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

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

Item1.01.

Entry Into a Material Definitive Agreement

Merger Agreement

On November 14, 2016, Regency Centers Corporation
(Regency, or the Company) entered into an Agreement
and Plan of Merger (the Merger Agreement) with Equity One,
Inc. (Equity One), to which, subject to the satisfaction
or waiver of certain conditions, Equity One will merge with and
into the Company, with Raven being the surviving corporation (the
Merger).

On the terms and subject to the conditions set forth in the
Merger Agreement, which has been unanimously approved by the
boards of directors of the Company and the Equity One, at the
effective time of the Merger (the Effective Time), 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 or the Company and in
each case not held on behalf of third parties) will be converted
into the right to receive 0.45 (the Exchange Ratio) of a
newly issued share of the common stock of the Company (the
Merger Consideration).

In the Merger Agreement, the Company has agreed to take such
actions as are necessary to increase the size of the board of
directors of the Company (the Company Board of Directors)
to 12 directors and cause three directors of Equity One to become
members of the Company Board of Directors immediately after the
Effective Time.One of these three directors will be Chaim
Katzman, the current Chairman of Equity One and Gazit-Globe,
Ltd.Mr. Katzman will serve as Regencys non-executive Vice
Chairman upon consummation of the Merger.

In addition, at the Effective Time, (i) each outstanding Equity
One restricted stock award will generally convert into unvested
restricted stock awards relating to shares of common stock of the
Company, with appropriate adjustments to reflect the consummation
of the Merger, except that Equity One restricted stock awards
held by David Lukes, Matthew Ostrower, Michael Makinen, Aaron
Kitlowski and the non-employee directors of Equity One will vest
in full at the Effective Time, (ii) each outstanding Equity One
stock option will vest and be converted into a right to receive
an amount in cash equal to the excess of the value of a share of
common stock of the Company on the last complete trading day
prior to the date on which the Effective Time occurs over the
applicable option exercise price, and (iii) each outstanding long
term incentive plan award relating to shares of Equity One common
stock will vest (based on the achievement of any applicable
performance goals and without proration).

The consummation of the Merger is subject to certain closing
conditions, including (i) the approval of the Companys and Equity
Ones respective stockholders, (ii) the shares of Company Common
Stock to be issued in the Merger will have been approved for
listing on the New York Stock Exchange, subject to official
notice of issuance, (iii) the absence of any temporary
restraining order, preliminary or permanent injunction or other
order issued by any court of competent jurisdiction or other
legal restraint or prohibition preventing the consummation of the
Merger, (iv) the receipt of certain tax opinions by the Company
and Equity One, and (v) other customary conditions specified in
the Merger Agreement.

The Merger Agreement provides that, during the period from the
date of the Merger Agreement until the Effective Time, each of
the Company and Equity One will be subject to certain
restrictions on its ability to solicit alternative acquisition
proposals from third parties, to provide non-public information
to third parties and to engage in discussions with third parties
regarding alternative acquisition proposals, subject to customary
exceptions.

The Merger Agreement provides for certain termination rights for
both Regency and Equity One, including the right of either party
to terminate the Merger Agreement if the Merger is not
consummated by June 30, 2017.

Upon termination of the Merger Agreement under certain specified
circumstances, Equity One may be required to pay Regency a
termination fee of $150,000,000 and Regency may be required to
pay Equity One a termination fee of $240,000,000.In addition, if
the Merger Agreement is terminated because of a failure by Equity
Ones stockholders to approve the Merger, Equity One will be
required to reimburse Regency for transaction expenses up to
$45,000,000.If the Merger Agreement is terminated because of a
failure by Regencys stockholders to approve the Merger, Regency
will be required to reimburse Equity One for transaction expenses
up to $45,000,000.

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Regency and Equity One each made certain customary
representations, warranties and covenants in the Merger
Agreement, including, among other things, covenants by Regency
and Equity One to conduct their businesses in the ordinary course
during the period between the execution of the Merger Agreement
and consummation of the Merger.

The Merger Agreement has been attached as an exhibit to this
report to provide investors and security holders with information
regarding its terms.It is not intended to provide any other
factual information about Regency or Equity One or to modify or
supplement any factual disclosures about Regency in its public
reports filed with the U.S. Securities and Exchange Commission
(the SEC).The Merger Agreement includes representations,
warranties and covenants of Regency and Equity One made solely
for the purposes of the Merger Agreement and which may be subject
to important qualifications and limitations agreed to by Regency
and Equity One in connection with the negotiated terms of the
Merger Agreement.Moreover, some of those representations and
warranties may not be accurate or complete as of any specified
date, may be subject to a contractual standard of materiality
different from those generally applicable to the Regencys SEC
filings or may have been used for purposes of allocating risk
among Regency and Equity One rather than establishing matters as
facts.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Merger
Agreement, a copy of which is filed with this Current Report on
Form 8-K as Exhibit 2.1 and the terms of which are incorporated
by reference herein.

Voting Agreement

On November 14, 2016, in connection with the execution of the
Merger Agreement, the Company entered into a voting agreement
(the Voting Agreement) with Gazit-Globe, Ltd. and certain
of its affiliated entities (collectively, the Gazit
Shareholders), which collectively beneficially own
approximately 34% of the outstanding Equity One Common Stock. The
Voting Agreement provides, subject to the terms and conditions
thereof, for the Gazit Shareholders agreement to vote their
shares of Equity One Common Stock in favor of the transactions
contemplated by the Merger Agreement.

The foregoing description of the Voting Agreement and the
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Voting
Agreement, a copy of which is filed with this Current Report on
Form 8-K as Exhibit 10.1 and the terms of which are incorporated
by reference herein.

Governance Agreement

On November 14, 2016, in connection with the execution of the
Merger Agreement, the Company entered into a post-closing
governance agreement (the Governance Agreement) with the
Gazit Shareholders.In connection with the closing of the Merger,
the Company Board will appoint Mr. Katzman as a director,
non-executive Vice Chairman and member of the Investment
Committee of the Company Board, and the Company is required under
the Governance Agreement to nominate Mr. Katzman to the Company
Board and solicit votes for his election for so long as the Gazit
Stockholders and their affiliates beneficially own more than 7%
of the Company Common Stock outstanding as of immediately after
the Effective Time. The Governance Agreement also provides that
in the event of Mr. Katzmans death, disability, resignation or
removal, or failure of Mr. Katzman to be re-elected, the Gazit
Shareholders will have the right to designate a different person
to be appointed the Company Board, which person must be
reasonably acceptable to the Company Board.

The Gazit Stockholders will be subject to customary standstill
restrictions until the later to occur of (i)two years after the
Effective Time, (ii)six months after the date the Gazit
Stockholders beneficially own less than 7% of the number of
shares of Company Common Stock outstanding as of immediately
following the Effective Time, and (iii)six months after the date
that no director designated by the Gazit Stockholders is serving
on the Company Board (the period of time between the Effective
Time and such date, the Standstill Period).

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During the Standstill Period, the Gazit Stockholders are required
to vote all shares of Company Common Stock beneficially owned in
favor of all director nominees recommended by the Company Board
and against any proposals to remove any of the Companys
directors.

The foregoing description of the Governance Agreement and the
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Governance
Agreement, a copy of which is filed with this Current Report on
Form 8-K as Exhibit 10.2 and the terms of which are incorporated
by reference herein.

Item8.01.Other Events.

On November 14, 2016, in connection with its entry into the
Merger Agreement, the Company entered into a commitment letter
with JPMorgan Chase Bank, N.A. (JPMorgan), to which
JPMorgan committed to provide, subject to customary closing
conditions, $750,000,000 of senior unsecured bridge loans, the
proceeds of which could be used to refinance certain existing
indebtedness of the Company and Equity One and to pay fees and
expenses in connection with the acquisition and related
transactions.

On November 14, 2016, the Company and Equity One issued a joint
press release announcing their entry into the Merger Agreement. A
copy of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.

Additionally, on November 14, 2016, the Company provided
supplemental information regarding the proposed Merger in
connection with a presentation to investors and a memorandum
circulated to its employees. A copy each of the investor
presentation and employee memorandum is attached hereto as
Exhibits 99.2 and 99.3, respectively, and incorporated by
reference herein.

Cautionary Statement Regarding Forward-Looking
Information

The information presented herein may contain forward looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 giving Regencys and Equity Ones
expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are
typically identified by words such as believe, expect,
anticipate, intend, target, estimate, continue, positions,
prospects or potential, by future conditional verbs such as will,
would, should, could or may, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties which change
over time. Forward-looking statements speak only as of the date
they are made and we assume no duty to update forward-looking
statements. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against
placing undue reliance on such statements.

In addition to factors previously disclosed in Regencys and
Equity Ones reports filed with the Securities and Exchange
Commission and those identified elsewhere in this communication,
the following factors, among others, could cause actual results
to differ materially from forward-looking statements and
historical performance: the occurrence of any event, change or
other circumstances that could give rise to right of one or both
of the parties to terminate the definitive merger agreement
between Regency and Equity One; the outcome of any legal
proceedings that may be instituted against Regency or Equity One;
the failure to obtain necessary shareholder approvals or to
satisfy any of the other conditions to the transaction on a
timely basis or at all; the possibility that the anticipated
benefits of the transaction are not realized when expected or at
all, including as a result of the impact of, or problems arising
from, the integration of the two companies or as a result of
changes in the economy and competitive factors in the areas where
Regency and Equity One do business; the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion
of managements attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business
or employee relationships, including those resulting from the
announcement or completion of the transaction; Regencys ability
to complete the acquisition and integration of Equity One
successfully or fully realize cost savings and other benefits and
other consequences associated with mergers, acquisitions and
divestitures; changes in asset quality and credit risk; the
potential liability for a failure to meet regulatory
requirements, including the maintenance of REIT status; material
changes in the dividend rates on securities or the ability to pay
dividends on common shares or other securities; potential changes
to tax legislation; changes in demand for developed

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properties; adverse changes in financial condition of joint
venture partner(s) or major tenants; risks associated with the
acquisition, development, expansion, leasing and management of
properties; risks associated with the geographic concentration of
Regency or Equity One; risks associated with the industry
concentration of tenants; the potential impact of announcement of
the proposed transactions or consummation of the proposed
transactions on relationships, including with tenants, employees,
customers and competitors; significant costs related to uninsured
losses, condemnation, or environmental issues; the ability to
retain key personnel; and changes in local, national and
international financial market, insurance rates and interest
rates. Regency and Equity One do not intend, and undertake no
obligation, to update any forward-looking statement.

Important Additional Information

Investors and security holders are urged to carefully review and
consider each of Regencys and Equity Ones public filings with the
Securities and Exchange Commission (the SEC), including but not
limited to their Annual Reports on Form10-K, their proxy
statements, their Current Reports on Form8-K and their Quarterly
Reports on Form10-Q. The documents filed by Regency with the SEC
may be obtained free of charge at Regencys website at
www.regencycenters.com or at the SECs website at www.sec.gov.
These documents may also be obtained free of charge from Regency
by requesting them in writing to One Independent Drive, Suite
114, Jacksonville, FL 32202, or by telephone at (904) 598-7000.

The documents filed by Equity One with the SEC may be obtained
free of charge at Equity Ones website at www.equityone.com or at
the SECs website at www.sec.gov. These documents may also be
obtained free of charge from Equity One by requesting them in
writing to 410 Park Avenue, Suite 1220, New York, NY 10022, or by
telephone at (212) 796-1760.

In connection with the proposed transaction, Regency intends to
file a registration statementon FormS-4 with the SEC which will
include a joint proxy statement of Equity One and Regency and a
prospectus of Regency, and each party will file other documents
regarding the proposed transaction with the SEC. Before making
any voting or investment decision, investors and security holders
of Equity One and Regency are urged to carefully read the entire
registration statement and joint proxy statement/prospectus, when
they become available, as well as any amendments or supplements
to these documents and any other relevant documents filed with
the SEC, because they will contain important information about
the proposed transaction. A definitive joint proxy
statement/prospectus will be sent to the shareholders of each
party seeking the required shareholder approval. Investors and
security holders will be able to obtain the registration
statement and the joint proxy statement/prospectus free of charge
from the SECs website or from Regency or Equity One as described
in the paragraphs above.

Participants in the Solicitation

Regency, Equity One, and certain of their directors and executive
officers may be deemed participants in the solicitation of
proxies from Regency and Equity One shareholders in connection
with the proposed transaction. Information about the directors
and executive officers of Regency and their ownership of Regency
common stock is set forth in the definitive proxy statement for
Regencys 2016 annual meeting of shareholders, as previously filed
with the SEC on March 14, 2016. Information about the directors
and executive officers of Equity One and their ownership of
Equity One common stock is set forth in the definitive proxy
statement for Equity Ones 2016 annual meeting of shareholders, as
previously filed with the SEC on April 1, 2016.Regency and Equity
One shareholders may obtain additional information regarding the
interests of such participants by reading the registration
statement and the joint proxy statement/prospectus when they
become available. Free copies of these documents may be obtained
as described in the paragraphs above.

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Item9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 14, 2016, by and between Regency and Equity One*
10.1		Voting Agreement, dated as of November 14, 2016, by and among Regency and the Gazelle Stockholders
10.2		Governance Agreement, dated as of November 14, 2016, by and among Regency and the Gazelle Stockholders
99.1		Press Release, issued November 14, 2016
99.2		Investor Presentation, dated November 14, 2016
99.3		Employee Memo, dated November 14, 2016

*	Schedules and exhibits omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Merger Agreement.

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to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated: November 15, 2016

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EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 14, 2016, by and between Regency and Equity One*
10.1		Voting Agreement, dated as of November 14, 2016, by and among Regency and the Gazelle Stockholders
10.2		Governance Agreement, dated as of November 14, 2016, by and among Regency and the Gazelle Stockholders
99.1		Press Release, issued November 14, 2016
99.2		Investor Presentation, dated November 14, 2016
99.3		Employee Memo, dated November 14, 2016

*	Schedules and exhibits omitted

About REGENCY CENTERS CORPORATION (REG)