Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated May 8, 2025
Relating to Preliminary Prospectus Supplement dated May 8, 2025
to Prospectus dated March 23, 2023
Registration Nos. 333-270763 and 333-270763-01
REGENCY CENTERS, L.P.
$400,000,000 5.00% Notes Due 2032
Pricing Term Sheet
| Issuer: | Regency Centers, L.P. | |
| Security: | 5.00% Notes Due 2032 (the “Notes”) | |
| Guarantee: | Regency Centers Corporation, the general partner of Regency Centers, L.P., will guarantee the payment of principal and interest of the Notes. | |
| Expected Ratings (Moody’s / S&P)*: | A3 (stable) / A- (stable) | |
| Principal Amount: | $400,000,000 | |
| Coupon (Interest Rate): | 5.00% per annum | |
| Interest Payment Dates: | January 15 and July 15, commencing January 15, 2026 | |
| Interest Record Dates: | The immediately preceding January 1 and July 1 | |
| Maturity: | July 15, 2032 | |
| Denominations: | $2,000 x $1,000 in excess thereof | |
| Price to Public: | 99.279% of principal amount, plus accrued interest, if any, from the date of original issuance | |
| Trade Date: | May 8, 2025 | |
| Settlement Date: | T+3; May 13, 2025; under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the date that is one | |
| business day preceding the settlement date will be required, by virtue of the fact that the Notes initially settle in T+3 to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes during such period should consult their advisors. | ||
| Net Proceeds: | $394,616,000 (after deducting underwriting discount and before expenses associated with the transaction). | |
| Optional Redemption Provision: | In full or in part at any time, prior to May 15, 2032 (“Par Call Date”), make whole call based on U.S. Treasury plus 15 bps to the Par Call Date, and, on or after the Par Call Date, redeemable at 100% of the principal amount plus accrued and unpaid interest to the redemption date. | |
| Benchmark Treasury: | 4.00% due April 30, 2032 | |
| Spread to Benchmark Treasury: | T+95 bps | |
| Benchmark Treasury Price / Yield: | 98-31+ / 4.169% | |
| Re-Offer Yield: | 5.119% | |
| CUSIP / ISIN: | 75884RBD4 / US75884RBD44 | |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC BofA Securities, Inc. J.P. Morgan Securities LLC TD Securities (USA) LLC PNC Capital Markets LLC Regions Securities LLC U.S. Bancorp Investments, Inc. | |
| Senior Co-Managers | BMO Capital Markets Corp. BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. Truist Securities, Inc. | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer and guarantor have filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer and guarantor have filed with the SEC for more complete information about the issuer, the guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the underwriters participating in the offering will arrange to send you the prospectus supplement and accompanying prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at (800) 645-3751, by calling BofA Securities, Inc. toll-free at (800) 294-1322, by calling J.P. Morgan Securities LLC collect at (212) 834-4533, or by calling TD Securities (USA) LLC at (855) 495-9846.