JACKSONVILLE, FLA., AND GREENWICH, CONN.— Jacksonville-based REIT Regency Centers (NASDAQ: REG) has agreed to acquire Urstadt Biddle Properties (NYSE: UBA) in a an all-stock transaction valued at $1.4 billion, including the assumption of debt and preferred stock. Urstadt Biddle Properties is a REIT based in Greenwich that primarily invests in shopping centers.
The combined company will have a market capitalization of approximately $11 billion and total enterprise value of approximately $16 billion. The combined portfolio will comprise 56 million square feet of gross leasable area across 481 properties. Regency acquired the company to help expand its footprint in grocery-anchored shopping centers in suburban trade areas in the U.S.
Under the terms of the agreement, Urstadt Biddle’s stockholders will receive 0.347 of a newly issued REG share for each UBA or UBP share they own. This represents a total consideration of $20.40 per share based on Regency’s closing share price on May 17, 2023.
Upon closing, Regency shareholders will own 93 percent of the combined company, while Urstadt Biddle shareholders will own three percent. The respective boards of directors of both Regency and Urstadt Biddle have each approved the transaction.
“The portfolio that Urstadt Biddle has carefully assembled over more than 50 years offers a highly aligned demographic and merchandising profile to Regency,” says Lisa Palmer, president and CEO of Regency Centers. “Both companies have a successful track record of owning and operating best-in-class, grocery-anchored, neighborhood and community centers in premier suburban trade areas.”
The transaction is expected to close in the third quarter or early in the fourth quarter of 2023. There are no anticipated changes to Regency’s executive management team or board of directors. The transaction is expected to be non-taxable to Urstadt Biddle shareholders.
RBC Capital Markets and Wells Fargo Securities are acting as financial advisors to Regency Centers, while Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Eastdil Secured and Deutsche Bank are acting as financial advisors and Hogan Lovells US is serving as legal advisor to Urstadt Biddle.
UBA’s stock price opened at $20.05 per share on Friday, May 19, the morning after the transaction was announced, up from $16.61 just two days earlier and $16.89 one year ago. REG’s stock price opened at $58.78 on Friday, May 19, down from $65.87 one year ago.
— Channing Hamilton