Item 1.01 Entry into a Material Definitive Agreement
Credit Facilities
On November 10, 2026 (the “Closing Date”), Regency Centers, L.P. (“RCLP”), as borrower, and Regency Centers Corporation (“Regency”), as a guarantor, entered into a Seventh Amended and Restated Credit Agreement, dated as of November 10, 2026 (the “Credit Agreement”), with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, which amends and restates in its entirety the Sixth Amended and Restated Credit Agreement, dated as of January 18, 2024 (as amended by the First Amendment to Sixth Amended and Restated Credit Agreement, dated as of July 8, 2024). The Credit Agreement provides for a senior unsecured revolving credit facility in an aggregate principal amount of $1.5 billion (the “Revolving Credit Facility”) with a maturity date of November 8, 2030, and a senior unsecured delayed draw term loan facility in an aggregate principal amount of $550.0 million (the “Term Loan Facility”) with a maturity date of February 10, 2031, which may be drawn in up to six borrowings during the availability period commencing after the Closing Date and ending no later than May 10, 2027. The Credit Agreement has an uncommitted accordion feature allowing for an increase of the revolving commitments, an increase of the term loan commitments (prior to the end of the availability period) or the addition of additional term loans or one or more tranches of new term loans, in each case, subject to certain conditions, including one or more new or existing lenders agreeing to provide commitments for such increased amount, provided that, after giving effect to any such increase or additional term loans, the aggregate amount of commitments and term loans under the Credit Agreement may not exceed $3.0 billion. The Revolving Credit Facility includes a $50.0 million letter of credit sublimit, a swingline subfacility of up to $125.0 million and an option for competitive bid loans of up to 50% of the revolving commitments. The obligations under the Credit Agreement are unsecured and are guaranteed by Regency and, in certain circumstances, certain of Regency’s subsidiaries.
Loans under the Credit Agreement accrue interest at a per annum rate equal to, at RCLP’s election, in the case of the Revolving Credit Facility, either a forward-looking term rate based on the secured overnight financing rate (“SOFR”) or daily simple SOFR plus an applicable margin ranging from 0.625% to 1.350% or a base rate determined according to the highest of the prime rate, the federal funds rate plus 0.50% and daily simple SOFR plus 1.00%, plus an applicable margin ranging from 0.000% to 0.350% and, in the case of the Term Loan Facility, either SOFR or daily simple SOFR plus an applicable margin ranging from 0.675% to 1.550% or a base rate determined according to the highest of the prime rate, the federal funds rate plus 0.50% and daily simple SOFR plus 1.00%, plus an applicable margin ranging from 0.000% to 0.550%. In each case, the applicable margin is determined according to RCLP’s credit rating, subject to a reduction in certain circumstances based on Regency’s ratio of indebtedness to total asset value. RCLP is required to pay a facility fee at a rate ranging from 0.100% to 0.300% per annum, depending on RCLP’s credit rating, subject to a reduction in certain circumstances based on Regency’s ratio of indebtedness to total asset value, on the daily amount of the revolving commitments, whether used or unused. Until the delayed draw term loan commitments under the Term Loan Facility are terminated or expire, RCLP is required to pay a ticking fee at a rate of 0.125% per annum on the daily amount of unfunded delayed draw term loan commitments, which accrues beginning on the date that is ninety-one days after the effective date of the Credit Agreement. Amounts owing under the Credit Agreement (other than competitive bid loans) may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a SOFR-based rate election is in effect. No amortization payments are required on the term loans prior to their maturity date, and term loans that are repaid or prepaid may not be reborrowed. RCLP has the option to extend the maturity date of each of the Revolving Credit Facility and the Term Loan Facility twice, in each case, by an additional six months, subject to the satisfaction of certain conditions, including the payment of an extension fee of 0.050%, in the case of the first extension, and 0.075%, in the case of the second extension, on the aggregate amount of the then-outstanding revolving commitments or term loans, as applicable.
Wells Fargo Securities, LLC, PNC Capital Markets LLC and U.S. Bank National Association were Joint Bookrunners for each of the Revolving Credit Facility and the Term Loan Facility. PNC Bank, National Association and U.S. Bank National Association were Co-Syndication Agents. Each of Wells Fargo Securities, LLC, PNC Capital Markets LLC, U.S. Bank National Association, Truist Securities, Inc. and Regions Capital Markets was a Joint Lead Arranger for the Revolving Credit Facility, and each of PNC Capital Markets LLC, Wells Fargo Securities, LLC, U.S. Bank National Association, The Bank of New York Mellon and Regions Capital Markets was a Joint Lead Arranger for the Term Loan Facility. Each of Regions Bank, Truist Bank, Bank of America, N.A., Mizuho Bank, Ltd., JPMorgan Chase Bank, N.A. and TD Bank, N.A. was a Co-Documentation Agent, and each of The Bank of New York Mellon, BMO Bank, N.A., The Bank of Nova Scotia and Royal Bank of Canada was a Senior Managing Agent. Associated Bank, National Association also participated as a lender under each of the Revolving Credit Facility and the Term Loan Facility.
