Regency Centers Corporation (REG) Updates Equity Distribution Agreements

On January 6, 2025, Regency Centers Corporation (REG, Financial) announced amendments to its existing equity distribution agreements. These changes involve the appointment of Latham & Watkins LLP as the company’s legal counsel. The amendments affect agreements with several financial institutions, including Wells Fargo Securities, J.P. Morgan Securities, Jefferies, and others, acting as sales agents or forward sellers.

The company plans to continue issuing shares of common stock with an aggregate offering price of up to $500 million. These shares will be sold periodically under the amended agreements, as outlined in the ATM Prospectus Supplement filed with the Securities and Exchange Commission (SEC) on August 8, 2023. This supplement, along with the Base Prospectus dated March 23, 2023, forms part of the company’s shelf registration statement on Form S-3.

Regency Centers Corporation has also filed revised tax disclosures related to the ATM Prospectus Supplement. These revisions replace previous sections under “Certain Material Federal Income Tax Considerations” in both the Base Prospectus and the ATM Prospectus Supplement. Additionally, the section “Validity of Securities” in the ATM Prospectus Supplement has been updated to reflect that certain legal matters, including U.S. federal income tax considerations, will be handled by Latham & Watkins LLP. The validity of the common stock will be overseen by Foley & Lardner LLP, with Sullivan & Cromwell LLP representing the sales agents and Davis Polk & Wardwell LLP representing the forward purchasers.

This report does not constitute an offer to sell or a solicitation to buy any securities. No sales will occur in jurisdictions where such actions would be unlawful prior to registration or qualification under applicable securities laws.

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