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| Lisa Palmer |
The combined
company is expected to have a pro forma equity market capitalization of
approximately $11 billion and total enterprise value of approximately $16
billion.
Under the terms of the Agreement, Urstadt
Biddle’s Class A Common (UBA) and Common (UBP) stockholders will receive 0.347
of a newly-issued REG share for each UBA or UBP share they own, representing a
total consideration of approximately $20.40 per share based on Regency’s
closing share price on May 17, 2023.
Upon closing,
Regency and Urstadt Biddle shareholders will own approximately 93% and 7% of
the combined company, respectively. The respective Boards of Directors of both
Regency and Urstadt Biddle have each approved the transaction.
“We couldn’t be more excited about the
combination of our two great companies,” said Lisa Palmer,
President and Chief Executive Officer of Regency.
“The portfolio
that Urstadt Biddle has carefully assembled over more than 50 years offers a
highly aligned demographic and merchandising profile to Regency.
Both companies
have a successful track record of owning and operating best-in-class
grocery-anchored neighborhood and community centers in premier suburban trade
areas, and we look forward to the synergies and growth opportunities that this
transaction will offer to the combined shareholder base.”
"Regency has a long, successful history
of being a sector and industry leader in the ownership and operation of
high-quality shopping centers around the country, with one of the best-regarded
teams in the REIT industry," said Willing L. Biddle,
President and CEO of Urstadt Biddle.
"I have no doubt that our portfolio will
be in great hands under Regency leadership, and as a future Regency shareholder
I look forward to the scale and platform benefits that the combination of our
two companies will provide.”
Willing L. Biddle
The combined portfolio will be comprised of
481 total properties encompassing more than 56 million square feet of gross
leasable area. The combination is expected to provide several strategic
benefits, including:
- Strategically Aligned Portfolios of
High-Quality, Open-Air Shopping Centers: The transaction grows
the combined company’s footprint of high-quality, grocery-anchored
shopping centers in premier suburban trade areas while enhancing Regency’s
overall geographic diversification and maintaining a strong tenant roster.
-
- Best-In-Class Operating Platform Drives Value
Creation: Regency’s sector-leading national leasing and asset management
platform is positioned to unlock value within the combined portfolio.
-
- Positive Financial Benefit: The transaction is
expected to be immediately accretive to Core Operating Earnings (defined
below), including approximately $9 million of annual cost savings benefit.
-
- Maintains Balance Sheet and Liquidity
Strength: The all-stock transaction preserves Regency’s well-capitalized and
flexible balance sheet to support continued growth as pro forma leverage
remains at the low end of Regency’s target range of 5.0x – 5.5x.
UBP is expected to align the timing of its
quarterly dividend payments to Regency’s during the pendency of the merger. The
transaction is expected to be non-taxable to Urstadt Biddle shareholders.
 |
| Christy McElroy |
The transaction is currently expected to close late in the third quarter or early in the fourth quarter of 2023, subject to the receipt of approval of UBA and UBP shareholders and satisfaction of other customary closing conditions.
Stockholders of UBP holding approximately 68%
of UBP’s voting rights have entered into an agreement to vote in favor of the
transaction.
There are no
anticipated changes to Regency’s executive management team or Board of
Directors.
John T. Hayes
RBC Capital Markets and Wells Fargo Securities
are acting as financial advisors and Wachtell, Lipton, Rosen & Katz is
serving as legal advisor to Regency Centers.
Eastdil
Secured and Deutsche Bank are acting as financial advisors and Hogan Lovells US
LLP is serving as legal advisor.
CONTACTS:
Regency
– Investor Contact
Christy McElroy, SVP, Capital Markets
904 598 7616
ChristyMcElroy@regencycenters.com
Urstadt Biddle – Investor Contact
John T. Hayes, CFO
203 863 8200
jhayes@ubproperties.com
