Rule 424(b)(5)
Registration Number 333-2546
PROSPECTUS SUPPLEMENT DATED JULY 10, 1997
Regency Realty Corporation
2,052,750 Shares
Common Stock
All of the shares of Common Stock offered hereby are being sold directly by
Regency Realty Corporation (the "Company") at a price of $27.25 per share
pursuant to the exercise by Security Capital Holdings S.A. (together with its
parent company, Security Capital U.S. Realty, "SC-USREALTY") of participation
rights under the terms of a Stockholders Agreement dated as of July 10, 1996, as
amended, with the Company. Such exercise of participation rights is being made
in connection with an underwritten public offering (the "Underwritten Offering")
by the Company pursuant to a Prospectus Supplement dated July 10, 1997 of
2,415,000 shares of Common Stock. An aggregate of 1,785,000 shares offered
hereby are being sold to SC- USREALTY concurrently with the closing of the
Underwritten Offering at the same price per share as the shares being sold in
the Underwritten Offering. Pursuant to its participation rights, SC-USREALTY
also has the right to purchase up to 267,750 shares offered hereby in an amount
equal to up to 73.9% of the number of shares purchased by the underwriters upon
the exercise, if any, of a 30-day over-allotment option covering 362,250 shares
granted to the underwriters by the Company.
The net proceeds to the Company from the sale of 1,785,000 shares of Common
Stock being sold to SC-USREALTY hereby, after deducting estimated offering
expenses, will be approximately $48.6 million (approximately $55.9 million if
SC-USREALTY elects to exercise its participation rights in full upon exercise in
the Underwritten Offering by the underwriters of their over-allotment option in
full). The net proceeds to the Company from the sale of the Common Stock offered
in the Underwritten Offering, after deduction of the underwriting discounts and
commissions and estimated offering expenses, will be approximately $62.2 million
($71.5 million if the underwriters' over-allotment option is exercised in full).
All of the net proceeds from both offerings will be used by the Company to repay
borrowings outstanding under the Company's revolving line of credit, which
matures in May 1999 and had an interest rate of 7.18% per annum as of June 30,
1997 (floating rate of LIBOR plus 1.50%). Such borrowings were incurred in the
past year to finance the acquisition of shopping centers.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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