note offering of 5.250% Notes due 2034
Filing Documents
- d690058d8k.htm (8-K) — 48KB
- d690058dex41.htm (EX-4.1) — 837KB
- d690058dex42.htm (EX-4.2) — 24KB
- d690058dex43.htm (EX-4.3) — 40KB
- g690058dsp8aa.jpg (GRAPHIC) — 9KB
- g690058g0118120705347.jpg (GRAPHIC) — 3KB
- 0001193125-24-010272.txt ( ) — 1370KB
- reg-20240118.xsd (EX-101.SCH) — 5KB
- reg-20240118_cal.xml (EX-101.CAL) — 1KB
- reg-20240118_def.xml (EX-101.DEF) — 15KB
- reg-20240118_lab.xml (EX-101.LAB) — 23KB
- reg-20240118_pre.xml (EX-101.PRE) — 16KB
- d690058d8k_htm.xml (XML) — 9KB
01
Item 1.01 Entry into a Material Definitive Agreement Revolving Credit Facility On January 18, 2024, Regency Centers, L.P. ("RCLP"), as borrower, and Regency Centers Corporation (" Regency "), as guarantor, entered into a Sixth Amended and Restated Credit Agreement dated as of January 18, 2024 (the "Credit Agreement"), with the financial institutions party thereto, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for an unsecured revolving credit facility in the amount of $1.50 billion for a term of four years (plus two six-month extension options) and includes an accordion feature which permits the borrower to request increases in the size of the revolving loan facility by up to an additional $1.50 billion. The interest rate on the revolving credit facility is equal to SOFR plus a margin that is determined based on the borrower's long-term unsecured debt ratings and ratio of indebtedness to total asset value. At the time of the closing, the effective interest rate was SOFR plus a credit spread adjustment of 10 basis points plus a margin of 72.5 basis points. The Credit Agreement also incorporates sustainability-linked adjustments to the interest rate, which provide for upward or downward adjustments to the applicable margin if the Company achieves, or fails to achieve, certain specified targets based on Scope 1 and Scope 2 emission standards as set forth in the Credit Agreement. At the time of the closing, a 1 basis point downward sustainability-linked adjustment to the interest rate was applicable. Wells Fargo Securities, LLC, and PNC Capital Markets LLC were Joint Bookrunners. Wells Fargo Bank, National Association, is Administrative Agent. PNC Bank, National Association, was Syndication Agent. Each of Wells Fargo Securities, LLC, PNC Capital Markets LLC, Truist Securities, Inc., U.S. Bank National Association, and Regions Capital Markets, was a Joint Lead Arranger. Each of Truist Bank, U.S. Bank
03
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 above is incorporated by reference herein.
01
Item 8.01 Other Events. On January 18, 2024, RCLP and Regency entered into a Seventh Supplemental Indenture (the "Seventh Supplemental Indenture") with U.S. Bank Trust Company, National Association, as trustee, with respect to the previously announced $400,000,000 Note offering of 5.250% Notes due 2034 (the "Notes"). The Notes are guaranteed as to the payment of principal and interest by Regency. The offering of the Notes closed on January 18, 2024. 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. RCLP and Regency entered into the Seventh Supplemental Indenture in connection with the offering of the Notes to, among other things, amend the definition of "Treasury Rate", amend and restate the Right of Redemption provision, and amend the Notice of Redemption provision. The foregoing is not a complete discussion of the Seventh Supplemental Indenture and is qualified in its entirety by reference to the full text of the Seventh Supplemental Indenture attached to this Current Report on Form 8-K as Exhibit 4.2, which is incorporated herein by reference.
Financial Statements and Exhibits
Financial Statements and Exhibits 4.1 Sixth Amended and Restated Credit Agreement, dated as of January 18, 2024, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto. 4.2 Seventh Supplemental Indenture dated as of January 18, 2024 to the Indenture dated as of December 5, 2001 among RCLP, Regency, as guarantor, and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of Global Note for 5.250% Notes due 2034 of Regency Centers, L.P. 4.4 Guarantee of Regency Centers Corporation (included in the Global Note filed as Exhibit 4.3). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents) 2
SIGNATURES
SIGNATURES 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. REGENCY CENTERS CORPORATION January 18, 2024 By: /s/ Michael R. Herman Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary REGENCY CENTERS, L.P. By: Regency Centers Corporation, its general partner January 18, 2024 By: /s/ Michael R. Herman Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary 3