Exhibit 1.3
Pricing Agreement
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Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
August 24, 2000
Ladies and Gentlemen:
Regency Centers, L.P., a Delaware limited partnership (the
"Partnership"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated April 7, 1999 (the "Underwriting
Agreement"), between the Partnership and Regency Realty Corporation, a Florida
corporation ("Regency"), on the one hand, and Goldman, Sachs & Co., on the other
hand, to issue and sell to Goldman, Sachs & Co. (the "Underwriters") the
Securities specified in Schedule I hereto (the "Designated Securities"). Each of
the provisions of the Underwriting Agreement is incorporated herein by reference
in its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein, and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that (i) each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined) and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement and
(ii) the representation and warranty in paragraph (o) of Section 2 of the
Underwriting Agreement shall be superceded in its entirety by the following:
(o) Regency has qualified to be taxed as a real estate
investment trust pursuant to Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended (the "Code"), for each of the fiscal
years from its inception through the fiscal year ended December 31,
1999 and Regency's present and contemplated organization, ownership,
method of operation, assets and income are such that Regency is in a
position under present law to so qualify for the fiscal year ending
December 31, 2000 and in the future;
Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise
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defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of the Underwriters of the Designated Securities
pursuant to Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at the end of
Schedule I hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Partnership and
Regency agree to issue and sell to the Underwriters, and the Underwriters agree
to purchase from the Partnership and Regency, at the time and place and at the
purchase price to the Underwriters set forth in Schedule I hereto, the
Designated Securities.
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If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by the
Underwriters, this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between the Underwriters, the Partnership and Regency.
Very truly yours,
Regency Centers, L.P.
By: Regency Realty Corporation,
general partner
By: /s/ J. Christian Leavitt
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Name: J. Christian Leavitt
Title: Sr. Vice Prepsident Finance
Regency Realty Corporation
By: /s/ J. Christian Leavitt
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Name: J. Christian Leavitt
Title: Sr. Vice Prepsident Finance
Accepted as of the date hereof:
Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
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SCHEDULE I
Title of Designated Securities:
8.45% Notes due September 1, 2010
Aggregate principal amount:
$150,000,000
Price to Public:
99.819% of the principal amount of the Designated Securities, plus
accrued interest, if any, from August 29, 2000 to the Time of Delivery
Purchase Price by Underwriters:
99.169% of the principal amount of the Designated Securities, plus
accrued interest, if any, from August 29, 2000 to the Time of Delivery
Form of Designated Securities:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time) on August 29, 2000
Indenture:
Indenture dated as of March 9, 1999 among the Partnership, the
Guarantors named therein and First Union National Bank, as Trustee
Maturity:
September 1, 2010
Interest Rate:
8.45%
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Interest Payment Dates:
March 1 and September 1
Redemption Provisions:
The Designated Securities may be redeemed by the Partnership, in whole
or in part, at any time at a redemption price equal to the sum of (a)
the principal amount of Designated Securities being redeemed plus
accrued interest thereon to the Redemption Date (as defined in the
Indenture) and (b) the Make-Whole Amount (as defined in the Indenture),
if any, with respect to such Designated Securities.
Sinking Fund Provisions:
No sinking fund provisions
Closing location for delivery of Designated Securities:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Additional Closing Conditions:
None
Names and addresses of Representatives:
Designated Representatives: Goldman, Sachs & Co.
Address for Notices, etc.: 85 Broad Street, New York, New York 10004
Other Terms:
None
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