Equity One, Inc. (NYSE:EQY) Files An 8-K Other Events
Item8.01.
| Other Events. |
As previously announced on February13, 2017, the Board of
Directors (the Board) of Equity One, Inc. (the Company or Equity
One) authorized a prorated dividend on the Companys common stock
in the amount of $0.14422 per share in connection with the
anticipated completion of its previously announced pending merger
(the Merger) with Regency Centers Corporation (Regency), which
will be paid on February28, 2017 to stockholders of record at the
close of business on February24, 2017 (the Initial Stub Dividend
Amount).On February14, 2017, the Board authorized an additional
prorated dividend on the Companys common stock in the amount of
$0.03667 per share in connection with the Merger, which will also
be paid on February28, 2017 to stockholders of record at the
close of business on February24, 2017, which, together with the
Initial Stub Dividend Amount, will result in the payment of an
aggregate dividend of $0.18089 per share of Company common stock
payable on February28, 2017 to stockholders of record at the
close of business on February24, 2017.
The closing of the Merger is expected to occur on or around
March1, 2017, subject to the approval of the stockholders of
Regency and Equity One and the satisfaction of other customary
closing conditions. Regency and Equity One have each scheduled a
special meeting of their stockholders for February24, 2017. There
can be no assurance that all closing conditions will be satisfied
by March1, that the Merger will close on March1, or that the
Merger will be consummated.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes forward-looking statements. Use
of the words may, will, would, could, should, believes,
estimates, projects, potential, expects, plans, seeks, intends,
evaluates, pursues, anticipates, continues, designs, impacts,
affects, forecasts, target, outlook, initiative, objective,
designed, priorities, goal, or the negative of those words or
other similar expressions is intended to identify forward-looking
statements that represent our current judgment about possible
future events. These forward-looking statements may include
statements with respect to, among other things, the proposed
Merger with Regency, including the expected timing of completion
of the Merger; the benefits of the Merger; the combined companys
plans, objectives and expectations; future financial and
operating results; and other statements that are not historical
facts.
These forward-looking statements are based on numerous
assumptions (some of which may prove to be incorrect) and are
subject to risks, uncertainties and other factors that could
cause actual results and events to differ materially from those
expressed or implied by these forward-looking statements,
including the following risks, uncertainties and other
factors:
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the risk that the Merger may not be completed in a timely manner or at all due to the failure to obtain the approval of the Companys or Regencys stockholders or the failure to satisfy other conditions to completion of the Merger; |
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the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; |
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the outcome of any legal proceeding that may be instituted against the Company and others following the announcement of the Merger; |
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the amount of the costs, fees, expenses and charges related to the Merger; |
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the risk that the benefits of the Merger, including synergies, may not be fully realized or may take longer to realize than expected; |
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the risk that the Merger may not advance the combined companys business strategy; |
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the risk that the combined company may experience difficulty integrating the Companys employees or operations; |
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the potential diversion of the Companys managements attention resulting from the proposed Merger; |
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economic uncertainty or downturns in general, or in the areas where the Companys properties are located; |
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local conditions, such as an oversupply of retail space, a reduction in demand for retail space or a change in local demographics; |
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the attractiveness of the Companys properties to tenants and competition for tenants from other available space; |
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adverse changes in the financial condition of the Companys tenants and ongoing consolidation within the retail sector; |
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the adverse impact of competition from new retail platforms and concepts to the Companys existing tenants; |
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changes in the perception of retailers or shoppers regarding the safety, convenience and attractiveness of the Companys shopping centers; |
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changes in the overall climate of the retail industry; |
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the Companys ability to provide adequate management services and to maintain its properties; |
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increased operating costs, if these costs cannot be passed through to tenants; |
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the expense of periodically renovating, repairing and re-letting spaces; |
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the impact of increased energy costs on consumers and its consequential effect on the number of shopping visits to our properties; |
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the consequences of any armed conflict involving, or terrorist attack against, the United States; |
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greater than anticipated construction or operating costs or delays in completing development or redevelopment projects or obtaining necessary approvals therefor; |
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inflationary, deflationary and other general economic trends; |
| fluctuations in interest rates; |
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the loss of key employees or inability to identify and recruit new employees; |
| the outcome of pending or future litigation; |
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the adequacy of the Companys cash flows from operations to meet its ongoing cash obligations and fund its investment program; |
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the potential liability for a failure to meet regulatory requirements, including the maintenance of REIT status; |
| potential changes to tax legislation; |
| changes in demand for developed properties; |
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risks associated with the acquisition, development, expansion, leasing and management of properties; |
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the effects of losses from natural catastrophes in excess of insurance coverage; |
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the potential impact of announcement of the proposed transactions or consummation of the proposed transactions on relationships, including with tenants, employees, customers and competitors; and |
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other factors identified in the Companys and Regencys filings with the Securities and Exchange Commission (the SEC). |
Actual results may differ materially from those projected in
the forward-looking statements. The Company does not undertake to
update any forward-looking statements.
Additional Information About the Proposed Transaction and
Where to Find It
This Current Report on Form 8-K does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. In connection with the
proposed transaction, Regency filed with the SEC a registration
statement on Form S-4 that includes a joint proxy statement of
Equity One and Regency, and that also constitutes a prospectus of
Regency. The Registration Statement was declared effective by the
SEC on January19, 2017, and Regency and Equity One mailed the
definitive joint proxy statement/prospectus to their respective
stockholders on or about January24, 2017. Equity One and Regency
also plan to file other documents with the SEC with respect to
the proposed transaction. INVESTORS ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR
INCORPORATED BY REFERENCE IN THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors may obtain free copies of the registration statement,
the definitive joint proxy statement/prospectus and other
relevant documents filed by Equity One and Regency with the SEC
(if and when they become available) through the website
maintained by the SEC at www.sec.gov. Copies of the documents
filed by Equity One with the SEC are available free of charge on
Equity Ones website at www.equityone.com, and copies of the
documents filed by Regency with the SEC are also available free
of charge on Regencys website at www.regencycenters.com.
Equity One, Regency and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Equity Ones and Regencys stockholders in respect of
the proposed transaction. Information regarding Equity Ones
directors and executive officers can be found in Equity Ones
Annual Report on Form 10-K for the fiscal year ended December31,
2015 filed with the SEC on February26, 2016. Information
regarding Regencys directors and executive officers can be found
in Regencys definitive proxy statement filed with the SEC on
March14, 2016. Additional information regarding the interests of
such potential participants is included in the definitive joint
proxy statement/prospectus and other relevant documents filed
with the SEC in connection with the proposed transaction if and
when they become available. These documents are available free of
charge on the SECs website and from Equity One or Regency, as
applicable, using the sources indicated above.
About Equity One, Inc. (NYSE:EQY)
Equity One, Inc. is a real estate investment trust (REIT). The Company owns, manages, acquires, develops and redevelops shopping centers and retail properties located in supply constrained suburban and urban communities. The Company’s property portfolio includes 90-30 Metropolitan, 1175 Third Avenue, Aventura Square, Circle Center West, Culver Center, Bird Ludlum, Greenwood, Pavilion, Sheridan Plaza, Shoppes of Silverlakes, Westport Plaza, Alafaya Village, Ryanwood, Town & Country, Plaza Escuela, Potrero, Copps Hill, Southbury Green, Clocktower Plaza, Buckhead Station, Hampton Oaks, Quincy Star Market, Elmwood Oaks, Westwood Towers, Centre Pointe Plaza and Willows Shopping Center. These properties are located in Florida, California, Connecticut, New York, Georgia, Massachusetts, Louisiana, Maryland and North Carolina. The Company’s portfolio comprises approximately 130 properties, including over 100 retail properties and approximately five non-retail properties. Equity One, Inc. (NYSE:EQY) Recent Trading Information
Equity One, Inc. (NYSE:EQY) closed its last trading session down -0.51 at 31.42 with 1,210,861 shares trading hands.