Exhibit 99.2
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as
of June 11, 2003, is by and between Regency Centers Corporation, a Florida
corporation ("Regency"), Security Capital Group Incorporated, a Maryland
corporation ("Security Capital Group") and Security Capital Shopping Mall
Business Trust, a Maryland real estate investment trust ("Sub," and together
with Security Capital Group, "Security Capital").
WHEREAS, Security Capital is the beneficial owner of
34,273,236 shares of Regency common stock, $0.01 par value per share (the
"Shares");
WHEREAS, Security Capital desires to dispose of a portion of
the Shares through an underwritten public offering (the "Secondary Offering")
pursuant to an underwriting agreement to be entered into among Regency, Security
Capital Group, Sub, Citigroup Global Markets Inc. and Xxxxxxx Xxxxx & Co. and
such other underwriters as provided therein (the "Underwriting Agreement");
WHEREAS, Security Capital expects to enter into a series of
forward contracts (the "Forward Contracts") with certain underwriters (the
"Forward Contract Underwriters") covering a portion of the Shares;
WHEREAS, Security Capital may lend a portion of the Shares to
the Forward Contract Underwriters pursuant to stock loan agreements (the "Stock
Loan Agreements");
WHEREAS, the Forward Contract Underwriters intend to sell the
Shares borrowed under the Stock Loan Agreements in the Secondary Offering;
WHEREAS, concurrent with the Secondary Offering, Citigroup
Global Markets Holdings Inc. ("Citigroup Holdings") intends to offer, through an
underwritten public offering, SynDECS(SM) linked to a portion of the Shares
subject to the Forward Contracts (the "SynDECS(SM) Offering");
WHEREAS, Citigroup Holdings intends to enter into equity swap
agreements with respect to a specified number of shares of common stock of
Regency providing for cash payments to Citigroup Holdings in an amount equal to
the value of the specified shares of Regency common stock on the swap
termination date (with such cash swap agreements being capable of settlement in
shares of Regency common stock if and to the extent that, after giving effect to
such settlement in shares, Citigroup Holdings would not be considered to own,
for purposes of the Section 856(d)(2)(B) of the Code, more than 9.8% of the
capital stock of Regency) (the "Cash Swap Agreements"); and
WHEREAS, Security Capital desires to sell to Regency and
Regency desires to purchase from Security Capital up to $150,000,000 of the
Shares, subject to the terms described herein.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, agreements and warranties herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. PURCHASE AND SALE.
(a) Subject to adjustment as set forth in Section 1(b) hereof
and to the other terms and conditions herein set forth, Regency agrees to
purchase and Sub agrees to sell on the Closing Date (as hereinafter defined) the
number of whole Shares (the "Regency Shares"), free and clear of all liens,
encumbrances, claims and security interests, equal to (i) $150,000,000 divided
by (ii) the per share offering price to the public of the Shares offered
pursuant to the Underwriting Agreement (the "Public Offering Price Per Share"),
rounded up to the nearest whole number and as may be adjusted pursuant to
Section 1(b) hereof.
(b) If, upon the consummation of the Secondary Offering and
the execution by Security Capital of the Forward Contracts, the Adjusted Stock
Ownership Percentage (as defined below) is 9.8% or less, Regency shall purchase
from Sub a number of Regency Shares equal to (i) $150,000,000 divided by (ii)
the Public Offering Price Per Share, as set forth in Section 1(a) above, without
adjustment. If, upon the consummation of the Secondary Offering and the
execution by Security Capital of the Forward Contracts, the Adjusted Stock
Ownership Percentage is greater than 9.8%, then Regency shall purchase from Sub
at the Public Offering Price Per Share an aggregate value of Regency Shares as
set forth in the following table; provided, however, that if the disposition of
Shares by Sub pursuant to the Secondary Offering and this Agreement would result
in Security Capital's aggregate ownership of the Shares being reduced by 20% or
less (calculated in accordance with Section 302(b) of the Internal Revenue
Code), then Regency will not be obligated to purchase from Sub and Sub will not
be obligated to sell to Regency any of the Regency Shares;
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Adjusted Stock Regency's
Ownership Percentage Participation
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< 9.8% $150MM
-
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> 9.8% and < 11.0% $135MM
-
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>11.0% and < 12.0% $120MM
-
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>12.0% and < 13.0% $105MM
-
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>13.0% and < 14.0% $90MM
-
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>14.0% and < 15.0% $75MM
-
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> 15.0% $0MM
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As used in this Section 1(b), the term "Adjusted Stock Ownership Percentage"
shall mean the percentage of the total outstanding shares of Regency common
stock (on a fully diluted basis assuming that Regency purchases $150,000,000 of
the Shares pursuant to this Agreement) owned by Security Capital after the
consummation of Secondary Offering and the execution of the Forward Contracts.
For purposes of this calculation, the Shares subject to the over-allotment
options granted by Security Capital to the underwriters in the Underwriting
Agreement and the Shares linked to the over-allotment option granted to the
underwriters of the SynDECS(SM) Offering (the "Greenshoe Shares") shall be
deemed not owned by Security Capital. For illustration purposes, the Adjusted
Stock Ownership Percentage equals (i) the Security Capital Owned Shares (as
defined below) divided by (ii) the Total Outstanding Shares (as defined below).
The term "Security Capital Owned Shares" shall mean (i)
34,273,236 minus (ii) the sum of (A) the number of Shares sold by Security
Capital in the Secondary Offering plus (B) the number of Shares subject to the
Forward Contracts plus (C) the Greenshoe Shares.
The term "Total Outstanding Shares" shall mean (i) 60,511,537
minus (ii) (A) $150,000,000 divided by (B) the Public Offering Price Per Share.
2. REPRESENTATIONS AND WARRANTIES OF REGENCY. Regency hereby
represents and warrants to Security Capital as follows:
(a) DUE ORGANIZATION. Regency is duly organized, validly
existing and in good standing under the laws of the State of Florida.
(b) AUTHORIZATION; NON-CONTRAVENTION. Regency has the
requisite power and authority to enter into this Agreement and the transactions
and agreements contemplated hereby and to carry out its obligations hereunder
and thereunder. This Agreement has been duly authorized, executed and delivered
by Regency and constitutes a valid and binding agreement enforceable against it
in accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors rights generally or by general equitable
principles and except as the enforcement of the provisions of Section 9 hereof
may be limited by public policy. Neither the execution and delivery of this
Agreement, the consummation of the transactions and agreements contemplated
hereby, nor compliance with the terms, conditions or provisions of this
Agreement, will be a violation of any of the terms, conditions or provisions of
Regency's Restated Articles of Incorporation, as amended, or bylaws or of any
material agreement or instrument to which it or one of its
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subsidiaries is a party or by which it or one of its subsidiaries or its or
their material properties may be bound, or constitute a default or create a
right of termination or acceleration thereunder. A special committee of the
Board of Directors of Regency has determined that this Agreement and the
transactions contemplated hereby are advisable, fair to and in the best
interests of the shareholders of Regency.
(c) REGENCY SHARES OUTSTANDING. As of the date hereof, Regency
has outstanding 60,511,537 shares of common stock, $0.01 par value per share.
(d) REIT STATUS. Regency further represents and warrants that
(i) it intends in its federal income tax return for the tax years that will end
on December 31, 2003 to be taxed as a real estate investment trust (a "REIT")
within the meaning of Section 856 of the Internal Revenue Code of 1986, as
amended (the "Code"), (ii) it has operated, and intends to continue to operate,
in such a manner as to qualify as a REIT for 2003, and (iii) assuming the
Forward Contracts, the Stock Loan Agreements and the Cash Swap Agreements are in
substantially the form attached hereto as EXHIBIT A, EXHIBIT B and EXHIBIT C,
respectively, the consummation of the transactions contemplated by this
Agreement, the Underwriting Agreement, the Forward Contracts, the Stock Loan
Agreements and the Cash Swap Agreements will not prevent or prohibit Regency
from continuing to qualify as a REIT for federal income tax purposes, or result
in the loss of Regency's status as a REIT for federal income tax purposes.
3. REPRESENTATIONS AND WARRANTIES OF SECURITY CAPITAL.
Security Capital Group and Sub hereby jointly and severally represent and
warrant to Regency as follows:
(a) DUE ORGANIZATION. Security Capital Group and Sub are
each duly organized, validly existing and in good standing under the laws of the
State of Maryland.
(b) AUTHORIZATION; NON-CONTRAVENTION. Security Capital
Group and Sub each have the requisite power to enter into this Agreement and the
transactions and agreements contemplated hereby and to carry out its obligations
hereunder and thereunder. This Agreement has been duly authorized, executed and
delivered by each of Security Capital Group and Sub and constitutes a valid and
binding agreement of Security Capital Group and Sub enforceable against it in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of creditors rights generally or by general equitable
principles and except as the enforcement of the provisions of Section 9 hereof
may be limited by public policy. Neither the execution and delivery of this
Agreement, consummation of the transactions and agreements contemplated hereby,
nor compliance with the terms, conditions or provisions of this Agreement, will
be a violation of any of the
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terms, conditions or provisions of either Security Capital Group's or Sub's
charter or bylaws or of any material agreement or instrument to which Security
Capital Group or Sub is a party or constitute a default or create a right of
termination or acceleration thereunder.
(c) TITLE. Sub is the sole legal and record owner of the
Shares and owns the Regency Shares free and clear of all liens, encumbrances,
claims and security interests.
4. PUBLIC ANNOUNCEMENTS. The parties hereto will consult with
each other before issuing, and provide each other with the reasonable
opportunity to review and comment upon, any press release or other public
statements with respect to the transactions contemplated by this Agreement, and
shall not issue any such press release or make any such public statement without
the reasonable consent of the other party, except as may be required by
applicable law, rule or regulation, by court process or by obligations pursuant
to any listing agreement with any national securities exchange or transaction
reporting system so long as the other party is notified promptly by the
disclosing party of such press release or public statement. For avoidance of
doubt, the parties acknowledge that Security Capital Group, Sub and certain of
their affiliates will be filing, with respect to these transactions, an
amendment to its report on Schedule 13D, and Regency will be filing, with
respect to these transactions, a Current Report on Form 8-K.
5. CLOSING. Subject to the satisfaction of the conditions set
forth in Sections 6 and 7 hereof, the purchase and sale of the Regency Shares
(the "Closing") shall occur concurrently with the later to occur of (i) the
initial closing of the Secondary Offering and (ii) the initial closing of the
SynDECS(SM) Offering (such date being the "Closing Date"). The Closing shall
take place at the offices of Xxxxx & Xxxxxxx, 000 Xxxxxxxxxx Xxxxxx, X.X.,
Xxxxxxxxxx, Xxxxxxxx of Columbia 20004, at which time the parties shall make the
deliveries described below. At the Closing, in addition to any other documents
required to be delivered under this Agreement, the parties hereto shall deliver
the documents described below:
(a) DELIVERIES BY REGENCY. At the Closing, Regency shall
deliver or cause to be delivered the following to Security Capital:
(1) an amount of U.S. Dollars equal to the product
of the number of Regency Shares to be purchased
by Regency determined in accordance with Section
1 of this Agreement times the Public Offering
Price Per Share, to be delivered by wire
transfer of immediately available funds to the
account specified by Security Capital;
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(2) a certificate, dated the Closing Date, of an
executive officer of Regency, certifying that,
as of such date, the representations and
warranties of Regency contained herein are
accurate, true and correct with the same force
and effect as though made on and as of such
date;
(3) a certificate of Regency's secretary certifying
resolutions of the special committee of the
Board of Directors of Regency approving this
Agreement and the transactions contemplated
hereby (together with an incumbency and
signature certificate regarding the officer(s)
signing on behalf of Regency); and
(4) an opinion of Xxxxx & Lardner (the "Tax
Opinion"), in form and substance reasonably
satisfactory to Security Capital, to the effect
that the transactions contemplated by this
Agreement (i) will qualify as a substantially
disproportionate redemption of stock under
Section 302(b)(2) of the Code and (ii) taken
together with the other transactions
contemplated by this Agreement, the Underwriting
Agreement, the Forward Contracts, the Stock Loan
Agreements and the Cash Swap Agreements (to the
extent such agreements are substantially in the
form attached hereto as EXHIBIT A, EXHIBIT B and
EXHIBIT C, respectively), will not prevent or
prohibit Regency from continuing to elect to be
taxed as a REIT in its federal income tax
returns, or result in the loss of Regency's
status as a REIT for federal income tax
purposes.
(b) DELIVERIES BY SECURITY CAPITAL. At the Closing,
Security Capital shall deliver or cause to be delivered the following to
Regency:
(1) the Regency Shares to be purchased by Regency
determined in accordance with Section 1 of this
Agreement, to be delivered by DWAC to an account
specified by Regency;
(2) the resignation of Xxxxxx X. Xxxxxxx from
Regency's Board of Directors and all committees
thereof;
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(3) a certificate, dated the Closing Date, of an
executive officer of Security Capital Group,
certifying that, as of such date, the
representations and warranties of Security
Capital Group contained herein are accurate,
true and correct with the same force and effect
as though made on and as of such date;
(4) a certificate, dated the Closing Date, of an
executive officer of Sub, certifying that, as of
such date, the representations and warranties of
Sub contained herein are accurate, true and
correct with the same force and effect as though
made on and as of such date;
(5) a certificate of Security Capital Group's
secretary certifying resolutions of the Board of
Directors of Security Capital Group approving
this Agreement and the transactions contemplated
hereby (together with an incumbency and
signature certificate regarding the officer(s)
signing on behalf of Security Capital Group) and
certifying that attached to such certificate are
true, accurate and complete executed copies of
the Forward Contracts, the Stock Loan Agreements
and the Cash Swap Agreements; and
(6) a certificate of Sub's secretary certifying
resolutions of the Board of Trustees of Sub
approving this Agreement and the transactions
contemplated hereby (together with an incumbency
and signature certificate regarding the
officer(s) signing on behalf of Sub).
6. CONDITIONS TO THE OBLIGATIONS OF REGENCY. The obligations
of Regency under this Agreement are subject to the fulfillment of each of the
following conditions:
(a) PERFORMANCE. Each of Security Capital and Sub shall
have performed and complied in all material respects with all agreements,
covenants, obligations and conditions required by this Agreement to be performed
or complied with by it.
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(b) INJUNCTIONS. No preliminary or permanent injunction or
other final order by any United States federal or state court shall have been
issued which prevents the consummation of the transactions contemplated hereby.
(c) UNDERWRITING AGREEMENT. The initial closing of the
transactions contemplated by the Underwriting Agreement shall have occurred.
7. CONDITIONS TO THE OBLIGATIONS OF SECURITY CAPITAL. The
obligations of Security Capital under this Agreement are subject to the
fulfillment of each of the following conditions:
(a) PERFORMANCE. Regency shall have performed and complied
in all material respects with all agreements, covenants, obligations and
conditions required by this Agreement to be performed or complied with by it.
(b) INJUNCTIONS. No preliminary or permanent injunction or
other final order by any United States federal or state court shall have been
issued which prevents the consummation of the transactions contemplated hereby.
(c) UNDERWRITING AGREEMENT. The initial closing of the
transactions contemplated by the Underwriting Agreement shall have occurred.
(d) TAX OPINION. Receipt by Security Capital of the Tax
Opinion described in Section 5(a)(4).
8. SURVIVAL. The representations and warranties of the parties
shall survive until the third anniversary of the Closing Date.
9. INDEMNIFICATION.
(a) Each party (the "Indemnifying Party") agrees to
indemnify the other party, and each of their affiliates and their respective
officers, directors, employees, agents and representatives (each, an
"Indemnified Party" and together the "Indemnified Parties") against, and agrees
to hold each of them harmless from, any and all liabilities, losses, costs,
claims, damages, penalties and expenses (including, without limitation,
reasonable attorneys' fees and expenses and costs of investigation and
litigation) ("Losses") incurred or suffered by them relating to or arising out
of or in connection with any breach of or any inaccuracy in any representation
or warranty made by the Indemnifying Party in this Agreement or any document
delivered by it at the Closing pursuant to Section 5 hereof. No person shall be
entitled to indemnification hereunder to the extent that the act or omission of
such person for which indemnification is claimed arises out of such person's
fraud, bad faith or willful misconduct.
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(b) As soon as is reasonably practicable after becoming
aware of a claim for indemnification under this Agreement the Indemnified Party
shall promptly give notice to the Indemnifying Party of such claim and the
amount the Indemnified Party will be entitled to receive hereunder from the
Indemnifying Party; provided that the failure of the Indemnified Party to give
notice shall not relieve the Indemnifying Party of its obligations hereunder
except to the extent (if any) that the Indemnifying Party shall have been
prejudiced thereby. If the Indemnifying Party agrees that it has an
indemnification obligation but objects that it is obligated to pay only a lesser
amount, the Indemnified Party shall nevertheless be entitled to recover promptly
from the Indemnifying Party the lesser amount, without prejudice to the
Indemnified Party's claim for the difference.
(c) After receiving a claim as set forth above, the
Indemnifying Party may, at its own expense, (i) participate in the defense of
any claim, suit, action or proceeding and (ii) upon notice to the Indemnified
Party and the Indemnifying Party's delivering to the Indemnified Party a written
agreement that the Indemnified Party is entitled to indemnification for all
Losses arising out of such claim, suit, action or proceeding, assume the defense
thereof; provided, however, that (x) the Indemnifying Party's counsel is
reasonably satisfactory to the Indemnified Party, and (y) the Indemnifying Party
shall thereafter consult with the Indemnified Party upon the Indemnified Party's
reasonable request for such consultation from time to time with respect to such
claim, suit, action or proceeding. If the Indemnifying Party assumes such
defense, the Indemnified Party shall have the right (but not the duty) to
participate in the defense thereof and to employ counsel, at its own expense,
separate from the counsel employed by the Indemnifying Party. If, however, the
Indemnified Party reasonably determines in its judgment that representation by
the Indemnifying Party's counsel of both the Indemnifying Party and the
Indemnified Party would present such counsel with a conflict of interest, then
such Indemnified Party may employ separate counsel to represent or defend it in
any such claim, action, suit or proceeding and the Indemnifying Party shall pay
the reasonable fees and disbursements of such separate counsel. Whether or not
the Indemnifying Party chooses to defend or prosecute any such claim, suit,
action or proceeding, all of the parties hereto shall cooperate in the defense
or prosecution thereof.
(d) Notwithstanding anything in this Section 9 to the
contrary, neither the Indemnifying Party nor the Indemnified Party shall,
without the written consent of the other, settle or compromise any claim or
permit a default or consent to entry of any judgment unless the claimant and
such party provide to such other party an unqualified release from all liability
in respect of such claim. Notwithstanding the foregoing, if a settlement offer
solely for money damages is made by the applicable third party claimant, and the
Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying
Party's willingness to accept the settlement offer and pay the amount called for
by such offer, and the
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Indemnified Party declines to accept such offer, the Indemnified Party may
continue to contest such claim, free of any participation by the Indemnifying
Party, and the amount of any ultimate liability with respect to such claim that
the Indemnifying Party has an obligation to pay hereunder shall be limited to
the lesser of (i) the amount of the settlement offer that the Indemnified Party
declined to accept or (ii) the aggregate Losses of the Indemnified Party with
respect to such claim. If the Indemnifying Party makes any payment on any claim,
the Indemnifying Party shall be subrogated, to the extent of such payment, to
all rights and remedies of the Indemnified Party to any insurance benefits or
other claims of the Indemnified Party with respect to such claim.
(e) In the event that the Indemnifying Party does not
elect to assume the defense of any claim, suit, action or proceeding, then any
failure of the Indemnified Party to defend or to participate in the defense of
any such claim, suit, action or proceeding or to cause the same to be done,
shall not relieve the Indemnifying Party of its obligations hereunder.
10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
heirs, personal representatives, successors, assigns and affiliates.
11. NOTICES. Any notice or other communication provided for
herein or given hereunder to a party hereto shall be in writing and shall be
given by delivery, by telex, telecopier or by mail (registered or certified
mail, postage prepaid, return receipt requested) to the respective parties as
follows:
If to Regency:
Regency Centers Corporation
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Xx.
Facsimile: (000) 000-0000
with a copy to:
Xxxxx & Lardner
000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
If to Security Capital:
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c/o GE Capital Real Estate
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Legal Department/Security Capital
Facsimile: (000) 000-0000
with a copy to:
Xxxxx & Xxxxxxx L.L.P.
Columbia Square
000 Xxxxxxxxxx Xxxxxx, X.X.
Attention: J. Xxxxxx Xxxxxxx, Xx., Esq.
Facsimile: (000) 000-0000
or to such other address with respect to a party as such party shall notify the
other in writing.
12. WAIVER. No party may waive any of the terms or conditions
of this Agreement, nor may this Agreement be amended or modified, except by a
duly signed writing referring to the specific provision to be waived, amended or
modified.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement with respect to the subject matter hereof, and supersedes all other
prior agreements and understandings, both written and oral, among the parties
hereto and their affiliates.
14. EXPENSES. Except as otherwise expressly contemplated
herein to the contrary, regardless of whether the transactions contemplated
hereby are consummated, each party hereto shall pay its own expenses incident to
preparing for, entering into and carrying out this Agreement and the
consummation of the transactions contemplated hereby. Notwithstanding the
foregoing, to the extent that any of the underwriters set forth in the
Underwriting Agreement is entitled to any fees, discounts or commissions with
respect to the Regency Shares purchased by Regency hereunder, Security Capital
agrees to pay any and all such fees, discounts and commissions and shall hold
Regency harmless from and against any liability in respect thereof.
15. CAPTIONS. The Section and Paragraph captions herein are
for convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.
16. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.
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17. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Florida.
18. NO PRESUMPTION AGAINST DRAFTER. Each of the parties hereto
has jointly participated in the negotiation and drafting of this Agreement. In
the event of an ambiguity or a question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by each of the parties hereto
and no presumptions or burdens of proof shall arise favoring any party by virtue
of the authorship of any of the provisions of this Agreement.
19. TERMINATION. If the closing of the transactions
contemplated hereby has not occurred on or prior to September 30, 2003, this
Agreement shall terminate and be of no further force or effect.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the day and year first executed.
REGENCY CENTERS CORPORATION
By: /s/ XXXXXX X. XXXXX, XX.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Chairman
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
Title: Authorized Signatory
SECURITY CAPITAL SHOPPING MALL BUSINESS
TRUST
By: /s/ XXXXXX XXXXX
------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
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