Equity One, Inc. (NYSE:EQY) Files An 8-K Termination of a Material Definitive Agreement
Item1.02.
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Termination of a Material Definitive Agreement. |
On March1, 2017, in connection with the closing of the Merger (as
defined below), Equity One, Inc. (the Company
or Equity One) terminated
(i)the Amended and Restated Loan Agreement, dated as of
December10, 2014, by and among, inter alios, Equity One, as
borrower, the financial institutions party thereto, as lenders,
and PNC Bank, National Association, as administrative agent, as
amended as of September16, 2016, (ii)the Loan Agreement, dated as
of December2, 2015, by and among, inter alios, Equity One, as
borrower, the financial institutions party thereto, as lenders,
and PNC Bank, National Association, as administrative agent, as
amended as of September16, 2016, and (iii)the Fifth Amended and
Restated Loan Agreement, dated as of September16, 2016, by and
among, inter alios, Equity One, as borrower, the financial
institutions party thereto, as lenders, and Wells Fargo Bank,
National Association, as administrative agent.
On March1, 2017, in connection with the closing of the Merger (as
defined below), Equity One also terminated (i)the Registration
Rights Agreement, dated October28, 2002, between the Company and
certain purchasers, (ii)the Registration Rights Agreement made as
of September23, 2008 by and among the Company and MGN America
LLC, (iii)the Common Stock Purchase Agreement made as of
September23, 2008 by and between the Company and MGN America,
LLC, (iv)the Common Stock Purchase Agreement, dated as of April8,
2009, between the Company and MGN America, LLC, (v)the
Registration Rights Agreement, dated as of April8, 2009, between
the Company and MGN America, LLC, (vi)the Common Stock Purchase
Agreement, dated as of March9, 2010, between the Company and MGN
America, LLC, (vii)the Common Stock Purchase Agreement, dated as
of March9, 2010, between the Company and Silver Maple (2001),
Inc., (viii) the Registration Rights Agreement, dated as of
March9, 2010, by and among the Company, MGN America, LLC and
Silver Maple (2001), Inc., (ix) the Common Stock Purchase
Agreement, dated as of December8, 2010, between the Company and
MGN America, LLC, (x)the Registration Rights Agreement, dated as
of December8, 2010, by and among the Company and MGN America,
LLC, (xi)the Common Stock Purchase Agreement, dated as of May18,
2011, between the Company and MGN (USA), Inc., (xii) the
Registration Rights Agreement, dated as of May18, 2011, by and
among the Company and MGN (USA), Inc., (xiii) the Common Stock
Purchase Agreement, dated as of November10, 2015, between the
Company and MGN America, LLC, and (xiv)the Registration Rights
Agreement, dated as of November10, 2015, between the Company and
MGN America, LLC.
| Item2.01. |
Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on November14, 2016, Equity One entered
into an Agreement and Plan of Merger (the Merger
Agreement) with Regency Centers Corporation
(Regency), to which, upon the terms and subject
to the conditions thereof, the Company merged with and into
Regency, with Regency continuing as the surviving corporation in
the merger (the Merger).
At the effective time (the Effective Time) of
the Merger on March1, 2017, each share of the common stock, par
value $0.01 per share, of Equity One (the Equity One
Common Stock) issued and outstanding immediately prior
to the Effective Time (other than shares of Equity One owned
directly by Equity One and in each case not held on behalf of
third parties) was converted into the right to receive 0.45 (the
Exchange Ratio) of a newly issued share of the
common stock, par value $0.01 per share, of Regency (the
Merger Consideration).
The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which is filed as
Exhibit2.1 to the Current Report on Form8-K filed with the U.S.
Securities and Exchange Commission (the SEC) by
Regency on November15, 2016, and which is incorporated herein by
reference.
| Item3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing. |
In connection with the consummation of the Merger, the Company
requested that the New York Stock Exchange
(theNYSE) suspend trading of the Equity One
Common Stock effective prior to the opening of trading on March2,
2017, remove the Equity One Common Stock from listing on the
NYSE, and file a notification of removal from listing on Form25
with the SEC with respect to the delisting of the Equity One
Common Stock and the deregistration of the Equity One Common
Stock under Section12(b)of the Exchange Act. Regency, as
successor to the Company, intends to file with the SEC a
certification on Form15 under the Exchange Act, requesting the
deregistration of the Equity One Common Stock and suspending the
Companys reporting obligations under Section13 and 15(d)of the
Exchange Act.
The information set forth in Item 2.01 of this Current Report on
Form8-K is incorporated by reference in this Item 3.01.
| Item3.03. |
Material Modification to Rights of Security Holders. |
As set forth in Item 2.01 of this Current Report on Form8-K, upon
the Effective Time, each share of Equity One Common Stock issued
and outstanding immediately prior to the Effective Time (other
than shares of Equity One owned directly by Equity One or Regency
and in each case not held on behalf of third parties) was
canceled and converted into the right to receive 0.45 of a newly
issued share of the common stock of Regency. At the Effective
Time:
| (i) |
each Equity One stock option, whether vested or unvested, that was outstanding and unexercised as of immediately prior to the Effective Time of the Merger vested in full and was converted into the right to receive an amount in cash equal to the product of the number of shares of Equity One Common Stock subject to such Equity One stock option and the excess of (i)(x) the value of a share of Regency common stock as of the last complete trading day prior to the Effective Time of the Merger, multiplied by (y)the Exchange Ratio, over (ii)the exercise price per share of Equity One Common Stock of such Equity One stock option; |
| (ii) |
each Equity One restricted stock award that was outstanding as of immediately prior to the Effective Time of the Merger was assumed by Regency and was converted into a Regency restricted stock award with respect to a number of shares of Regency common stock (rounded to the nearest whole share) equal to the product obtained by multiplying the number of shares of Equity One Common Stock subject to such Equity One restricted stock award as of immediately prior to the Effective Time of the Merger by the Exchange Ratio, except that Equity One restricted stock awards held by certain Equity One officers and Equity Ones directors vested in full at the Effective Time; |
| (iii) |
each long term incentive plan award (LTIP) relating to shares of Equity One Common Stock outstanding immediately prior to the Effective Time vested in full (based on the actual achievement of any applicable performance goals, and without proration) and was converted into a number of fully vested shares of Regency common stock equal to the product obtained by multiplying the number of shares of Equity One Common Stock subject to the LTIP award as of immediately prior to the Effective Time of the Merger by the Exchange Ratio. |
The information set forth in Items 2.01, 3.01 and 5.01 of this
Current Report on Form8-K is incorporated by reference in this
Item3.03.
| Item5.01. | Changes in Control of Registrant. |
The information set forth in Items 2.01, 3.01 and 3.03 of this
Current Report on Form8-K are incorporated by reference into this
Item 5.01.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the completion of the Merger, the Regency
board of directors appointed Joseph Azrack, Chaim Katzman and
Peter Linneman, former Equity One directors, to serve on Regencys
board. Mr.Katzman, the former Chairman of Equity Ones board, was
appointed non-executive Vice Chairman of the Regency board. As of
the Effective Time and in connection with the Merger, the
officers of Regency immediately prior to the Effective Time
became the officers of the surviving corporation.
| Item8.01. | Other Events. |
On March1, 2017, Regency and Equity One released a joint press
release announcing the completion of the Merger, which is
attached hereto as Exhibit 99.1 and incorporated by reference
herein.
| Item9.01 | Financial Statements and Exhibits |
(d)Exhibits.
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Exhibit No. |
Description |
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| 2.1 |
Agreement and Plan of Merger, dated as of November14, 2016, by and between Regency and Equity One (incorporated herein by reference to Exhibit2.1 to the Current Report on Form8-K filed by Regency on November15, 2016). |
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| 99.1 |
Joint Press Release of Regency Centers Corporation and Equity One, Inc., issued March1, 2017. |
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 -0.81 at 30.85 with 1,527,195 shares trading hands.