EX-1 4 dkm106b.txt EXHIBIT 1.4 - PRICING AGREEMENT [Execution Copy] Pricing Agreement Goldman, Sachs & Co. J.P. Morgan Securities Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 January 15, 2002 Ladies and Gentlemen: Regency Centers, L.P., a Delaware limited partnership (the "Partnership"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 15, 2002 (the "Underwriting Agreement"), between the Partnership and Regency Centers Corporation, a Florida corporation (the "Guarantor"), on the one hand and Goldman, Sachs & Co. and J. P. Morgan Securities Inc., on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Partnership and the Guarantor agree to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Partnership and the Guarantor at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Partnership and the Guarantor. Very truly yours, Regency Centers, L.P. By: Regency Centers Corporation, general partner By:______________________________________ Name: Title: Regency Centers Corporation By:______________________________________ Name: Title: Accepted as of the date hereof: Goldman, Sachs & Co. By:__________________________________ (Goldman, Sachs & Co.) J. P. Morgan Securities Inc. By:___________________________________ (J. P. Morgan Securities Inc.) On behalf of each of the Underwriters SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased ----------- --------- Goldman, Sachs & Co............................................... $ 100,000,000 J.P. Morgan Securities Inc........................................ $ 100,000,000 First Union Securities, Inc....................................... $ 23,750,000 Commerzbank Capital Markets Corp.................................. $ 6,250,000 PNC Capital Markets, Inc.......................................... $ 6,250,000 Wells Fargo Brokerage Services, LLC............................... $ 6,250,000 U. S. Bancorp Piper Jaffray Inc................................... $ 3,750,000 SunTrust Capital Markets, Inc..................................... $ 3,750,000 ------------- Total........................................... $ 250,000,000 SCHEDULE II Title of Designated Securities: 6.75% Notes due January 15, 2012 Aggregate principal amount: $250,000,000 Price to Public: 99.85% of the principal amount of the Designated Securities, plus accrued interest, if any, from January 18, 2002 to the Time of Delivery Purchase Price by Underwriters: 99.20% of the principal amount of the Designated Securities, plus accrued interest, if any, from January 18, 2002 to the Time of Delivery Form of Designated Securities: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: 10:00 a.m. (New York City time) on January 18, 2002 Indenture: Indenture dated December 5, 2001 among the Partnership, the Guarantor and First Union National Bank, as Trustee Maturity: January 15, 2012 Interest Rate: 6.75% Interest Payment Dates: January 15 and July 15, commencing July 15, 2002 Redemption Provisions: The Designated Securities may be redeemed by the Partnership, in whole or in part, at any time at a redemption price equal to the sum of (a) the principal amount of the Designated Securities being redeemed plus accrued interest thereon to the Redemption Date (as defined in the Indenture) and (b) the Make-Whole Amount (as defined in the Indenture), if any, with respect to such Designated Securities. Sinking Fund Provisions: No sinking fund provisions Closing location for delivery of Designated Securities: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Additional Closing Conditions: None Names and addresses of Representatives: Designated Representatives: Goldman, Sachs & Co. and J. P. Morgan Securities Inc. Address for Notices, etc.: c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 Other Terms: None