Attached files
file | filename |
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EX-99.4 - EX-99.4 - REGENCY CENTERS CORP | d314590dex994.htm |
EX-99.2 - EX-99.2 - REGENCY CENTERS CORP | d314590dex992.htm |
EX-99.1 - EX-99.1 - REGENCY CENTERS CORP | d314590dex991.htm |
EX-23.1 - EX-23.1 - REGENCY CENTERS CORP | d314590dex231.htm |
8-K - FORM 8-K - REGENCY CENTERS CORP | d314590d8k.htm |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On November 14, 2016, Regency and Equity One entered into the merger agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth in the merger agreement, Equity One will be merged with and into Regency, with Regency continuing as the surviving corporation of the merger.
At the effective time of the merger, each share of Equity One common stock issued and outstanding immediately prior to the effective time of the merger (other than any shares owned directly by Regency or Equity One and in each case not held on behalf of third parties) will be converted into the right to receive 0.45 of a newly issued share of Regency common stock.
The following unaudited pro forma condensed combined financial statements as of September 30, 2016 for the year ended December 31, 2015 and for the nine months ended September 30, 2016 have been prepared (i) as if the merger occurred on September 30, 2016 for purposes of the unaudited pro forma condensed combined balance sheet and (ii) as if the merger occurred on January 1, 2015 for purposes of the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2015 and nine months ended September 30, 2016. The unaudited pro forma condensed combined financial statements are not necessarily indicative of what the actual financial position and operating results would have been had the merger occurred on September 30, 2016 or January 1, 2015, respectively, nor do they purport to represent Regencys future financial position or operating results.
The fair value of assets acquired and liabilities assumed as a result of the merger and related adjustments incorporated into the unaudited pro forma condensed combined financial statements are based on preliminary estimates and information currently available. The amount of the equity to be issued in connection with the merger and the assignment of fair value to assets and liabilities of Equity One has not been finalized and are subject to change. The amount of the equity to be issued in connection with the merger will be based on the number of Equity One shares outstanding immediately prior to the effective time of the merger, converted pursuant to the exchange ratio, and the fair value of the assets and liabilities assumed will be based on the actual net tangible and intangible assets and liabilities of Equity One that exist at the effective time of the merger.
Actual amounts recorded in connection with the merger may change based on any increases or decreases in the fair value of the assets acquired and liabilities assumed upon the completion of the final valuation, and may result in variances to the amounts presented in the unaudited pro forma condensed combined balance sheet and/or unaudited pro forma condensed combined statements of operations. Assumptions and estimates underlying the adjustments to the unaudited pro forma condensed combined financial statements are described in the accompanying notes. These adjustments are based on available information and assumptions that management of Regency considered to be reasonable. The unaudited pro forma condensed combined financial statements do not purport to: (1) represent Regencys actual financial position had the merger occurred on September 30, 2016; (2) represent the results of Regencys operations that would have actually occurred had the merger occurred on January 1, 2015; or (3) project Regencys financial position or results of operations as of any future date or for any future period, as applicable.
During the period from January 1, 2015 to September 30, 2016, Regency and Equity One acquired and disposed of various real estate operating properties. None of the assets acquired or disposed by the respective companies during this period exceeded the significance level that requires the presentation of pro forma financial information pursuant to Regulation S-X, Article 11. As such, the following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2015 and nine months ended September 30, 2016 do not include pro forma adjustments to present the impact of these insignificant acquisitions and dispositions as if they occurred on January 1, 2015. In addition, the pro forma financial statements include the balances and operations associated with properties that are expected to sell prior to the effective time of the merger.
The unaudited pro forma condensed combined financial statements have been developed from, and should be read in conjunction with, (i) the consolidated financial statements of Regency and accompanying notes thereto included in Regencys annual report filed on Form 10-K for the year ended December 31, 2015 and quarterly report filed on Form 10-Q for the nine months ended September 30, 2016, incorporated herein by reference, (ii) the consolidated financial statements of Equity One and accompanying notes thereto included in Equity Ones annual report filed on Form 10-K for the year ended December 31, 2015 and quarterly report filed on Form 10-Q for the nine months ended September 30, 2016, incorporated herein by reference, (iii) the accompanying notes to the unaudited pro forma condensed combined financial statements and (iv) other information relating to Regency and Equity One.
1
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2016
(in thousands, except share data)
Regency Centers Historical(1) |
Equity One Historical(1) |
Pro Forma Adjustments |
Regency Centers Pro Forma |
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Assets: |
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Real estate investments at cost: |
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Land, including amounts held for future development |
$ | 1,654,389 | 1,534,504 | 1,164,945 | A | 4,353,838 | ||||||||||||
Buildings and improvements |
3,086,287 | 1,902,474 | 1,217,929 | A | 6,206,690 | |||||||||||||
Properties in development |
157,537 | 115,333 | (1,646 | ) | A | 271,224 | ||||||||||||
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4,898,213 | 3,552,311 | 2,381,228 | A | 10,831,752 | ||||||||||||||
Less: accumulated depreciation |
1,108,221 | 482,551 | (482,551 | ) | A | 1,108,221 | ||||||||||||
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3,789,992 | 3,069,760 | 2,863,779 | 9,723,531 | |||||||||||||||
Properties held for sale |
| 19,346 | 2,354 | A | 21,700 | |||||||||||||
Investments in real estate partnerships |
274,940 | 62,561 | 37,914 | B | 375,415 | |||||||||||||
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Net real estate investments |
4,064,932 | 3,151,667 | 2,904,047 | 10,120,646 | ||||||||||||||
Cash and cash equivalents |
40,902 | 18,796 | (3,528 | ) | C | 56,170 | ||||||||||||
Restricted cash |
4,005 | 4,149 | | 8,154 | ||||||||||||||
Accounts receivable, net of allowance for doubtful accounts |
24,816 | 12,342 | | 37,158 | ||||||||||||||
Straight-line rent receivable, net of reserve |
67,931 | 32,525 | (32,525 | ) | D | 67,931 | ||||||||||||
Notes receivable |
10,480 | | | 10,480 | ||||||||||||||
Deferred leasing costs, less accumulated amortization |
68,455 | 42,640 | (42,640 | ) | E | 68,455 | ||||||||||||
Acquired lease intangible assets, less accumulated amortization |
122,738 | 95,246 | 317,414 | A | 535,398 | |||||||||||||
Trading securities held in trust, at fair value |
29,280 | | | 29,280 | ||||||||||||||
Goodwill |
| 5,838 | (5,838 | ) | F | | ||||||||||||
Other assets |
24,749 | 31,708 | (7,932 | ) | G | 48,525 | ||||||||||||
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Total assets |
$ | 4,458,288 | 3,394,911 | 3,128,998 | 10,982,197 | |||||||||||||
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Liabilities and Equity |
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Liabilities: |
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Mortgage notes payable |
$ | 466,487 | 257,224 | | 723,711 | |||||||||||||
Unsecured senior notes payable |
900,000 | 500,000 | | 1,400,000 | ||||||||||||||
Term loans |
265,000 | 475,000 | (250,000 | ) | H | 490,000 | ||||||||||||
Unsecured credit facilities |
| 65,000 | 250,000 | H | 315,000 | |||||||||||||
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1,631,487 | 1,297,224 | | 2,928,711 | |||||||||||||||
Unamortized debt issuance costs and premium/discount on notes payable, net |
(3,866 | ) | (7,932 | ) | 39,942 | H | 28,144 | |||||||||||
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Total notes payable |
1,627,621 | 1,289,292 | 39,942 | H | 2,956,855 | |||||||||||||
Accounts payable and other liabilities |
145,689 | 81,708 | 125,633 | I | 353,030 | |||||||||||||
Acquired lease intangible liabilities, less accumulated accretion |
56,455 | 154,339 | 441,822 | A | 652,616 | |||||||||||||
Tenants security, escrow deposits and prepaid rent |
28,239 | 20,204 | | 48,443 | ||||||||||||||
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Total liabilities |
1,858,004 | 1,545,543 | 607,397 | 4,010,944 | ||||||||||||||
Commitments and contingencies |
| | | |
2
Regency Centers Historical(1) |
Equity One Historical(1) |
Pro Forma Adjustments |
Regency Centers Pro Forma |
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Equity: |
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Stockholders equity: |
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Preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 13,000,000 Series 6 and 7 shares issued and outstanding at September 30, 2016, with liquidation preferences of $25 per share |
325,000 | | | 325,000 | ||||||||||||||||
Common stock, $0.01 par value per share, 104,492,738 and 169,779,418 shares issued and outstanding historical and pro forma, respectively(2) |
1,045 | 1,448 | (795 | ) | J | 1,698 | ||||||||||||||
Treasury stock at cost, 345,359 shares held historical |
(16,882 | ) | | | (16,882 | ) | ||||||||||||||
Additional paid in capital |
3,291,602 | 2,302,681 | 2,181,861 | J | 7,776,144 | |||||||||||||||
Accumulated other comprehensive loss |
(35,739 | ) | (7,732 | ) | 7,732 | K | (35,739 | ) | ||||||||||||
Distributions in excess of net income |
(997,881 | ) | (447,029 | ) | 332,803 | L | (1,112,107 | ) | ||||||||||||
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Total stockholders equity |
2,567,145 | 1,849,368 | 2,521,601 | 6,938,114 | ||||||||||||||||
Noncontrolling interests: |
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Exchangeable operating partnership units |
(2,006 | ) | | | (2,006 | ) | ||||||||||||||
Limited partners interests in consolidated partnerships |
35,145 | | | 35,145 | ||||||||||||||||
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Total noncontrolling interests |
33,139 | | | 33,139 | ||||||||||||||||
Total equity |
2,600,284 | 1,849,368 | 2,521,601 | 6,971,253 | ||||||||||||||||
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Total liabilities and equity |
$ | 4,458,288 | 3,394,911 | 3,128,998 | 10,982,197 | |||||||||||||||
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See accompanying notes
(1) | Historical financial information of Regency and Equity One is derived from their respective Quarterly Reports filed on Form 10-Q for the nine months ended September 30, 2016. Certain Equity One amounts have been reclassified to conform to Regencys financial statement presentation. |
(2) | Historical shares issued and outstanding represent Regency common stock as of September 30, 2016 as filed on its Quarterly Report filed on Form 10-Q. The pro forma shares issued and outstanding represent the historical Regency shares and the shares issued to Equity One common stockholders had the merger occurred as of September 30, 2016. |
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016
(in thousands, except share data)
Regency Centers Historical(1) |
Equity One Historical(1) |
Pro Forma Adjustments |
Regency Centers Pro Forma |
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Revenues: |
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Minimum rent |
$ | 329,506 | 213,822 | 14,247 | a | 557,575 | ||||||||||||
Percentage rent |
2,651 | 4,288 | | 6,939 | ||||||||||||||
Recoveries from tenants and other income |
103,894 | 61,816 | | 165,710 | ||||||||||||||
Management, transaction, and other fees |
18,759 | 837 | | 19,596 | ||||||||||||||
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Total revenues |
454,810 | 280,763 | 14,247 | 749,820 | ||||||||||||||
Operating expenses: |
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Depreciation and amortization |
119,721 | 80,691 | 43,292 | b | 243,704 | |||||||||||||
Operating and maintenance |
69,767 | 45,103 | | 114,870 | ||||||||||||||
General and administrative |
48,695 | 17,513 | | 66,208 | ||||||||||||||
Real estate taxes |
49,697 | 33,197 | | 82,894 | ||||||||||||||
Other operating expenses |
5,795 | | | 5,795 | ||||||||||||||
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Total operating expenses |
293,675 | 176,504 | 43,292 | 513,471 | ||||||||||||||
Other expense (income): |
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Interest expense, net |
70,489 | 36,820 | (9,321 | ) | c | 97,988 | ||||||||||||
Provision for impairment |
1,666 | 3,121 | | 4,787 | ||||||||||||||
Early extinguishment of debt |
13,943 | 14,650 | | 28,593 | ||||||||||||||
Net investment (income) loss |
(1,268 | ) | (870 | ) | | (2,138 | ) | |||||||||||
Loss on derivative instruments |
40,586 | | | 40,586 | ||||||||||||||
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Total other expense |
125,416 | 53,721 | (9,321 | ) | 169,816 | |||||||||||||
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Income (loss) from operations before equity in income of investments in real estate partnerships |
35,719 | 50,538 | (19,724 | ) | 66,533 | |||||||||||||
Equity in income of investments in real estate partnerships |
46,618 | 2,109 | (662 | ) | d | 48,065 | ||||||||||||
Income tax expense (benefit) of taxable REIT subsidiaries |
| 1,131 | (475 | ) | e | 656 | ||||||||||||
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Income from operations |
82,337 | 51,516 | (19,911 | ) | 113,942 | |||||||||||||
Gain on sale of real estate, net of tax |
22,997 | 3,693 | | 26,690 | ||||||||||||||
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Net income |
105,334 | 55,209 | (19,911 | ) | 140,632 | |||||||||||||
Noncontrolling interests: |
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Exchangeable operating partnership units |
(165 | ) | | 18 | f | (147 | ) | |||||||||||
Limited partners interests in consolidated partnerships |
(1,380 | ) | | | (1,380 | ) | ||||||||||||
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Income attributable to noncontrolling interests |
(1,545 | ) | | 18 | (1,527 | ) | ||||||||||||
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Net income attributable to the Company |
103,789 | 55,209 | (19,893 | ) | 139,105 | |||||||||||||
Preferred stock dividends |
(15,797 | ) | | | (15,797 | ) | ||||||||||||
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Net income attributable to common stockholders |
$ | 87,992 | 55,209 | (19,893 | ) | 123,308 | ||||||||||||
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Income per common sharebasic |
$ | 0.88 | 0.39 | .75 | ||||||||||||||
Income per common sharediluted |
$ | 0.88 | 0.39 | .75 | ||||||||||||||
Weighted average sharesbasic |
99,639 | 141,726 | g | 164,926 | ||||||||||||||
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Weighted average sharesdiluted |
100,128 | 142,537 | g | 165,414 | ||||||||||||||
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See accompanying notes
(1) | Historical financial information of Regency and Equity One is derived from their respective Quarterly Reports filed on Form 10-Q for the nine months ended September 30, 2016. Certain Equity One amounts have been reclassified to conform to Regencys financial statement presentation. |
4
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2015
(in thousands, except share data)
Regency Centers Historical(1) |
Equity One Historical(1) |
Pro Forma Adjustments |
Regency Centers Pro Forma |
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Revenues: |
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Minimum rent |
$ | 415,155 | 272,204 | 32,101 | a | 719,460 | ||||||||||||
Percentage rent |
3,750 | 5,335 | | 9,085 | ||||||||||||||
Recoveries from tenants and other income |
125,295 | 80,737 | | 206,032 | ||||||||||||||
Management, transaction, and other fees |
25,563 | 1,877 | | 27,440 | ||||||||||||||
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Total revenues |
569,763 | 360,153 | 32,101 | 962,017 | ||||||||||||||
Operating expenses: |
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Depreciation and amortization |
146,829 | 95,514 | 102,696 | b | 345,039 | |||||||||||||
Operating and maintenance |
82,978 | 60,100 | 143,078 | |||||||||||||||
General and administrative |
65,600 | 25,033 | | 90,633 | ||||||||||||||
Real estate taxes |
61,855 | 42,167 | | 104,022 | ||||||||||||||
Other operating expenses |
7,836 | | | 7,836 | ||||||||||||||
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Total operating expenses |
365,098 | 222,814 | 102,696 | 690,608 | ||||||||||||||
Other expense (income): |
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Interest expense, net |
102,622 | 55,322 | (11,004 | ) | c | 146,940 | ||||||||||||
Provision for impairment |
| 16,753 | | 16,753 | ||||||||||||||
Early extinguishment of debt |
8,239 | 7,298 | | 15,537 | ||||||||||||||
Net investment (income) loss |
(625 | ) | (6,200 | ) | | (6,825 | ) | |||||||||||
Loss on derivative instruments |
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Total other expense |
110,236 | 73,173 | (11,004 | ) | 172,405 | |||||||||||||
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Income (loss) from operations before equity in income of investments in real estate partnerships |
94,429 | 64,166 | (59,591 | ) | 99,004 | |||||||||||||
Equity in income of investments in real estate partnerships |
22,508 | 6,493 | (882 | ) | d | 28,119 | ||||||||||||
Income tax expense (benefit) of taxable REIT subsidiaries |
| (856 | ) | (86 | ) | (942 | ) | |||||||||||
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Income from operations |
116,937 | 71,515 | (60,387 | ) | 128,065 | |||||||||||||
Gain on sale of real estate, net of tax |
35,606 | 3,952 | | 39,558 | ||||||||||||||
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Net income |
152,543 | 75,467 | (60,387 | ) | 167,623 | |||||||||||||
Noncontrolling interests: |
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Exchangeable operating partnership units |
(240 | ) | | 55 | f | (185 | ) | |||||||||||
Limited partners interests in consolidated partnerships |
(2,247 | ) | (10,014 | ) | | (12,261 | ) | |||||||||||
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Income attributable to noncontrolling interests |
(2,487 | ) | (10,014 | ) | 55 | (12,446 | ) | |||||||||||
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Net income attributable to the Company |
150,056 | 65,453 | (60,332 | ) | 155,177 | |||||||||||||
Preferred stock dividends |
(21,062 | ) | | | (21,062 | ) | ||||||||||||
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Net income attributable to common stockholders |
$ | 128,994 | 65,453 | (60,332 | ) | 134,115 | ||||||||||||
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Income per common sharebasic |
$ | 1.37 | 0.51 | 0.84 | ||||||||||||||
Income per common sharediluted |
$ | 1.36 | 0.51 | 0.84 | ||||||||||||||
Weighted average sharesbasic |
94,391 | 127,957 | g | 159,678 | ||||||||||||||
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Weighted average sharesdiluted |
94,857 | 128,160 | g | 160,143 | ||||||||||||||
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See accompanying notes
(1) | Historical financial information of Regency and Equity One is derived from their respective Annual Reports filed on Form 10-K for the year ended December 31, 2015. Certain Equity One amounts have been reclassified to conform to Regencys financial statement presentation. |
5
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(in thousands unless otherwise noted)
Note 1: Overview
For purposes of the unaudited pro forma condensed combined financial statements or the pro forma financial statements, Regency has assumed a total preliminary purchase price for the merger of approximately $4.5 billion, which consists primarily of shares of Regency common stock issued in exchange for shares of Equity One common stock, plus $3.5 million of cash consideration. The total preliminary purchase price was calculated based on the closing price of Regencys common stock on January 10, 2017, which was $68.70. At the effective time of the merger, each share of Equity One common stock, issued and outstanding immediately prior to the effective time of the merger (other than any shares owned directly by Regency or Equity One and in each case not held on behalf of third parties) will be converted into the right to receive 0.45 of a shares of newly issued shares of Regency common stock, totaling a maximum aggregate number of Regency shares of common stock of approximately 65.3 million shares of Regency common stock based on the number of shares of Equity One common stock outstanding as of September 30, 2016, determined as follows:
Equity One common stock outstanding as of September 30, 2016 |
144,760 | |||
Equity One share based awards exchanged |
322 | |||
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Total Equity One shares to convert to Regency common stock |
145,082 | |||
Exchange ratio |
0.45 | |||
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Regency common stock issued |
65,287 | |||
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The pro forma financial statements have been prepared assuming the merger is accounted for using the acquisition method of accounting under GAAP, which we refer to as acquisition accounting, with Regency as the acquiring entity. Accordingly, under acquisition accounting, the total estimated purchase price is allocated to the acquired net tangible and identifiable intangible assets and liabilities assumed of Equity One based on their respective fair values, as further described below.
To the extent identified, certain reclassifications have been reflected in the pro forma adjustments to conform Equity One financial statement presentation to that of Regency. However, the unaudited pro forma financial statements may not reflect all adjustments necessary to conform the accounting policies of Equity One to those of Regency due to limitations on the availability of information as of the date of this filing.
The pro forma adjustments represent Regency managements estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The pro forma financial statements do not reflect the impact of possible revenue or earnings enhancements, cost savings from operating efficiencies or synergies, or asset dispositions. Also, the pro forma financial statements do not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the merger that are not expected to have a continuing impact. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, closing the merger are not included in the pro forma statements of operations.
The pro forma statements of operations for the year ended December 31, 2015 and for the nine months ended September 30, 2016 combine the historical condensed combined statements of operations of Regency and Equity One, giving effect to the merger as if it had been consummated on January 1, 2015, the beginning of the earliest period presented. The pro forma balance sheet combines the historical consolidated balance sheet of Regency and the historical consolidated balance sheet of Equity One as of September 30, 2016, giving effect to the merger as if it had been consummated on September 30, 2016.
Completion of the merger is subject to, among other things, approval by Regency and Equity One stockholders. As of the date of this filing, the merger is expected to be completed in the first quarter or early second quarter of 2017.
Preliminary Estimated Purchase Price
The total preliminary estimated purchase price of approximately $4.5 billion was determined based on the number of Equity Ones shares of common stock as of September 30, 2016. For purposes of the pro forma financial statements, such shares of common stock are assumed to be outstanding as of the pro forma closing date of September 30, 2016. Further, no effect has been given to any other new shares of common stock that may be issued or granted subsequent to the date of this filing and before the closing date of the merger. In all cases, Regencys closing stock price is a determining factor in arriving at final consideration for the merger. The stock price assumed for the total preliminary purchase price is the closing price of Regencys common stock on January 10, 2017 ($68.70 per share), the most recent date practicable.
6
The purchase price will be computed using the closing price of Regency common stock on the closing date; therefore, the actual purchase price will fluctuate with the market price of Regency common stock until the merger is consummated. As a result, the final purchase price could differ significantly from the current estimate, which could materially impact the pro forma financial statements.
The following table presents the changes to the value of stock consideration and the total preliminary purchase price based on a 10% increase and decrease in the per share price of Regency common stock (in thousands, except the price of Regency common stock):
Price of Regency Common Stock |
Equity Consideration Given (Regency Shares to be Issued) |
Calculated Value of Equity Consideration |
Cash Consideration |
Total Value of Consideration |
||||||||||||||||
As of January 10, 2017 |
$ | 68.70 | 65,287 | 4,485,195 | 3,528 | $ | 4,488,723 | |||||||||||||
Decrease of 10% |
$ | 61.83 | 65,287 | 4,036,675 | 3,528 | $ | 4,040,203 | |||||||||||||
Increase of 10% |
$ | 75.57 | 65,287 | 4,933,714 | 3,528 | $ | 4,937,242 |
The total preliminary estimated purchase price described above has been allocated to Equity Ones tangible and intangible assets acquired and liabilities assumed for purposes of these pro forma financial statements, based on their estimated relative fair values assuming the merger was completed on the pro forma balance sheet date presented. The final allocation will be based upon valuations and other analysis for which there is currently insufficient information to make a definitive allocation. Accordingly, the purchase price allocation adjustments are preliminary and have been made solely for the purpose of providing pro forma financial statements. The final purchase price allocation will be determined after the merger is consummated and after a complete and thorough analysis. As a result, the final acquisition accounting adjustments, including those resulting from conforming Equity Ones accounting policies to those of Regencys, could differ materially from the pro forma adjustments presented herein. The estimated purchase price of Equity One (as calculated in the manner described above) is allocated to the assets and liabilities to be assumed on the following preliminary basis:
Land |
$ | 2,699,449 | ||
Buildings and improvements |
3,120,403 | |||
Properties in development |
113,687 | |||
Properties held for sale |
21,700 | |||
Investments in unconsolidated real estate partnerships |
100,475 | |||
|
|
|||
Real estate assets |
6,055,714 | |||
Cash, accounts receivable and other assets |
59,063 | |||
Intangible assets |
412,660 | |||
Notes payable |
(1,330,214 | ) | ||
Accounts payable, other liabilities and tenant security deposits and prepaid rent |
(112,339 | ) | ||
Intangible liabilities |
(596,161 | ) | ||
|
|
|||
Total estimated purchase price |
$ | 4,488,723 | ||
|
|
Note 2. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
The unaudited pro forma condensed combined balance sheet as of September 30, 2016 reflects the following adjustments:
A. Tangible and Intangible Real Estate Assets and Liabilities
The real estate assets acquired and liabilities assumed in connection with the merger are reflected in the unaudited pro forma condensed combined balance sheet of Regency at a preliminary fair market value. The preliminary fair market value is based, in part, on a valuation prepared by Regency with assistance of a third party valuation advisor. The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings and improvements, identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases.
7
The adjustments reflected in the unaudited condensed combined balance sheet for real estate assets, intangible assets and intangible liabilities represent the differences between the preliminary fair market value of condensed combined properties acquired by Regency in connection with the merger, and Equity Ones historical balances, which are presented as follows:
Fair Market Value |
Equity One Historical |
Adjustments as a Result of Merger |
||||||||||
Land |
$ | 2,699,449 | 1,534,504 | 1,164,945 | ||||||||
Buildings and improvements |
3,120,403 | 1,902,474 | 1,217,929 | |||||||||
Properties in development |
113,687 | 115,333 | (1,646 | ) | ||||||||
Properties held for sale |
21,700 | 19,346 | 2,354 | |||||||||
Intangible assets, net |
412,660 | 95,246 | 317,414 | |||||||||
Intangible liabilities, net |
596,161 | 154,339 | 441,822 |
Regencys methodology includes estimating an as-if vacant fair value of the physical property, which includes land, building, and improvements. In addition, Regency determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.
The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to amortization expense over the remaining expected term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) managements estimate of fair market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of minimum rent over the remaining terms of the respective leases and the value of below-market leases is accreted to minimum rent over the remaining terms of the respective leases, including below-market renewal options, if applicable. Regency does not assign value to customer relationship intangibles if it has pre-existing business relationships with the major retailers at the acquired property since they do not provide incremental value over Regencys existing relationships.
Equity Ones historical accumulated depreciation is eliminated since the assets are presented at estimated fair value.
B. Investment in Real Estate Partnerships
Represents the difference between the preliminary fair market value of Equity Ones real estate partnerships, acquired by Regency in connection with the merger, and Equity Ones historical value as of September 30, 2016 (for more information, see note A on preliminary fair market values of properties acquired in the merger). A fair market value adjustment for debt and interest rate swaps held by the joint ventures is included. The fair value of debt was estimated based upon contractual future cash flows discounted using borrowing spreads and market interest rates that would have been available for debt with similar terms and maturities. The fair value of the single interest rate swap was estimated using discounted cash flow analysis on the expected cash flows of the derivative instrument reflecting the contractual terms and market interest rates.
C. Cash
The adjustment to cash represents the cash consideration paid at the effective time of the merger, as discussed further in Note 1.
D. Straight Line Rent Receivable
Straight-lining of rent pursuant to the underlying leases associated with the real estate acquired in connection with the merger will commence at the effective time of the merger; therefore the balance of straight line rent included on Equity Ones historical balance sheet has been eliminated.
E. Deferred Leasing Costs, net
Deferred leasing costs, net, represent direct salaries, third-party fees and other costs incurred by Equity One to originate a lease which were capitalized and amortized against the respective leases using the straight-line method over the term of the related lease. The value to Regency of in-place leases is considered an intangible asset and included in the purchase price allocation above, see note A. As such, the net carrying value of Equity Ones deferred leasing costs has been eliminated.
F. Goodwill
Equity One had $5.8 million of goodwill in its historical balance sheet from prior business combinations, which has been eliminated.
8
The allocation of the purchase price has been performed on a preliminary basis and will not be finalized until subsequent to the closing of the merger. Based on managements preliminary estimate of fair value of the identifiable assets and liabilities, no goodwill or bargain purchase option is recorded as a result of this transaction. As more information is available and the purchase price allocation is finalized, this may change. Changes in the purchase price due to changes in Regency stock price, as discussed further in Note 1, may result in goodwill or bargain purchase option.
G. Other Assets
Unamortized debt issuance costs of $6.0 million were included within other assets in Equity Ones historical balance sheet related to the unsecured revolving credit facility, which will be paid in full by Regency upon acquisition. As such, the historical unamortized debt issuance costs have been eliminated. Additionally, the carrying value of the net deferred tax assets decreased by $1.9 million from the fair market value adjustments related to real estate assets.
H. Notes Payable
Regency will assume Equity Ones unsecured senior notes payable, mortgage notes payable, and the $300 million variable rate term loan that matures in December 2020. The notes payable to be assumed by Regency have been adjusted by $33 million, to reflect the estimated fair value at September 30, 2016.
The balance outstanding on Equity Ones unsecured revolving credit facility will be repaid with funds from Regencys unsecured line of credit. Additionally, the balance on Equity Ones $250 million term loan that matures in 2019, and the related interest rate swap, will also be repaid at closing from Regencys unsecured line of credit.
Debt issuance costs and debt premium / discounts of $7.9 million were included within notes payable, within Equity Ones historical balance sheet. Since the notes payable assumed in the merger are presented at fair value, the historical unamortized debt issuance costs and debt premium / discount have been eliminated, and new costs of $1 million to assume the debt have been recognized.
In connection with the merger agreement, Regency entered into a commitment letter with JPMorgan Chase Bank, N.A. (JPMorgan), pursuant to which JPMorgan committed to provide $750 million of senior unsecured bridge loans, the proceeds of which could be used to refinance certain existing indebtedness of either Regency or Equity One and to pay fees and expenses in connection with the acquisition and related transactions. Regency does not expect to need to borrow on this bridge loan.
I. Accounts Payable and Accrued Expenses
Represents the following pro forma adjustments:
As of September 30, 2016 |
||||
Non-recurring transaction costs |
$ | 114,226 | ||
Accrue debt issuance costs |
980 | |||
Adjust deferred tax liabilities for fair value of real estate acquired |
14,389 | |||
Eliminate Equity Ones interest rate swap on term loan not assumed |
(3,962 | ) | ||
|
|
|||
Pro forma adjustments to Accounts payable and other liabilities |
$ | 125,633 | ||
|
|
The non-recurring transaction costs include those costs to be paid by Regency or Equity One directly attributable to the merger. These transaction costs, consisting primarily of fees for investment bankers, legal, accounting, tax and other professional services, are estimated to be approximately $114.2 million and will impact the results of operations and be recognized when incurred. These are factually supportable because such amounts are based on reliable, documented evidence such as invoices for costs incurred to date and estimates from third-parties for additional costs expected to be incurred with the merger. Such costs are non-recurring in nature and directly related to the merger and, therefore, are reflected as a reduction to equity and not included in the unaudited pro forma condensed combined statements of operations.
J. Common Stock and Additional Paid-in Capital
Represents the issuance of shares of Regency common stock with a par value of $0.01 per share and a market value of $68.70 per share as of January 10, 2017, the most recent date practicable, at a conversion ratio of 0.45 to 1.0, to holders of Equity One common stock at the effective time of the merger.
9
As of September 30, 2016 |
||||
Outstanding shares of Equity One common stockhistorical basis (in thousands) |
$ | 144,760 | ||
Equity One equity-based awards converted into Equity One common stock (in thousands) |
322 | |||
|
|
|||
Outstanding shares of Equity One common stock (in thousands) |
145,082 | |||
|
|
|||
Exchange Ratio |
0.45 | |||
|
|
|||
Shares of Regency common stock to be issuedpro forma basis (in thousands) |
65,287 | |||
Regency par value per share |
$ | 0.01 | ||
|
|
|||
Par value of Regency common stock to be issuedpro forma basis |
$ | 653 | ||
Par value of Equity One common stockhistorical basis |
$ | 1,448 | ||
|
|
|||
Pro forma adjustment to common stock |
$ | (795 | ) | |
|
|
|||
Shares of Regency common stock to be issuedpro forma basis (in thousands) |
65,287 | |||
Additional paid-in capital $68.70 per share (less $0.01 par value per share) |
$ | 68.69 | ||
|
|
|||
Additional paid-in capital Regency stock to be issuedpro forma basis |
$ | 4,484,542 | ||
Equity One additional paid-in capitalhistorical basis |
$ | 2,302,681 | ||
|
|
|||
Pro forma adjustments to additional paid-in capital |
$ | 2,181,861 | ||
|
|
These amounts will be adjusted at the effective time of the merger to reflect the number of Equity One shares then issued and outstanding and the then per share market value of Regency common stock.
K. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss (AOCL) included in Equity Ones historical balance sheet represents the effective portion of their interest rate swaps. As discussed in note H above, Regency expects to terminate Equity Ones interest rate swap on the term loan at the effective time of the merger. As such, Equity Ones historical balances in AOCL are eliminated.
L. Distributions in Excess of Cumulative Net Income
Represents the elimination of Equity Ones accumulated deficit of $447.0 million as of September 30, 2016 and an adjustment of $114.2 million to increase distributions in excess of cumulative net income for non-recurring transaction costs directly attributable to the merger that have not yet been expensed in the historical statements of operations or accrued in the historical balance sheets used as the starting point for the pro forma financial statements (for more information, see note I).
Note 3. Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2015 and nine months ended September 30, 2016
The historical amounts include Regencys and Equity Ones actual operating results for the periods presented, as filed with the SEC on their respective Forms 10-K and Forms 10-Q. The pro forma adjustments to historical amounts, including rental property revenue, rental property operating expenses, general and administrative expenses, interest expense and depreciation and amortization, are presented in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2015 and nine months ended September 30, 2016 assuming the merger occurred on January 1, 2015. The following are the explanations for the adjustments to revenues, costs and expenses, and equity in income of investments in real estate partnerships included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 and nine months ended September 30, 2016:
Merger Adjustments
a. Minimum Rent
The historical minimum rent for Regency and Equity One represents contractual, straight-line rents and amortization of above and below-market rents associated with the leases in effect during the periods presented. The adjustments included in the unaudited pro forma condensed combined statements of operations are presented to adjust contractual rental property revenue to a straight-line basis and to amortize above and below-market rents in accordance with Accounting Standards Codification 805-10, Business Combinations, as if the merger had occurred on January 1, 2015. The above and below-market rents are amortized or accreted to revenue over the remaining terms of the respective leases, which generally range from three to 20 years.
10
The following tables summarize the adjustments made to minimum rent for the real estate properties acquired as part of the merger for the nine months ended September 30, 2016 and year ended December 31, 2015:
Nine months Ended September 30, 2016 |
||||
Pro forma straight-line rent |
$ | 5,179 | ||
Pro forma (above)/below market rent |
21,711 | |||
Elimination of Equity Ones straight line rent |
(3,773 | ) | ||
Elimination of Equity Ones (above) below market rent |
(8,870 | ) | ||
|
|
|||
Total |
$ | 14,247 | ||
|
|
Year Ended December 31, 2015 |
||||
Pro forma straight-line rent |
$ | 16,239 | ||
Pro forma (above)/below market rent |
33,233 | |||
Elimination of Equity Ones straight line rent |
(4,612 | ) | ||
Elimination of Equity Ones (above) below market rent |
(12,759 | ) | ||
|
|
|||
Total |
$ | 32,101 | ||
|
|
b. Depreciation and Amortization Expense
Depreciation and amortization is calculated, for purposes of the unaudited pro forma condensed combined statements of operations, based on estimated useful lives for building and site improvements, and the remaining contractual, in-place lease term for intangible lease assets and liabilities. Regency uses the straight-line method for all depreciation and amortization. The useful life of a particular building depends upon a number of factors including the condition of the building upon acquisition. For purposes of the unaudited pro forma condensed combined statements of operations, the useful life for buildings is 40 years; the useful life for site improvements is 15 years; and the general range of remaining contractual, in-place lease terms is three to nine years. As Regency would have commenced depreciation and amortization on January 1, 2015, the depreciation and amortization expense included in the Equity One historical financial statements has been reversed so that the unaudited pro forma condensed combined statements of operations reflect the depreciation and amortization that Regency would have recorded.
The following tables summarize pro forma depreciation and amortization by asset category for the properties acquired in the merger that would have been recorded for the nine months ended September 30, 2016 and year ended December 31, 2015 less the reversal of depreciation and amortization included in Equity Ones historical financial statements:
Nine months Ended September 30, 2016 |
||||
Building and improvements |
$ | 58,661 | ||
In-place leases |
65,322 | |||
Less: Equity One historical depreciation and amortization |
(80,691 | ) | ||
|
|
|||
Adjustment to depreciation and amortization expense |
$ | 43,292 | ||
|
|
Year Ended December 31, 2015 |
||||
Building and improvements |
$ | 78,215 | ||
In-place leases |
119,995 | |||
Less: Equity One historical depreciation and amortization |
(95,514 | ) | ||
|
|
|||
Adjustment to depreciation and amortization expense |
$ | 102,696 | ||
|
|
c. Interest Expense
The adjustments to interest expense related to the merger represent the (1) the repayment of $65 million of Equity Ones unsecured revolving credit facility and $250 million term loan with proceeds from Regencys unsecured line of credit,
11
(2) amortization of deferred financing costs related to the assumption of Equity Ones debt, (3) the elimination of the impact of Equity Ones interest rate swaps that are not assumed by Regency, (4) amortization of above-market debt values created by marking the assumed Equity One debt to fair market value, and (5) elimination of Equity Ones historic amortization of deferred financing costs and premium/discount on notes payable (for more information, see note G above).
For purposes of pro forma adjustments, Regencys unsecured line of credit bears interest at London Interbank Offered Rate (which we refer to as LIBOR) plus a spread of 0.925%.
The following tables summarize the adjustments to the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2016 and year ended December 31, 2015:
Nine months Ended September 30, 2016 |
||||
Pro forma reduction in interest expense from repaying Equity Ones term loan and revolving credit balance with Regencys unsecured line of credit |
$ | (1,043 | ) | |
Pro forma amortization of deferred financing costs to assume debt |
188 | |||
Pro forma amortization of above-market debt |
(4,671 | ) | ||
|
|
|||
Total |
(5,526 | ) | ||
Eliminate historical Equity One interest expense attributable to interest rate swaps not assumed by Regency |
(2,367 | ) | ||
Eliminate historical Equity One amortization of deferred financing costs and premium/discount on notes payable, net |
(1,428 | ) | ||
|
|
|||
Decrease in interest expense |
$ | (9,321 | ) | |
|
|
12
Year Ended December 31, 2015 |
||||
Pro forma reduction in interest expense from repaying Equity Ones term loan and revolving credit balance with Regencys unsecured line of credit |
$ | (746 | ) | |
Pro forma amortization of deferred financing costs to assume debt |
251 | |||
Pro forma amortization of above-market debt |
(6,227 | ) | ||
|
|
|||
Total |
(6,722 | ) | ||
Eliminate historical Equity One interest expense attributable to interest rate swaps not assumed by Regency |
(3,220 | ) | ||
Eliminate historical Equity One amortization of deferred financing costs and premium/discount on notes payable, net |
(1,062 | ) | ||
|
|
|||
Decrease in interest expense |
$ | (11004 | ) | |
|
|
The current underlying variable rate (1 month LIBOR), as used in these pro forma adjustments, was 0.765%. An increase (decrease) of 0.125% in LIBOR would increase (decrease) annual pro forma interest expense by $0.4 million.
d. Equity in Income of Investments in Real Estate Partnerships
Represents the additional depreciation and amortization expense recognized for basis differences arising between the fair value of underlying assets versus carryover basis.
e. Income Tax Expense (Benefit) of Taxable REIT Subsidiaries
Represents the reduction in deferred tax expense within Equity Ones taxable REIT subsidiaries resulting from the change in depreciation and amortization of the acquired real estate assets.
f. Net Income Attributable to Noncontrolling Interests
Represents the pro forma adjustments to net income allocable to Regencys exchangeable operating partnership (EOP) units arising from the (1) other pro forma adjustments to net income and (2) reduction in EOP ownership interest after issuance of additional common stock from the merger.
g. Weighted-Average Shares
The unaudited pro forma adjustment to shares outstanding used in the calculation of basic and diluted earnings per share are based on the combined basic and diluted weighted average shares, after giving effect to the exchange ratio, as follows (for more information, see note I above):
(share amounts in thousands) | Nine months Ended September 30, 2016 |
|||
Regency weighted-average common shares outstandinghistorical basis |
99,639 | |||
Shares of common stock issued to Equity One stockholderspro forma basis |
65,287 | |||
|
|
|||
Weighted-average shares of common stockbasic |
164,926 | |||
|
|
|||
Incremental shares to be issued under Treasury Stock method for unvested restricted stock and forward equity offering |
488 | |||
|
|
|||
Weighted-average shares of common stockdiluted |
165,414 | |||
|
|
(share amounts in thousands) | Year Ended December 31, 2015 |
|||
Regency weighted-average common shares outstandinghistorical basis |
94,391 | |||
Shares of common stock issued to Equity One stockholderspro forma basis |
65,287 | |||
|
|
|||
Weighted-average shares of common stockbasic |
159,678 | |||
|
|
|||
Incremental shares to be issued under Treasury Stock method for unvested restricted stock and forward equity offering |
465 | |||
|
|
|||
Weighted-average shares of common stockdiluted |
160,143 | |||
|
|
13