REGENCY CENTERS CORPORATION (NYSE:REG) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On May17, 2017, Regency Centers Corporation (the Company) entered
into separate Equity Distribution Agreements (collectively, the
Equity Distribution Agreements), each dated May17, 2017, by and
among the Company, Regency Centers, L.P. and each of Wells Fargo
Securities, LLC, J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner Smith Incorporated, BBT Capital Markets, a
division of BBT Securities, LLC, BTIG, LLC, RBC Capital Markets,
LLC, SunTrust Robinson Humphrey, Inc. and Mizuho Securities USA
LLC (and, in certain cases, certain of their respective
affiliates), acting in their capacity as Sales Agents or as
Forward Sellers, relating to the offer and sale of shares of the
Companys common stock from time to time having an aggregate
offering price of up to $500,000,000 (the Shares). The Company
refers to these entities, when acting in their capacity as sales
agents, individually as a Sales Agent and collectively as Sales
Agents. The Company refers to these entities, when acting as
agents for Forward Purchasers (as described below), individually
as a Forward Seller and collectively as Forward Sellers. The
Shares offered for sale under the Equity Distribution Agreements
will be offered at then-current prices.

Concurrently with entry into the Equity Distribution Agreements,
the Company entered into separate forward master confirmations
(collectively, the Master Confirmations), each dated May17, 2017,
by and between Regency and each of Wells Fargo Bank, National
Association, JPMorgan Chase Bank, National Association, Bank of
America, N.A. and Royal Bank of Canada. The Company refers to
these entities, when acting in this capacity, individually as a
Forward Purchaser and collectively as Forward Purchasers.

The Equity Distribution Agreements provide that, in addition to
the issuance and sale of the Shares by the Company through the
Sales Agents, the Company also may enter into forward sale
agreements under the Master Confirmations. In connection with any
particular forward sale agreement, the relevant Forward Purchaser
or its affiliated Sales Agent will, at the Companys request,
borrow from third parties and, through such affiliated Sales
Agent, sell a number of Shares equal to the number of Shares
underlying the particular forward sale agreement. In no event
will the aggregate number of Shares sold through the Sales
Agents, whether as agents for the Company or as Forward Sellers,
under the Equity Distribution Agreements and under any forward
sale agreements, have an aggregate sales price in excess of
$500,000,000.

The Company will not initially receive any proceeds from the sale
of borrowed Shares by a Forward Seller. The Company expects to
fully physically settle each particular forward sale agreement
with the relevant Forward Purchaser on one or more dates
specified by the Company on or prior to the maturity date of that
particular forward sale agreement, in which case the Company will
expect to receive aggregate net cash proceeds at settlement equal
to the number of shares underlying the particular forward sale
agreement multiplied by the relevant forward sale price. However,
the Company may also elect to cash settle or net share settle a
particular forward sale agreement, in which case the Company may
not receive any proceeds (in the case of cash settlement) or will
not receive any proceeds (in the case of net share settlement),
and the Company may owe cash (in the case of cash settlement) or
Shares (in the case of net share settlement) to the relevant
Forward Purchaser.

The Sales Agents will offer the Shares at market prices
prevailing at the time of sale. The Company will pay each Sales
Agent a commission at a mutually agreed rate that will not exceed
2.0% of the gross

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sales price of the shares of common stock issued by the Company
and sold through the relevant Sales Agent as the Companys sales
agent under the relevant Equity Distribution Agreement. In
connection with each forward sale agreement, the Company will pay
the relevant Forward Seller, in the form of a reduced initial
forward sale price under the related forward sale agreement with
the related Forward Purchaser, commissions at a mutually agreed
rate that will not exceed 2.0% of the gross sales prices of all
borrowed shares of common stock sold during the applicable
forward hedge selling period by it as a Forward Seller. If any
Sales Agent and/or Forward Seller, as applicable, engages in
special selling efforts, as that term is used in Regulation M
under the Securities Exchange Act of 1934, as amended, such Sales
Agent and/or Forward Seller, as applicable, will receive from the
Company a commission to be agreed upon at the time of sale.

The foregoing description of the Equity Distribution Agreements
and the Master Confirmations does not purport to be complete and
is qualified in its entirety by reference to the terms and
conditions of the form of Equity Distribution Agreement which is
filed as Exhibit 1.1 and Master Confirmations which are filed as
Exhibits 1.2, 1.3, 1.4 and 1.5 to this Current Report and are
incorporated herein by reference. The Shares will be issued to
the Prospectus Supplement and the Companys automatic shelf
registration statement on Form S-3 (File No.333-217081) filed on
March31, 2017 with the Securities and Exchange Commission. This
Current Report shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
the Shares in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such state.

(d) Exhibits:

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About REGENCY CENTERS CORPORATION (NYSE:REG)

Regency Centers Corporation is a real estate investment trust (REIT) and the general partner of the Regency Centers, L.P. (Operating Partnership). The Company’s operating, investing and financing activities are performed through the Operating Partnership, its subsidiaries and through its co-investment partnerships. The Company owns direct or partial interests in approximately 320 shopping centers, which are grocery-anchored community and neighborhood centers. The Company’s centers are located in over 30 states and the District of Columbia, and contain approximately 38.0 million square feet of gross leasable area (GLA). The Company’s properties are leased to tenants under operating leases. Its leases for tenant space under approximately 5,000 square feet have terms ranging from three to five years. The Company’s leases over 10,000 square feet have lease terms in excess of five years, which consists of anchor tenants.

REGENCY CENTERS CORPORATION (NYSE:REG) Recent Trading Information

REGENCY CENTERS CORPORATION (NYSE:REG) closed its last trading session up +1.28 at 60.24 with 1,938,094 shares trading hands.