Introductory Note
This Current Report on Form 8-K is being filed in connection with the consummation on August 18, 2023 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 17, 2023, by and among Regency Centers Corporation, a Florida corporation (“Regency”), Hercules Merger Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Regency (“Merger Sub”), Urstadt Biddle Properties Inc., a Maryland corporation (the “Company”), UB Maryland I, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company (“Hermes Sub I”), and UB Maryland II, Inc., a Maryland corporation and a direct wholly-owned subsidiary of Hermes Sub I (“Hermes Sub II”).
Pursuant to the Merger Agreement, on August 18, 2023: (i) Hermes Sub II merged with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of Hermes Sub I, and (ii) following the First Merger, Hermes Sub I merged with and into Merger Sub (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub surviving the Second Merger as a wholly owned subsidiary of Regency.
On August 18, 2023, following the Mergers, the Company was converted into a Maryland limited liability company bearing its current name “REG-UB Properties, LLC” (such conversion, the “Conversion”).
Item 1.02. |
Termination of a Material Definitive Agreement. |
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Mergers on August 18, 2023, the Company caused the repayment in full of all indebtedness, liabilities and other obligations under, and terminated, the Amended and Restated Credit Agreement, dated as of March 30, 2021, by and among the Company, The Bank of New York Mellon, as Administrative Agent, and Wells Fargo Bank, N.A. and Bank of Montreal as Co-Syndication Agents and the lenders named therein. The Company did not incur any material early termination penalties as a result of such terminations.
Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the terms and subject to the conditions set forth in the Merger Agreement, on August 18, 2023, at the effective time of the First Merger (the “First Merger Effective Time”), each share of the Company’s common stock, par value $0.01 per share (“Company Common Stock”), class A common stock, par value $0.01 per share (“Company Class A Common Stock” and, together with Company Common Stock, the “Company Common Shares”), 6.25% Series H Cumulative Redeemable Preferred Stock of the Company, par value $0.01 per share (the “Company Series H Preferred Stock”), and 5.875% Series K Cumulative Redeemable Preferred Stock of the Company, par value $0.01 per share (the “Company Series K Preferred Stock”), was converted into one equivalent share in Hermes Sub I, with respect to each class, subject to limited exceptions set forth in the Merger Agreement. Immediately thereafter, at the effective time of the Second Merger (the “Second Merger Effective Time”), each share of Hermes Sub I’s common stock, par value $0.01 per share (“Hermes Sub I Common Stock”), and class A common stock, par value $0.01 per share was converted into 0.347 (the “Exchange Ratio”) of a share of common stock, par value $0.01 per share of Regency (“Regency Common Stock”), without interest (the “Merger Consideration”), subject to limited exceptions set forth in the Merger Agreement, and each share of Hermes Sub I’s 6.25% Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share , and 5.875% Series K Cumulative Redeemable Preferred Stock, par value $0.01 per share , was converted into one share of newly issued 6.25% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share of Regency, and 5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Regency, respectively, having substantially similar terms as the Company’s corresponding series of preferred stock.