Regency Centers Corp S-4, filed Jun 16, 2023

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Regency Centers Corp (REG)

S-4 2023-06-16

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	Page
QUESTIONS AND ANSWERS		1
SUMMARY		11
COMPARATIVE PER SHARE MARKET PRICE INFORMATION		22
RISK FACTORS		23
Risks Relating to the Mergers		23
Risks Relating to Regency After Completion of the Mergers		28
Risks Relating to the Status of Regency, Urstadt Biddle and UB Sub I as REITs		31
Risks Relating to an Investment in Regency Common Stock Following the Mergers		32
Other Risks		33
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		35
INFORMATION ABOUT THE COMPANIES		37
Regency Centers Corporation		37
Hercules Merger Sub, LLC		37
Urstadt Biddle Properties Inc.		37
UB Maryland I, Inc.		38
UB Maryland II, Inc.		38
THE MERGERS		39
Background of the Mergers		39
Recommendation of the Urstadt Biddle Board of Directors; Urstadt Biddle’s Reasons for the Mergers		52
Opinion of Urstadt Biddle’s Financial Advisor		57
Certain Urstadt Biddle Unaudited Prospective Financial Information		65
Certain Regency Unaudited Prospective Financial Information		68
Interests of Urstadt Biddle Directors and Executive Officers in the Mergers		71
Treatment of UB Restricted Stock Awards in the Mergers		77
Accounting Treatment		77
Regulatory Matters		77
Exchange of Shares in the Mergers		78
Dividends		79
Listing of Regency Common Stock, Regency Series A Preferred Stock and Regency Series B Preferred Stock		80
De-Listing and Deregistration of UB Common Stock, UB Class A Common Stock, and UB Preferred Stock		80
No Appraisal Rights or Dissenters’ Rights		80
Treatment of Indebtedness and Preferred Stock		80
THE MERGER AGREEMENT		82
Form of the Mergers		82
Closing; Effective Time		82
Governing Documents		83
Directors and Officers		83
Merger Consideration		83
Exchange of Shares in the Mergers		84
Representations and Warranties of Urstadt Biddle		85
Representations and Warranties of Regency and Merger Sub		86
Definition of “Material Adverse Effect”		87
Conduct of Urstadt Biddle’s Business Pending the Mergers		88
Conduct of Regency’s Business Pending the Mergers		92
Other Covenants and Agreements		93
The Special Meeting		95


Employee Matters			95
Dividends			96
No Solicitation; Change in Urstadt Biddle Board of Directors Recommendation			97
Conditions to Completion of the Mergers			99
Fees and Expenses			101
Termination of the Merger Agreement			101
Director and Officer Indemnification and Insurance			103
Amendment, Extension and Waiver of the Merger Agreement			104
Governing Law			104
Remedies; Specific Performance			104
THE VOTING AGREEMENT			105
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS			106
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS REGARDING REGENCY’S TAXATION AS A REIT			110
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF REGENCY COMMON STOCK AND REGENCY PREFERRED STOCK			126
THE SPECIAL MEETING			135
URSTADT BIDDLE PROPOSALS			141
PROPOSAL 1: MERGER PROPOSAL			141
PROPOSAL 2: COMPENSATION PROPOSAL			142
PROPOSAL 3: ADJOURNMENT PROPOSAL			143
DESCRIPTION OF REGENCY CAPITAL STOCK			144
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			151
COMPARISON OF RIGHTS OF REGENCY STOCKHOLDERS AND URSTADT BIDDLE STOCKHOLDERS			154
LEGAL MATTERS			166
EXPERTS			166
FUTURE STOCKHOLDER PROPOSALS			167
OTHER MATTERS			168
HOUSEHOLDING OF PROXY MATERIALS			168
WHERE YOU CAN FIND MORE INFORMATION			169
ANNEX A: AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B: OPINION OF URSTADT BIDDLE’S FINANCIAL ADVISOR			B-1
ANNEX C: VOTING AGREEMENT			C-1
ANNEX D: FORM OF ARTICLES OF AMENDMENT CLASSIFYING SERIES A PREFERRED STOCK			D-1
ANNEX E: FORM OF ARTICLES OF AMENDMENT CLASSIFYING SERIES B PREFERRED STOCK			E-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS			II-1


	Regency Common Stock (Close)			UB common stock (Close)			UB Class A common stock (Close)			Equivalent Per Share Value of merger consideration (giving effect to the exchange ratio) (Close)
May 17, 2023	$	58.78		$	15.34		$	16.95		$	20.40
[ ], 2023	$	[	]	$	[	]	$	[	]	$	[	]


	Regency common stock									UB common stock									UB Class A common stock
Date	High			Low			Close			High			Low			Close			High			Low			Close
May 17, 2023	$	58.87		$	57.04		$	58.78		$	15.52		$	15.23		$	15.34		$	16.99		$	16.39		$	16.95
[ ], 2023	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]


	Regency common stock									UB common stock									UB Class A common stock
Date	High			Low			Close			High			Low			Close			High			Low			Close
May 17, 2023	$	58.87		$	57.04		$	58.78		$	20.43		$	19.79		$	20.40		$	20.43		$	19.79		$	20.40
[ ], 2023	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]	$	[	]


Implied Exchange Ratio Reference Range		Exchange Ratio
0.328x – 0.501x		0.347x


Implied Exchange Ratio Reference Ranges Based on:
CY 2024E FFO	CY 2024E AFFO	CY 2024E EBITDA	Exchange Ratio
0.296x – 0.564x	0.333x – 0.543x	0.345x – 0.600x	0.347x


Implied Exchange Ratio Reference Range		Exchange Ratio
0.275x – 0.487x		0.347x


	Year Ending December 31,
	2H2023E⁽¹⁾		2024E		2025E		2026E		2027E		2028E		2029E		2030E		2031E		2032E		2033E		2034E
Cash NOI⁽²⁾	$	51	$	116	$	121	$	125	$	128	$	132	$	137	$	141	$	146	$	151	$	156	$	160
Cash EBITDA⁽³⁾	$	48	$	109	$	114	$	117	$	120	$	125	$	129	$	132	$	137	$	142	$	146		—
FFO per share⁽⁴⁾		—	$	1.96	$	2.09	$	2.18	$	2.23	$	2.33	$	2.42	$	2.52	$	2.62	$	2.71	$	2.82		—
AFFO per share⁽⁵⁾		—	$	1.81	$	2.02	$	2.12	$	2.17	$	2.24	$	2.32	$	2.44	$	2.54	$	2.62	$	2.70		—
Unlevered Free Cash Flow⁽⁶⁾	$	28	$	94	$	107	$	111	$	113	$	117	$	120	$	125	$	129	$	134	$	137		—


	2023E		2024E		2025E		2026E		2027E
Total NOI⁽¹⁾	$	920	$	955	$	1,013	$	1,070	$	1,125
FCF⁽²⁾	$	148	$	153	$	161	$	168	$	172


	2023E		2024E
Nareit FFO⁽¹⁾	$	711	$	721
AFFO⁽²⁾	$	577	$	598


	Stock Awards Common Stock				Stock Awards Class A Common Stock
Name	Number of Unvested Restricted Stock Awards (#)		Estimated Aggregate Restricted Stock Award Value ($)		Number of Unvested Restricted Stock Awards (#)		Estimated Aggregate Restricted Stock Award Value ($)
*Executive Officers*
Willing L. Biddle⁽¹⁾		900,000	$	17,388,000		22,500	$	440,775
John T. Hayes			$	—		85,000	$	1,665,150
Charles D. Urstadt		26,000	$	502,320			$	—
Stephan A. Rapaglia		—	$	—		90,000	$	1,763,100
Miyun Sung		—	$	—		70,000	$	1,371,300
*Non-Employee Directors*
Kevin J. Bannon		—	$	—		8,900	$	174,351
Catherine U. Biddle		8,900	$	171,948			$	—
Noble O. Carpenter, Jr.		—	$	—		8,900	$	174,351
Bryan O. Colley		—	$	—		8,900	$	174,351
Richard Grellier		—	$	—		8,900	$	174,351
Robert J. Mueller		—	$	—		8,900	$	174,351
Willis H. Stephens, Jr.		—	$	—		7,700	$	150,843


Name	Cash Compensation ($)⁽¹⁾		Continuation of Medical and Insurance Benefits ($)⁽²⁾		Other Benefits ($)⁽³⁾		Total
Willing L. Biddle	$	6,133,563	$	21,185	$	23,100	$	6,177,848
John T. Hayes	$	1,997,750	$	28,596	$	16,860	$	2,043,206
Charles D. Urstadt	$	559,875	$	20,728	$	6,050	$	586,653
Stephan A. Rapaglia	$	1,997,750	$	28,596	$	16,860	$	2,043,206
Miyun Sung	$	1,964,750	$	11,262	$	16,200	$	1,992,212


Name	Bonus ($)⁽¹⁾
Willing L. Biddle	$	818,484
John T. Hayes	$	198,852
Charles D. Urstadt	$	42,510
Stephan A. Rapaglia	$	198,852
Miyun Sung	$	198,852


Named Executive Officer	Cash ($)⁽¹⁾		Equity ($)⁽²⁾		Perquisites/ Benefits ($)⁽³⁾		Nonqualified Deferred Compensation ($)⁽⁴⁾		Total ($)
Willing L. Biddle	$	6,975,147	$	17,828,775	$	21,185	$	51,353	$	24,876,460
John T. Hayes	$	2,213,462	$	1,665,150	$	28,596	$	1,003	$	3,908,211
Charles D. Urstadt	$	608,435	$	502,320	$	20,728	$	—	$	1,131,484
Stephan A. Rapaglia	$	2,213,462	$	1,763,100	$	28,596	$	1,003	$	4,006,161
Miyun Sung	$	2,179,802	$	1,371,300	$	11,262	$	—	$	3,562,364


Name and Address of Beneficial Owner	Shares of UB common stock Beneficially Owned			Percent of Class			Shares of UB Class A common stock Beneficially Owned			Percent of Class
5% Stockholders
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355		—			—			3,936,381	(1)		13.6	%
BlackRock, Inc. 55 East 52^ndStreet New York, NY 10022		—			—			4,754,376	(2)		16.4	%
Elinor F. Urstadt		4,093,198	(3)(4)		39.5	%		176,767	(3)(5)		*
Directors & Officers
Charles D. Urstadt		56,876	(6)		*			1,850			*
Willing L. Biddle		4,479,570	(3)(7)		43.2	%		55,824	(3)(8)		*
Kevin J. Bannon		—			*			52,500	(9)		*
Catherine U. Biddle		4,479,570	(3)(7)		43.2	%		55,824	(3)(8)		*
Noble O. Carpenter, Jr.		—			—			11,050	(10)		*
Bryan O. Colley		—			—			26,090	(11)		*
Richard Grellier		2,627			*			16,000	(12)		*
Robert J. Mueller		—			—			54,050	(13)		*
Willis H. Stephens, Jr.		—			—			9,575	(14)		*
John T. Hayes		—			—			101,606	(15)		*
Stephan A. Rapaglia		350			*			139,765	(16)		*
Miyun Sung		—			—			79,547	(17)		*
Directors & Executive Officers as a group (12 persons)		4,539,423			43.8	%		547,577			1.9	%


Regency		Urstadt Biddle

*Authorized Stock*

Regency is authorized to issue: 220,000,000 shares of Regency common stock. 10,000,000 shares of Regency special common stock. 30,000,000 shares of preferred stock. Upon completion of the mergers, Regency will issue and there will be outstanding 4,600,000 shares of Regency Series A preferred stock and 4,400,000 shares of Regency Series B preferred stock with substantially similar rights, privileges and preferences as those of the UB Series H preferred stock and the UB Series K preferred stock, respectively.		Urstadt Biddle is authorized to issue: 100,000,000 shares of UB Class A common stock. 30,000,000 shares of UB common stock. 50,000,000 shares of preferred stock, of which 4,600,000 shares of Urstadt Biddle H Preferred Stock are designated, issued and outstanding and 4,400,000 shares of Urstadt Biddle H Preferred Stock are designated, issued and outstanding. 20,000,000 shares of Urstadt Biddle excess stock, par value $0.01 per share (which we refer to as “UB Excess Stock”). The Urstadt Biddle board of directors may amend the Urstadt Biddle charter without action by stockholders to increase or decrease the number of shares of stock of any class that Urstadt Biddle is authorized to issue.

*Preferred Stock*

The Regency board of directors is authorized to provide for the issuance of the preferred stock in one or more classes and in one or more series within a class, and is authorized to establish the number of shares to be		The Urstadt Biddle board of directors is authorized to issue shares of preferred stock from time to time in one or more series, without stockholder approval, with such preferences, conversion or other rights,


Regency		Urstadt Biddle
included in each class and each series and the preferences, limitations and relative rights of each class and each series, without shareholder action. Such preferences must include the preferential right to receive distributions of dividends or the preferential right to receive distributions of assets upon the dissolution of Regency and before shares of Regency common stock are entitled to receive such distributions.		voting powers, restrictions, limitations as to dividends qualifications and terms and conditions of redemption, as may be fixed by the Urstadt Biddle board of directors.

*Quorum*

At any meeting of stockholders, the holders of a majority of the issued and outstanding shares of stock entitled to vote present in person or represented by proxy constitute a quorum. If, however, such quorum is not present or represented at any meeting of the stockholders, the holders of a majority of the shares represented and who would be entitled to vote at the meeting if a quorum were present may adjourn such meeting from time to time.		At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting shall constitute a quorum. The shares of UB Excess Stock will not be considered to be issued or outstanding for purposes of any stockholder vote or for purposes of determining a quorum for such a vote

*Voting Rights*

Each record holder of Regency common stock is entitled to one vote per share held by such record holder on all matters on which stockholders are generally entitled to vote.		Common Stock The holders of shares of UB common stock shall be entitled to vote on all matters submitted to the holders of UB common stock for a vote at all meetings of the stockholders and shall vote together with the holders of the UB Class A common stock as a single class and not as a separate class. Each holder of shares of UB common stock shall be entitled to one vote per share of UB common stock held by such stockholder. Class A Common Stock The holders of shares of UB Class A common stock shall be entitled to vote on all matters submitted to the holders of UB common stock for a vote at all meetings of the stockholders and shall vote together with the holders of the UB common stock as a single class and not as a separate class. Each holder of shares of UB Class A common stock shall be entitled to one-twentieth (1/20th) of one (1) vote for each share of UB Class A common stock held by such stockholder. Preferred Stock Holders of UB Series K preferred stock and UB Series H preferred stock generally have no voting rights. However, if Urstadt Biddle is in arrears on dividends on such series of preferred stock for six or more quarterly periods, holders of such series (voting


Regency		Urstadt Biddle
		as a class with the holders of all other series of parity preferred stock) will have the exclusive power to vote for the election of two additional directors, until all dividends accrued on such shares of preferred stock for past period and the then-current period have been fully paid. In addition, Urstadt Biddle may not (i) terminate Urstadt Biddle’s status as a REIT, (ii) amend, alter or repeal any provision of the Urstadt Biddle charter, including any supplements, that materially and adversely affect any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the UB Series K preferred stock and UB Series H preferred stock, as applicable, and the holders thereof, or (iii) authorize, create, or increase the authorized number of any class or series or any security convertible into shares of any class or series of stock of Urstadt Biddle ranking senior to the UB Series K preferred stock or UB Series H preferred stock, as applicable, as to distribution on any liquidation, dissolution or winding up of Urstadt Biddle or as to the payment of dividends, in each case without the approval of the holders of at least two-thirds of the outstanding shares of the votes entitled to be cast by the holders of UB Series K preferred stock and or UB Series H preferred stock, voting separately as a class. Excess Stock No stockholder may vote any shares of UB Excess Stock.

*Special Meeting of Stockholders*

A special meeting of Regency stockholders may be called at any time by the Regency board of directors, the chairman of the board of directors, the lead director (if any) or the president or upon written demand of the holders of at least 10% of the votes entitled to be cast on any issue to be considered at the special meeting. Business transacted at the special meeting of stockholders will be limited to the purposes stated in the notice.		Special stockholder meetings may be called by Urstadt Biddle’s chairman, president or a majority of the Urstadt Biddle board of directors and is to be called by Urstadt Biddle’s secretary at the written request of stockholders entitled to cast at least a majority of all votes entitled to be cast at the meeting.

*Stockholder Action by Written Consent Without a Meeting*

Any action required or permitted to be taken by the stockholders at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action to be taken, is signed by the		Any action required or permitted to be taken by stockholders may be taken without a meeting if (i) a unanimous written consent which sets forth the action taken and which is signed by each stockholder entitled to vote on the matter and (ii) a written waiver


Regency		Urstadt Biddle
holders not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.		of any right to dissent signed by each stockholder entitled to notice of such meeting but not entitled to vote at such meeting, are filed with the records of stockholders meetings.

*Notice of Stockholder Meetings*

Not less than 10 nor more than 60 days before the date of each meeting, Regency must provide written notice of such meeting to each stockholder entitled to vote at such meeting. The notice must state the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.		Not less than 10 nor more than 90 days before the date of every meeting of stockholders, Urstadt Biddle must provide written or printed notice of such meeting to each stockholder entitled to vote or entitled to notice by statute, stating the time and, unless the meeting will be held solely by means of remote communication, place of the meeting and, in the case of a special meeting or as otherwise may be required by statute, the purpose or purposes for which the meeting is called.

*Advance Notice Requirement for Director Nominations and Stockholder Proposals*

Nominations of persons for election to the Regency board of directors and the proposal of business other than nominations to be considered by the stockholders may be made at an annual meeting of stockholders only (1) pursuant to Regency’s notice of such meeting (or any supplement thereto), (2) by, or at the direction of, the Regency board of directors or (3) by a stockholder who was a stockholder of record at the time of giving timely and proper notice, who is entitled to vote at the annual meeting. For nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to the foregoing clause (3), the stockholder must have given timely and proper notice thereof in writing to the secretary of Regency and such business must be a proper subject for stockholder action. For such proposals and nominations to be timely, a stockholder’s notice (including required information and documents) must generally be delivered to the secretary of Regency at the principal executive offices of Regency not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the date of Regency’s proxy statement released to stockholders in connection with the preceding year’s annual meeting of stockholders, subject to extension in limited circumstances. Nominations of persons for election to the Regency board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to Regency’s notice of meeting only (1) by or at the direction of the Regency board of directors or (2) provided that the Regency board of directors has		Nomination of candidates for election as directors and the proposal of business other than nominations to be considered by the stockholders at any annual meeting may be made only (1) by, or at the direction of, a majority of the Urstadt Biddle board of directors or (2) by a stockholder of record at the time of giving notice and as of the record date for the annual meeting in question, and who complies with the timing, information and other requirements set forth below. In order for a stockholder proposal or director nomination to be considered at an annual meeting of stockholders, the stockholder is generally required to deliver to Urstadt Biddle certain information in accordance with the Urstadt Biddle bylaws not less than 75 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that, if the annual meeting is scheduled to be held on a date more than 30 days before or more than 60 days after the annual meeting anniversary date, notice must be delivered to Urstadt Biddle not later than the close of business on the later of (1) the 75th day prior to the scheduled date of such annual meeting or (2) the 15th day after public disclosure of the date of such meeting.


Regency		Urstadt Biddle
determined that directors shall be elected at such special meeting, by any stockholder of record at the time of giving timely and proper notice. For such nominations to be timely, a stockholder’s notice (including required information and documents) must be delivered to the secretary of Regency at the principal executive offices of Regency not earlier than the close of business on the 120th day before such special meeting and not later than the close of business the 90th day prior to the date of such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and, if applicable, of the nominees to be proposed by the Regency board of directors to be elected at such special meeting.

*Proxy Access*

Available for eligible stockholders (or a group of up to 20 stockholders) who have owned at least 3% of outstanding shares of Regency common stock continuously for a period of three years, for a maximum number of stockholder nominees equal to 25% of the number of directors then in office (rounded down). Notice of proxy access must be received not less than 120 days prior to the anniversary of the date of the proxy statement for the previous year’s annual meeting, subject to certain adjustments if the annual meeting is scheduled to be held more than 30 days before or more than 60 days after the anniversary date of the prior year’s annual meeting.		Urstadt Biddle does not have a proxy access provision in its organization documents that grants proxy access rights in excess of what is provided for under Maryland law.

*Amendment of Charter*

Section 607.1003 of the FBCA provides that, with the limited exception of certain non-substantive amendments that can be effected by a corporation’s board of directors without stockholder approval, the Regency articles may be amended upon the recommendation of the amendment to the stockholders by the board of directors and approval by the holders of a majority of the outstanding shares entitled to vote unless the FBCA, or to the extent permitted by the FBCA, the board of directors, requires a greater vote. The Regency articles may be amended under Section 607.1003 of the FBCA without a recommendation of the board of directors if the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the stockholders with the amendment.		The Urstadt Biddle charter may be amended with the approval of a majority of the Urstadt Biddle board of directors and the affirmative vote of a majority of the votes entitled to be cast by Urstadt Biddle stockholders on the matter.


Regency		Urstadt Biddle

*Bylaws Amendments*

The Regency bylaws may be amended or repealed by either the Regency board of directors or the shareholders, unless the FBCA reserves the power to amend the bylaws generally or any particular bylaw provision, as the case may be, exclusively to the stockholders or unless the stockholders, in amending or repealing these bylaws generally or any particular bylaw provision, provide expressly that the Regency board of directors may not amend or repeal the bylaws or such bylaw provision, as the case may be.		The Urstadt Biddle bylaws may only be amended with the approval of a majority of the Urstadt Biddle board of directors.

*Number and Term of Directors*

As of the date of this proxy statement/prospectus, there are 11 directors on the Regency board of directors. The number of directors may be changed from time to time by a majority of the Regency board of directors then in office, but in no event will be less than three nor more than 15. Directors serve one-year terms and all directors are elected at each annual meeting.		The Urstadt Biddle board of directors is divided into three classes, each serving three-year terms, with the terms of each class beginning in different years. As of the date of this proxy statement/prospectus, there are nine directors on the Urstadt Biddle board of directors. The number of directors may be changed from time to time by a majority of the Urstadt Biddle board of directors, but in no event shall there be less than three or more than 15 directors.

*Election of Directors*

The Regency bylaws provide that, in the case of an uncontested election, directors must receive a majority of the votes cast for election at a meeting at which a quorum is present. In the case of a contested election, directors must receive a plurality of the votes cast for election at a meeting at which a quorum is present.		The Urstadt Biddle charter provides that directors must receive a majority of the votes cast for election at a meeting at which a quorum is present.

*Removal of Directors*

The Regency bylaws provide that stockholders may remove directors with or without cause at a meeting of stockholders if the votes cast in favor of removal exceed the votes opposing removal. If a director is elected by a voting group, only the stockholders of that voting group may participate in the vote to remove that director.		The Urstadt Biddle charter provides that subject to the rights of holders of Urstadt Biddle’s preferred stock, any director may be removed (1) only for cause and (2) only by the affirmative vote of holders of not less than two-thirds of the shares then outstanding and entitled to vote for the election of directors. If such director was elected solely by holders of Urstadt Biddle preferred shares, such director may be removed only for cause and by the holders of the Urstadt Biddle preferred shares.

*Filling Vacancies on the Board*

The Regency bylaws provide that if a vacancy occurs on the Regency board of directors for any reason, including, but not limited to, the resignation, removal or death of a director or an increase in the number of authorized directors, a majority of the directors		Subject to the rights of the holders of any Urstadt Biddle preferred shares then outstanding with respect to the election of directors, the Urstadt Biddle charter provides that any vacancy occurring on the Urstadt Biddle board of directors (other than as a result of the


Regency		Urstadt Biddle
remaining in office, although less than a quorum, or stockholders, may elect a successor for the unexpired term and until his or her successor is elected and qualified. If the directors first fill the vacancy, the shareholders shall have no further rights with respect to the vacancy and, if the shareholders first fill the vacancy, the directors shall have no further rights with respect to the vacancy. If the holders of shares of any voting group are entitled to elect one or more directors, vacancies of directors in such class major be filled by holders of shares of that voting group or by a majority of directors then in office elected by such voting group. If no director elected by such voting group remains in office, unless the Regency charter provide otherwise, directors not elected by such voting group may fill vacancies.		removal of a director) will be filled only by a majority of the remaining directors except that a vacancy resulting from an increase in the number of directors will be filled by a majority of the entire board of directors. A vacancy resulting from the removal of a director may be filled by the affirmative vote of a majority of all the votes cast at a meeting of the stockholders called for that purpose.

*Cumulative Voting*

Regency does not permit cumulative voting with respect to the election of its directors.		Urstadt Biddle does not permit cumulative voting with respect to the election of its directors.

*Limits on Ownership and Transfer of Shares*

With certain limited exceptions, no person may (1) beneficially own more than 7% (in value) of Regency’s outstanding capital stock, or (2) constructively own more than 9.8% of Regency’s outstanding capital stock for more than 30 days after directly or indirectly acquiring 10% ownership of any of Regency’s tenants. The Regency board of directors may increase or decrease the ownership limit described in clause (1) (but in no case can it be greater than 9.8%) from time to time if certain conditions are met. No person shall own shares of Regency capital stock to the extent that such ownership would result in Regency being “closely held” within the meaning of Section 856(h) of the Code or otherwise failing to qualify as a REIT. In the event of a purported transfer or other event that would, if effective, result in the ownership of shares in violation of the ownership limitations described above, the transfer as to that number of shares that would be owned by the transferee in excess of the ownership limit is void and such shares are deemed to be held in trust on behalf of and for Regency’s benefit. Such shares are deemed to be a separate class of stock until the shares are sold or redeemed, and the holder shall have no voting rights and no right to receive dividends or other distributions with respect to such shares, and shall have no claim, cause of action or recourse against the transferor of the shares. The holder’s sole right with		In general, no person may own more than 7.5% of the aggregate value of all outstanding stock of Urstadt Biddle. Furthermore, (1) a transfer that violates this limitation is void, (2) shares transferred to a stockholder in excess of this ownership limit are automatically converted into shares of UB Excess Stock, (3) a transferee gets no rights to the shares of UB Excess Stock, and (4) the shares of UB Excess Stock will be held by Urstadt Biddle as trustee of a trust for the exclusive benefit of future transferees to whom the shares of capital stock will ultimately be transferred without violating the ownership limit. The Urstadt Biddle board of directors has determined that the ownership limit does not apply to any shares of Urstadt Biddle stock beneficially owned by Elinor F. Urstadt, Willing L. Biddle, Catherine U. Biddle, Elinor P. Biddle, Dana C. Biddle and Charles D. Urstadt, but only to the extent that the aggregate value of all such stock does not exceed a maximum of 19.90% (or, if certain conditions are met, 27.0%) of the aggregate value of all outstanding stock of Urstadt Biddle. In addition, Urstadt Biddle has the right, for a period of 90 days during the time any shares of UB Excess Stock are held by Urstadt Biddle in trust, to purchase all or any portion of the UB Excess Stock from the original transferee-stockholder at the lesser of (1) the price paid for such stock in the transaction that


Regency		Urstadt Biddle
respect to such shares shall be to receive, at Regency’s discretion, either (1) consideration for such shares upon the resale of the shares as directed by Regency or (2) the redemption price as defined in the Regency articles. The Regency board of directors in its discretion may exempt a person from certain ownership limits upon receipt of a ruling from the IRS or an opinion of counsel or other evidence satisfactory to the Regency board of directors and upon such other conditions as the Regency board of directors may direct.		created the shares of Excess Stock, or in the case of a devise or gift, the average closing price for the class of stock at the time of such devise or gift and (2) the average closing price for the class of stock on the date Urstadt Biddle elects to purchase such shares, or in each case if the class of stock is not then listed on a national securities exchange, the average per share closing bid prices and the average per share closing asked prices in each case during the 30-day period ending on the business day prior to the redemption date. The 90-day period begins on the date written notice is given to Urstadt Biddle of the violative transfer if the original transferee-stockholder gives notice to us of the transfer, or, if no such notice is given, the date the Urstadt Biddle board of directors determines that a violative transfer has been made.

*Dissenters’ Rights*

The FBCA provides that stockholders who comply with certain procedural requirements of the FBCA are generally entitled to appraisal rights, and to obtain payment of the fair value of their shares, in the event of certain transactions including a proposed merger, conversion of the corporation into another business entity, or sale of all or substantially all of the assets of the corporation, as well as certain amendments to the corporation’s charter or bylaws. However, dissenters’ rights generally are not available to holders of shares, such as shares of Regency Common stock, which are registered on a national securities exchange or quoted on a national market security system.		Under Maryland law, dissenting stockholders may have, subject to satisfying certain procedures, the right to demand and receive payment of the fair value of their shares of stock in connection with certain transactions (often referred to as appraisal rights), including a proposed merger, share exchange or sale of substantially all of the assets of the corporation. Under Maryland law, however, dissenters’ rights generally are not available to holders of shares of stock, such as UB common stock and, UB Class A common stock, that are listed on a national securities exchange such as the NYSE, nor are dissenters rights available for stock that is not entitled to vote on the transaction, such as UB Series H preferred stock and UB Series K preferred stock (which are also listed on the NYSE).

*Stockholder Rights Plans*

Regency does not have a stockholder rights plan in effect.		As of the date hereof, Urstadt Biddle does not have a stockholder rights plan in effect.

*State Takeover Defense Statutes*

Control Share Acquisitions. Under FBCA Section 607.0902, unless there is a provision in the articles of incorporation or bylaws electing not to be governed by this provision, “control shares” (shares that would otherwise have voting power for the election of directors in certain ranges of ownership over 20%) acquired in a control-share acquisition have the same voting rights as were accorded to the shares before such acquisition only to the extent granted by a resolution approved by the majority of all the votes entitled to be cast by each class or series of the disinterested		Business Combinations. Under the MGCL, certain “business combinations” (which include a merger, consolidation, share exchange and certain transfers, issuances or reclassifications of equity securities) between a Maryland corporation and any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock, or an affiliate or associate of the corporation who beneficially owned, directly or indirectly, 10% or more of the voting power of the corporation’s then outstanding stock at any time


Regency		Urstadt Biddle
		provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions: • a classified board; • a two-thirds stockholder vote requirement for removing a director; • a requirement that the number of directors be fixed only by vote of the directors; • a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and • a requirement pursuant to which the request of stockholders entitled to cast at least a majority of all votes entitled to be cast is required to call a stockholder-requested special meeting of stockholders. Urstadt Biddle has a classified board. The Urstadt Biddle charter requires a two-thirds stockholder vote requirement for removing a director. Additionally, the Urstadt Biddle bylaws generally provide that vacancies on the Urstadt Biddle board of directors may be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred, that the number of directors may be changed by a majority of the Urstadt Biddle board of directors and that at least a majority of all votes entitled to be cast is required to call a stockholder-requested special meeting of stockholders.

*Exclusive Forum Provision*

Unless Regency consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Regency, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director or officer or other employee of Regency to Regency or Regency’s shareholders, (iii) any action asserting a claim against Regency or any director or officer or other employee of Regency arising pursuant to any provision of the FBCA or the articles of incorporation or the bylaws (in each case, as they may be amended from time to time), or (iv) any action asserting a claim against Regency or any director or officer or other employee of Regency governed by the internal affairs doctrine shall be the		Unless Urstadt Biddle consents in writing to the selection of a different forum, the Circuit Court for Baltimore City, Maryland (or, if the Circuit Court for Baltimore City lacks subject matter jurisdiction, the United States District Court for the District of Maryland; provided, in each such case that such court has personal jurisdiction over the indispensable parties named as defendants) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Urstadt Biddle, (ii) any action asserting a claim of breach by any director, officer or other employee of Urstadt Biddle of a duty owed to Urstadt Biddle or Urstadt Biddle’s stockholders or of any standard of conduct set forth


Regency		Urstadt Biddle
Federal District Court for the Middle District of Florida, Jacksonville Division (or, if such court does not have jurisdiction, a state court located within the State of Florida, County of Duval). If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than a court located within the State of Florida, County of Duval (which we refer to as a “Foreign Action”), in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Florida, County of Duval, in connection with any action brought in any such court to enforce the preceding sentence and (ii) having service of process made upon such shareholder in any such action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.		in the MGCL, (iii) any action asserting a claim arising pursuant to any provision of the MGCL including, but not limited to, the meaning, interpretation, effect, validity, performance or enforcement of the charter or bylaws of Urstadt Biddle, or (iv) any action asserting a claim governed by the internal affairs doctrine. Urstadt Biddle and its stockholders consent to the assignment of any proceeding described in the foregoing sentence to the Business and Technology Case Management Program pursuant to Maryland Rule 16-308 or any successor thereof.

*Exculpation and Indemnification of Directors and Officers*

The FBCA permits a Florida corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances. The Regency articles provide that the Regency board of directors is authorized to provide for indemnification of directors and officers to the full extent permitted by law. The Regency bylaws further provide that the corporation shall indemnify directors and executive officers against any and all liabilities, and advance all reasonable expenses, incurred in connection with a proceeding to which the director or executive officer is a party or in which he or she is deposed or called to testify as a witness because he or she is or was a director or executive officer of the corporation. Regency may, but is not required to, purchase insurance on behalf of any of its directors or executive officers, whether or not it would be obligated to indemnify or advance expenses to such directors or executive officers under the bylaws.		The Urstadt Biddle charter provides that Urstadt Biddle has the power, by the Urstadt Biddle bylaws or by resolution of the Urstadt Biddle board of directors, to indemnify directors, officers, employees and agents, provided that indemnification is consistent with applicable law. The Urstadt Biddle bylaws provide that Urstadt Biddle will indemnify, to the fullest extent permitted from time to time by applicable law, Urstadt Biddle’s directors, officers and employees and any person serving at Urstadt Biddle’s request as a director, officer or employee of another corporation or entity, who by reason of that status or service is or is threatened to be made a party to, or is otherwise involved in, any action, suit or proceeding. The Urstadt Biddle bylaws also provide that the Urstadt Biddle board of directors may indemnify agents. According to the Urstadt Biddle bylaws, indemnification will be against all liability and loss suffered and expenses, including, but not limited to, attorneys’ fees, judgments, fines, penalties and amounts paid in settlement, reasonably incurred by the indemnified person in connection with the proceeding. The Urstadt Biddle bylaws provide, however, that Urstadt Biddle will not be required to indemnify a person in connection with an action, suit or proceeding initiated by that person unless it was authorized by the Urstadt Biddle board of directors. The Urstadt Biddle bylaws provide that Urstadt Biddle will pay or reimburse reasonable expenses in advance of final disposition of a proceeding and


		Page
ARTICLE 1	DEFINITIONS		A-9

Section 1.1	Definitions		A-9
Section 1.2	Interpretation and Rules of Construction		A-24

ARTICLE 2	THE MERGERS		A-26

Section 2.1	The First Merger		A-26
Section 2.2	The Second Merger		A-26
Section 2.3	Closing		A-26
Section 2.4	Effective Times		A-26
Section 2.5	Governing Documents		A-27
Section 2.6	Officers/Directors		A-27
Section 2.7	Tax Consequences		A-27

ARTICLE 3	EFFECTS OF THE MERGERS		A-28

Section 3.1	Effects of First Merger		A-28
Section 3.2	Effects of Second Merger		A-29
Section 3.3	Exchange Fund; Exchange Agent		A-31
Section 3.4	Withholding Rights		A-35
Section 3.5	Lost Certificates		A-35
Section 3.6	Dissenters Rights		A-35
Section 3.7	No Fractional Shares		A-36
Section 3.8	General Effects of the Mergers		A-36
Section 3.9	Post-Closing Transaction Steps		A-36

ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF COMPANY		A-36

Section 4.1	Organization and Qualification; Subsidiaries		A-37
Section 4.2	Organizational Documents		A-38
Section 4.3	Capital Structure		A-38
Section 4.4	Authority		A-40
Section 4.5	No Conflict; Required Filings and Consents		A-41
Section 4.6	Permits; Compliance with Law		A-42
Section 4.7	SEC Documents; Financial Statements		A-43
Section 4.8	Absence of Certain Changes or Events		A-45
Section 4.9	No Undisclosed Liabilities		A-45
Section 4.10	No Default		A-45
Section 4.11	Litigation		A-45
Section 4.12	Taxes		A-46
Section 4.13	Benefit Plans; Employees		A-50
Section 4.14	Information Supplied		A-53
Section 4.15	Intellectual Property, Data and Information Technology		A-53
Section 4.16	Environmental Matters		A-54
Section 4.17	Properties		A-55


		Page
Section 4.18	Material Contracts		A-58
Section 4.19	Insurance		A-60
Section 4.20	Opinion of Financial Advisor		A-61
Section 4.21	Approval Required		A-61
Section 4.22	Brokers		A-61
Section 4.23	Investment Company Act		A-61
Section 4.24	Takeover Statutes; Excess Stock		A-61
Section 4.25	Related Party Transactions		A-62
Section 4.26	Hermes Sub I; Hermes Sub II		A-62
Section 4.27	No Other Representations and Warranties		A-62

ARTICLE 5	REPRESENTATIONS AND WARRANTIES OF PARENT		A-63

Section 5.1	Organization and Qualification; Subsidiaries		A-63
Section 5.2	Organizational Documents		A-64
Section 5.3	Capital Structure		A-64
Section 5.4	Authority		A-65
Section 5.5	No Conflict; Required Filings and Consents		A-66
Section 5.6	Compliance with Laws		A-67
Section 5.7	SEC Documents; Financial Statements		A-67
Section 5.8	Absence of Certain Changes or Events		A-69
Section 5.9	No Undisclosed Liabilities.		A-69
Section 5.10	No Default		A-69
Section 5.11	Litigation		A-69
Section 5.12	Taxes		A-69
Section 5.13	Information Supplied		A-70
Section 5.14	Intellectual Property		A-71
Section 5.15	Environmental Matters		A-71
Section 5.16	Properties		A-71
Section 5.17	Material Contracts		A-72
Section 5.18	No Shareholder Approval Required		A-72
Section 5.19	Brokers		A-72
Section 5.20	Investment Company Act		A-72
Section 5.21	Parent Shares and Funds		A-73
Section 5.22	Merger Sub		A-73
Section 5.23	No Other Representations and Warranties		A-73

ARTICLE 6	COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGERS		A-74

Section 6.1	Conduct of Business by Company		A-74
Section 6.2	Conduct of Business by Parent		A-80
Section 6.3	No Control of Other Party’s Business		A-82


		Page

ARTICLE 7	ADDITIONAL COVENANTS		A-82

Section 7.1	Preparation of the Form S-4, the Proxy Statement; Stockholders Meeting		A-82
Section 7.2	Access to Information; Confidentiality		A-84
Section 7.3	No Solicitation; Company Acquisition Proposals		A-85
Section 7.4	Public Announcements		A-90
Section 7.5	Indemnification; Directors’ and Officers’ Insurance		A-90
Section 7.6	Appropriate Action; Consents; Filings		A-93
Section 7.7	Notification of Certain Matters; Transaction Litigation		A-94
Section 7.8	Listing; Classification		A-95
Section 7.9	Section 16 Matters		A-95
Section 7.10	Certain Tax Matters		A-96
Section 7.11	Dividends		A-97
Section 7.12	Takeover Statutes		A-98
Section 7.13	Tax Representation Letters		A-99
Section 7.14	Resignations		A-100
Section 7.15	Employee Matters		A-100
Section 7.16	Delisting; Deregistration		A-102
Section 7.17	Certain Company Subsidiary Matters		A-102
Section 7.18	Merger Sub; Hermes Sub I; Hermes Sub II; Parent Subsidiaries; Company Subsidiaries		A-102
Section 7.19	Financing Cooperation		A-102

ARTICLE 8	CONDITIONS		A-105

Section 8.1	Conditions to Each Party’s Obligation to Effect the Mergers		A-105
Section 8.2	Conditions to Obligations of Parent and Merger Sub		A-105
Section 8.3	Conditions to Obligations of Company		A-107

ARTICLE 9	TERMINATION, FEES AND EXPENSES, AND AMENDMENT		A-108

Section 9.1	Termination		A-108
Section 9.2	Effect of Termination		A-110
Section 9.3	Fees and Expenses		A-110
Section 9.4	Amendment		A-112

ARTICLE 10	GENERAL PROVISIONS		A-113

Section 10.1	Nonsurvival of Representations and Warranties and Certain Covenants		A-113
Section 10.2	Notices		A-113
Section 10.3	Severability		A-114
Section 10.4	Counterparts		A-114
Section 10.5	Entire Agreement		A-114
Section 10.6	No Third-Party Beneficiaries		A-114


		Page
Section 10.7	Extension; Waiver		A-115
Section 10.8	Governing Law		A-115
Section 10.9	Consent to Jurisdiction		A-115
Section 10.10	Assignment		A-116
Section 10.11	Remedies; Specific Performance		A-116
Section 10.12	Waiver of Jury Trial		A-117
Section 10.13	Authorship		A-117


EXHIBITS

Exhibit A		Form of Articles of Amendment Classifying Parent Series A Preferred Stock
Exhibit B		Form of Articles of Amendment Classifying Parent Series B Preferred Stock
Exhibit C		Form of Company REIT Qualification Opinion
Exhibit D		Form of Parent Section 368 Opinion
Exhibit E		Form of Parent REIT Qualification Opinion
Exhibit F		Form of Company Section 368 Opinion


Defined Terms		Location of Definition

Agreement		Preamble

Closing		Section 2.3

Closing Date		Section 2.3

Common Stock Merger Consideration		Section 3.2(a)(ii)

Company		Preamble

Company Acquisition Proposal		Section 7.3(i)(i)

Company Adverse Recommendation Change		Section 7.3(c)

Company Alternative Acquisition Agreement		Section 7.3(a)

Company Benefit Plan		Section 4.13

Company Board		Recitals

Company Board Recommendation		Section 4.4(b)

Company Capitalization Date		Section 4.3(a)

Company Class A Common Stock		Recitals

Company Common Stock		Recitals

Company Disclosure Letter		Article 4

Company Employees		Section 4.13(f)

Company Material Contract		Section 4.18(b)

Company Parties		Section 9.3(e)

Company Permits		Section 4.6(a)

Company Preferred Stock		Section 4.3(a)

Company Qualified DC Plan		Section 7.15(c)

Company Related Party Agreement		Section 4.25

Company SEC Documents		Section 4.7(a)


Defined Terms		Location of Definition

Company Series H Preferred Stock		Recitals

Company Series K Preferred Stock		Recitals

Company Stockholder Approval		Section 4.21

Company Subsidiary Partnership		Section 4.12(i)

Company Superior Proposal		Section 7.3(i)(ii)

Company Superior Proposal Termination		Section 7.3(e)

Company Tax Protection Agreements		Section 4.12(i)

Company Terminating Breach		Section 9.1(c)(i)

Company Termination Fee		Section 9.3(g)

Company Third Party		Section 4.17(i)

Company Title Insurance Policy		Section 4.17(l)

Continuing Employee		Section 7.15(a)

Converted Entity		Section 7.10(d)

Copyrights		Section 1.1(a)

Debt Transaction		Section 7.19(b)

Debt Transaction Documents		Section 7.19(b)

Disregarded Entity		Section 7.10(d)

Enforcement Expenses		Section 9.3(f)

Exchange Agent		Section 3.3(a)

Exchange Fund		Section 3.3(b)

Exchange Ratio		Section 3.2(a)(ii)

Excluded Benefits		Section 7.15(a)

Family Stockholders		Recitals

First Interim Dividend		Section 7.11(b)

First Merger		Recitals

First Merger Articles of Merger		Section 2.4

First Merger Effective Time		Section 2.4

Form S-4		Section 4.5(b)

Hermes Sub I		Preamble

Hermes Sub I Class A Common Stock		Recitals

Hermes Sub I Common Stock		Recitals

Hermes Sub I Restricted Stock Awards		Section 3.1(c)


Defined Terms		Location of Definition

Hermes Sub I Series H Preferred Stock		Recitals

Hermes Sub I Series K Preferred Stock		Recitals

Hermes Sub II		Preamble

Hypothetical Permitted REIT Dividend Amount		Section 7.11(c)

Indemnified Parties		Section 7.5(a)

Interim Period		Section 6.1(a)

Letter of Transmittal		Section 3.3(d)(ii)

Listing		Section 7.8

Marks		Section 1.1(a)

Maryland Courts		Section 10.9

Material Company Leases		Section 4.17(g)

Maximum Amount		Section 7.5(c)

Merger Sub		Preamble

Mergers		Recitals

MGCL		Recitals

MLLCA		Recitals

Notice Period		Section 7.3(f)

Outside Date		Section 9.1(b)(i)

Parent		Preamble

Parent Board		Recitals

Parent Disclosure Letter		Article 5

Parent Partnership		Recitals

Parent REIT Dividend		Section 7.11(c)

Parent SEC Documents		Section 5.7(a)

Parent Terminating Breach		Section 9.1(d)(i)

Parties		Preamble

Party		Preamble

Patents		Section 1.1(a)

Payoff Letters		Section 7.19(c)

Per Share Common Stock Merger Consideration		Section 3.2(a)(ii)

Per Share Series H Merger Consideration		Section 3.2(a)(iii)