MERGERS PROPOSED - YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Urstadt Biddle Properties Inc.:

On May 17, 2023, the board of directors of Urstadt Biddle Properties Inc. (which we refer to as "Urstadt Biddle") approved an Agreement and Plan of Merger, dated as of May 17, 2023 (which we refer to, as amended from time to time, as the "merger agreement"), by and among Regency Centers Corporation (which we refer to as "Regency"), Hercules Merger Sub, LLC, a wholly owned subsidiary of Regency (which we refer to as "Merger Sub"), Urstadt Biddle, UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle (which we refer to as "UB Sub I"), and UB Maryland II, Inc., a wholly owned subsidiary of UB Sub I (which we refer to as "UB Sub II"). The merger agreement provides that (i) UB Sub II will be merged with and into Urstadt Biddle (which we refer to as the "first merger"), with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I, and (ii) following the first merger, UB Sub I will be merged with and into Merger Sub (which we refer to as the "second merger" and together with the first merger, the "mergers"), with Merger Sub surviving the second merger as a wholly owned subsidiary of Regency.

In connection with the mergers, holders of UB common stock and UB Class A common stock (which we refer to as the "Urstadt Biddle stockholders") will have the right to receive 0.347 (which we refer to as the "exchange ratio") of a newly issued share of Regency common stock for each share of UB common stock and for each share of UB Class A common stock that they own immediately prior to the effective time of the first merger. In the mergers, each share of Urstadt Biddle 6.25% Series H Cumulative Redeemable Preferred Stock (which we refer to as "UB Series H preferred stock"), and each share of Urstadt Biddle 5.875% Series K Cumulative Redeemable Preferred Stock (which we refer to as "UB Series K preferred stock" and, together with UB Series H preferred stock, "UB preferred stock"), will be converted into one share of newly issued Regency 6.25% Series A Cumulative Redeemable Preferred Stock (which we refer to as "Regency Series A preferred stock"), and Regency 5.875% Series B Cumulative Redeemable Preferred Stock (which we refer to as "Regency Series B preferred stock" and, together with Regency Series A preferred stock, "Regency preferred stock"), respectively, having substantially similar terms as those of the corresponding series of preferred stock of Urstadt Biddle. Holders of UB common stock and UB Class A common stock will receive cash in lieu of fractional shares of Regency common stock. The exchange ratio is fixed (except for in limited circumstances, including with respect to REIT dividends, as described in the proxy statement/prospectus). UB common stock, UB Class A common stock, UB Series H preferred stock and UB Series K preferred stock are traded on the New York Stock Exchange (which we refer to as the "NYSE") under the ticker symbols "UBP," "UBA," "UBPPRH" and "UBPPRK," respectively. Regency common stock is traded on the Nasdaq Stock Market (which we refer to as the "Nasdaq") under the ticker symbol "REG." Based on the closing price of Regency common stock on the Nasdaq of $58.78 on May 17, 2023, the last practicable trading day before public announcement of the proposed mergers, the exchange ratio represented approximately $20.40 in Regency common stock for each share of UB common stock and each share of UB Class A common stock. Based on the closing price of Regency common stock on the Nasdaq of $62.00 on July 6, 2023, the latest practicable date before the date of this proxy statement/ prospectus, the exchange ratio represented approximately $21.51 in Regency common stock for each share of UB common stock and each share of UB Class A common stock. Because the exchange ratio is fixed, the market value of the merger consideration will fluctuate with changes in the market price of Regency common stock and you will not be able to ascertain the precise value of the merger consideration at the time that you vote. We urge you to obtain current market quotations of Regency common stock, UB common stock and UB Class A common stock.

Based on the number of shares of UB common stock and UB Class A common stock (including each restricted stock award with respect to UB common stock and UB Class A common stock (which we refer to as the "UB restricted stock awards") and excluding any shares of UB Class A common stock that may be issued in connection with the conversion or repurchase of equity interests in one or more of the Urstadt Biddle four unconsolidated joint ventures (which we refer to as the "DownREITs")) outstanding as of July 6, 2023, we anticipate that Regency will issue approximately 13.6 million shares of Regency common stock in the mergers.

Upon completion of the mergers, based on the number of shares of UB common stock and UB Class A common stock (including the number of UB restricted stock awards and excluding any shares of UB Class A common stock that may be issued in connection with the conversion or repurchase of equity interests in the DownREITs) and shares of Regency common stock outstanding on July 6, 2023, we expect that the former holders of UB common stock and UB Class A common stock would own approximately 7.4% of the outstanding Regency common stock immediately after the closing of the mergers, and holders of Regency common stock immediately prior to the closing of the mergers would own approximately 92.6% of the outstanding Regency common stock immediately after the closing of the mergers. The number of shares of Regency common stock that will be issued in the mergers will depend on, among other factors, the number of shares of UB common stock and UB Class A common stock (including the number of UB restricted stock awards) outstanding immediately prior to the first merger effective time.

Urstadt Biddle will hold a special meeting of the holders of UB common stock and UB Class A common stock live via audio webcast on August 16, 2023 beginning at 2:00 p.m., Eastern Time (which we refer to as the "special meeting") in connection with the mergers and the other transactions contemplated by the merger agreement. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/UBA2023SM, where you will be able to participate in the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 1:45 p.m., Eastern Time. Please note that because there will not be a physical meeting location, you will not be able to attend the special meeting in person.

At the special meeting, holders of UB common stock and UB Class A common stock will be asked to consider and vote on (i) a proposal to approve the mergers and the other transactions contemplated by the merger agreement (which we refer to as the "Merger Proposal"), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Urstadt Biddle's named executive officers that is based on or otherwise relates to the mergers (which we refer to as the "Compensation Proposal") and (iii) a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (which we refer to as the "Adjournment Proposal").

Concurrently with the execution of the merger agreement, Willing L. Biddle, Catherine U. Biddle, Elinor F. Urstadt, Urstadt Property Company, Inc., Urstadt Realty Associates Co LP and Urstadt Realty Shares II L.P. (which we refer to as the "Urstadt Biddle Family Stockholders") entered into a voting agreement with Regency and Urstadt Biddle (which we refer to as the "voting agreement") to vote the shares of UB common stock and UB Class A common stock beneficially owned by them, representing approximately 68% of the voting power of UB common stock and UB Class A common stock as of the record date, in favor of the Merger Proposal.

Because the approval of the Merger Proposal requires the affirmative vote of the holders of UB common stock and UB Class A common stock, voting together as a single class, representing a majority of all votes entitled to be cast on the matter at the special meeting, the approval of the Urstadt Biddle Family Stockholders at the special meeting will be sufficient to approve the Merger Proposal, even if no other holders of UB common stock or UB Class A common stock vote in favor of the Merger Proposal.

Your vote is very important, regardless of the number of shares you own. The record date for determining the stockholders entitled to receive notice of, and to vote at, the special meeting is the close of business on July 6, 2023. The mergers cannot be completed unless holders of shares of UB common stock and UB Class A common stock, voting together as a single class, representing a majority of all votes entitled to be cast on the matter vote in favor of the Merger Proposal at the special meeting. The obligations of Urstadt Biddle and Regency to complete the mergers are subject to the satisfaction or waiver of certain conditions set forth in the merger agreement, including approval of the Merger Proposal. All holders of record of UB preferred stock are entitled to notice of, but may not vote at, the special meeting. The vote of the holders of UB preferred stock is not required to approve any of the proposals at the special meeting and is not being solicited. More information about Urstadt Biddle, Regency, Merger Sub, UB Sub I, UB Sub II, the special meeting, the merger agreement, the mergers and the other transactions contemplated by the merger agreement is included in this proxy statement/prospectus.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE, OR PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSEDPOSTAGE-PAID ENVELOPE. IF YOUR

SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, PLEASE FOLLOW THE VOTING INSTRUCTIONS PROVIDED BY SUCH BANK, BROKER OR OTHER NOMINEE.

Your proxy is being solicited by the Urstadt Biddle board of directors. After careful consideration, the Urstadt Biddle board of directors (i) declared that the merger agreement, the mergers and the other transactions contemplated by the merger agreement were advisable and in the best interests of Urstadt Biddle and its stockholders; (ii) approved the mergers and the other transactions contemplated by the merger agreement and approved and adopted the merger agreement; (iii) directed the submission of a proposal to approve the mergers and the other transactions contemplated by the merger agreement for consideration by the holders of UB common stock and UB Class A common stock at the special meeting; and (iv) resolved to recommend that the holders of UB common stock and UB Class A common stock approve the mergers and the other transactions contemplated by the merger agreement. The Urstadt Biddle board of directors recommends that the holders of UB common stock and UB Class A common stock vote "FOR" the Merger Proposal, which approval is necessary to complete the mergers, "FOR" the Compensation Proposal and "FOR" the Adjournment Proposal.

We urge you to read carefully the risks that are described in the "Risk Factors" section, beginning on page 23 of this proxy statement/prospectus. In addition, in considering the recommendation of the Urstadt Biddle board of directors, you should be aware that the directors and executive officers of Urstadt Biddle have certain interests in the mergers and the other transactions contemplated by the merger agreement that may be different from, or in addition to, the interests of Urstadt Biddle stockholders generally. See the section entitled "Urstadt Biddle Proposals - Proposal 2: Compensation Proposal" beginning on page 142 of this proxy statement/prospectus and "The Mergers - Interests of Urstadt Biddle Directors and Executive Officers in the Mergers" beginning on page 71 of this proxy statement/prospectus for a more detailed description of these interests.

If you have questions about the mergers or the accompanying proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact Urstadt Biddle's Secretary at:

  1. 863-8200or 321 Railroad Avenue, Greenwich, CT 06830. For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled "Where You Can Find More Information" beginning on page 169 of this proxy statement/ prospectus.

This proxy statement/prospectus provides you with detailed information about the mergers and the other transactions contemplated by the merger agreement and we urge you to read carefully in its entirety this proxy statement/prospectus, including the Annexes and documents incorporated by reference.

On behalf of the Urstadt Biddle board of directors, thank you for your consideration and continued support. We look forward to the successful combination of Urstadt Biddle and Regency.

Sincerely,

WILLING L. BIDDLE

President & Chief Executive Officer

Urstadt Biddle Properties Inc.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated July 12, 2023 and is first being mailed to Urstadt Biddle stockholders on or about July 12, 2023.

Urstadt Biddle Properties Inc.

321 Railroad Avenue

Greenwich, CT 06830

(203) 863-8200

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On August 16, 2023

Dear Stockholders:

We are pleased to invite you to attend a special meeting of stockholders of Urstadt Biddle Properties Inc. (which we refer to as "Urstadt Biddle"). The meeting will be held live via audio webcast on August 16, 2023, beginning at 2:00 p.m., Eastern Time (which we refer to as the "special meeting"), to consider and vote upon the matters listed below. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/UBA2023SM, where you will be able to participate in the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 1:45 p.m., Eastern Time. Please note that because there will not be a physical meeting location, you will not be able to attend the special meeting in person.

The special meeting will be held for the following purposes:

  • to consider and vote on a proposal to approve, pursuant to the Agreement and Plan of Merger, dated as of May 17, 2023 (which we refer to, as amended from time to time, as the "merger agreement"), by and among Regency Centers Corporation (which we refer to as "Regency"), Hercules Merger Sub, LLC, a wholly owned subsidiary of Regency (which we refer to as "Merger Sub"), Urstadt Biddle, UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle (which we refer to as "UB Sub I"), and UB Maryland II, Inc., a wholly owned subsidiary of UB Sub I (which we refer to as "UB Sub II"), the mergers of (i) UB Sub II with and into Urstadt Biddle, with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I (which we refer to as the "first merger"), and (ii) following the first merger, UB Sub I with and into Merger Sub, with Merger Sub surviving the second merger as a wholly owned subsidiary of Regency (which we refer to as the "second merger" and together with the first merger, the "mergers"), and the other transactions contemplated by the merger agreement (which we refer to as the "Merger Proposal");
  • to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Urstadt Biddle's named executive officers that is based on or otherwise relates to the mergers (which we refer to as the "Compensation Proposal"); and
  • to consider and vote on a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (which we refer to as the "Adjournment Proposal").

The approval of the Merger Proposal by holders of UB common stock and UB Class A common stock, voting together as a single class, representing a majority of all votes entitled to be cast on the matter is a condition to closing under the merger agreement. If holders of UB common stock and UB Class A common stock fail to approve the Merger Proposal, the mergers and the other transactions contemplated by the merger agreement will not occur. The approval of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the matter by the holders of UB common stock and UB Class A common stock at the special meeting, assuming a quorum is present.

Because the vote on the Compensation Proposal is only advisory in nature, it will not be binding on Urstadt Biddle or the board of directors of Urstadt Biddle. Accordingly, if the Merger Proposal is approved by holders of

UB common stock and UB Class A common stock and the mergers are completed, the compensation payments that are contractually required to be paid by Urstadt Biddle to its named executive officers will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the holders of UB common stock and UB Class A common stock on the Compensation Proposal. Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the special meeting.

Holders of record of UB common stock and UB Class A common stock at the close of business on July 6,

2023 are entitled to notice of, and to vote on, all proposals at the special meeting and any adjournments or postponements of the special meeting. All holders of record of UB preferred stock are entitled to notice of, but may not vote at, the special meeting. The vote of the holders of UB preferred stock is not required to approve any of the proposals at the special meeting and is not being solicited.

Proxies from holders of shares of UB common stock and UB Class A common stock are being solicited by the Urstadt Biddle board of directors. After careful consideration, the Urstadt Biddle board of directors

  1. declared that the merger agreement, the mergers and the other transactions contemplated by the merger agreement were advisable and in the best interests of Urstadt Biddle and its stockholders; (ii) approved the mergers and the other transactions contemplated by the merger agreement and approved and adopted the merger agreement; (iii) directed the submission of a proposal to approve the mergers and the other transactions contemplated by the merger agreement for consideration by the holders of UB common stock and UB Class A common stock at the special meeting; and (iv) resolved to recommend that the holders of UB common stock and UB Class A common stock approve the mergers and the other transactions contemplated by the merger agreement. The Urstadt Biddle board of directors recommends that you vote "FOR" the Merger Proposal, which approval is necessary to complete the mergers, "FOR" the Compensation Proposal, and "FOR" the Adjournment Proposal. The Urstadt Biddle board of directors made its determination after evaluating the mergers in consultation with Urstadt Biddle's management and legal and financial advisors and considering a number of factors.

We urge you to read carefully the risks that are described in the "Risk Factors" section, beginning on page 23 of this proxy statement/prospectus. In considering the recommendation of the Urstadt Biddle board of directors, you should be aware that the directors and executive officers of Urstadt Biddle have certain interests in the mergers and the other transactions contemplated by the merger agreement that may be different from or in addition to the interests of Urstadt Biddle stockholders generally. See the sections entitled " Urstadt Biddle Proposals - Proposal 2: Compensation Proposal" beginning on

page 142 of this proxy statement/prospectus and "The Mergers - Interests of Urstadt Biddle Directors and Executive Officers in the Mergers" beginning on page 71 of this proxy statement/prospectus for a more detailed description of these interests.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE, OR PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSEDPOSTAGE-PAID ENVELOPE. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, PLEASE FOLLOW THE VOTING INSTRUCTIONS PROVIDED BY SUCH BANK, BROKER OR OTHER NOMINEE.

By Order of the Directors

MIYUN SUNG

Senior Vice President, Chief Legal Officer & Secretary

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Urstadt Biddle Properties Inc. published this content on 12 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 July 2023 16:56:03 UTC.