REG Regency Centers Corporation

Withdrawal of Guidance

On March 30, 2020, Regency issued a press release announcing, among other things, the withdrawal of its fiscal 2020 guidance provided on February 12, 2020 due to the complex and rapidly evolving circumstances around the COVID-19 pandemic. Regency is not providing an updated outlook at this time. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.  In addition, Regency has posted to its website a presentation deck which is filed as Exhibit 99.2 to this report and is incorporated herein by reference.

Settlement of Forward Master Confirmations

During March 2020, Regency physically settled its forward master confirmations, each dated May 17, 2017 and amended on November 13, 2018 and supplemented on September 11, 2019, by and between Regency and each of JPMorgan Chase Bank, National Association and Bank of America, N.A. (the “Forward Master Confirmations”) by delivering an aggregate of 1,894,845 shares of Regency’s common stock. Upon physical settlement of the Forward Master Confirmations, Regency received net proceeds of approximately $125 million, after deducting the underwriters’ discount and before deducting estimated offering expenses.

Under the Forward Master Confirmations, Regency agreed to sell to JPMorgan Chase Bank, National Association and Bank of America, N.A. (each, a “Forward Purchaser”) the same number of shares of Regency’s common stock sold by an affiliate of the Forward Purchaser in the underwritten public offering. In connection with the Forward Master Confirmations, the Forward Purchaser (or its affiliate) borrowed from third-party lenders and sold in the underwritten public offering shares of the Company’s common stock having an aggregate offering price of up to approximately $128.8 million.

The foregoing description of the Forward Master Confirmations does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Forward Master Confirmations which are filed as Exhibits 1.3 and 1.4 to the Company’s Current Report on Form 8-K filed on May 17, 2017, each of which are incorporated herein by reference, and the Forward Master Confirmation Amendments which are filed as Exhibits 1.3 and 1.4 to the Company’s Current Report on Form 8-K filed on November 14, 2018, each of which are incorporated herein by reference. The shares of common stock issued upon the physical settlement of the Forward Master Confirmations were previously registered pursuant to a Prospectus Supplement dated May 17, 2017 under Regency’s prior Registration Statement on Form S-3 ASR (Registration No. 333-217081) filed with the Securities and Exchange Commission on March 31, 2017 (the “Prior Registration Statement”). Pursuant to Rule 429(b), Regency’s Registration Statement on Form S-3 ASR (Registration No. 333-237145) filed with the Securities and Exchange Commission on March 13, 2020 (the “Registration Statement”) also constitutes the Prior Registration Statement, which post-effective amendment to the Prior Registration Statement became effective concurrently with the effectiveness of the Registration Statement.

On March 30, 2020, Regency issued a press release announcing the final settlement. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this item shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any disclosure document relating to Regency, except to the extent, if any, expressly set forth by specific reference in such filing.