Greetings, and welcome to the Regency Centers and Urstadt Biddle conference call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Christy McElroy, Senior Vice President, Capital Markets. Thank you, Christy. You may begin.
Thank you, and good morning, and welcome to the conference call to discuss the merger of Regency Centers and Urstadt Biddle Properties, which was announced this morning. Joining me on the call today are Lisa Palmer, President and Chief Executive Officer of Regency Centers; Wing Biddle, President and Chief Executive Officer of Urstadt Biddle; and Mike Mas, Chief Financial Officer of Regency Centers. As a reminder, today's discussion may contain forward-looking statements about the company's views of future business and financial performance, including future market conditions. These are based on management's current beliefs and expectations and are subject to various risks and uncertainties. It's possible that actual results may differ materially from those suggested by these forward-looking statements we may make.
Factors and risks that could cause actual results to differ materially from these statements may be included in our presentation today and are described in more detail in our filings with the SEC, specifically in our most recent form 10-K and 10-Q filings. In our discussion today, we will also reference certain non-GAAP financial measures. Reconciliations to the comparable GAAP financial measures are available in materials posted on our investor relations website. Please note that a presentation with additional details and information related to this transaction has also been posted on our website. Our caution on forward-looking statements also applies to these presentation materials. Given that the transaction has just been announced, we may not be able to answer all questions. More information about the transaction will be included in proxy materials that will be filed with the SEC. Lisa?
Thank you, Christy. Good morning, everyone. We really appreciate you all joining us this early, especially for those of you that are in earlier time zones than the East Coast. As announced this morning, we're excited that Regency and Urstadt Biddle Properties have agreed to merge in a stock-for-stock transaction. The Urstadt Biddle portfolio is one that has long been admired by us, and we're really thrilled to add these irreplaceable assets that are in premier suburban trade areas in New York, New Jersey and Connecticut. This exciting transaction presents us with a rare opportunity to add this portfolio with attributes that are highly aligned with Regency's to grow our footprint and enhance our presence in strong suburban trade areas that are core to our long-term growth strategy. Trade areas benefiting from positive post-pandemic structural trends, including suburban micro migration and hybrid work.
For those of you that may not be as familiar with Urstadt Biddle, the company was founded in 1969, and for over 50 years, the management team has worked carefully to assemble a really high-quality, well-located portfolio of predominantly grocery-anchored, open-air neighborhood and community centers in these premier supply-constrained suburbs of the New York tri-state area. The portfolio has approximately 5.3 million sq ft of GLA in 77 properties and features a strong demographic profile that is very comparable to our own, including high levels of average household incomes, population densities and college education rates. Our team is really excited to work with their team on a smooth transition, and together, we are well-positioned to unlock value and enhance merchandising within the combined portfolio, benefiting from increased scale in these markets while capitalizing on Regency's best-in-class and proven leasing and asset management platform.
Further, this all-stock transaction will be immediately accretive to Regency's core operating earnings, including roughly $9 million of annual cost-saving benefits. Also really important, the transaction has little impact to our existing balance sheet position. With pro forma leverage, including the impact of assumed preferred stock, our leverage will remain at the low end of our target range of 5 to 5.5 times debt to EBITDA. Our strong and flexible balance sheet and ample levels of free cash flow will support continued future growth, positioning us to still continue allocating capital opportunistically going forward. Post-closing, Regency's portfolio will total over 56 million sq ft, will be over 80% grocery anchored, with an average center size of just under 120,000 sq ft, and average base rents close to $24 per sq ft.
The transaction largely maintains our top tenant and tenant category concentrations, which is a testament to the strategic alignment of the existing Urstadt Biddle investment strategy. As I mentioned, the transaction is 100% stock for stock with a fixed exchange ratio. Each Urstadt Biddle Class A common and common shareholder will receive 0.347 shares of Regency common stock. This represents an equity consideration of $20.40 per share or a total of approximately $800 million as of yesterday's close. Additionally, we expect to assume just over $300 million of mortgage debt and $225 million of preferred stock. Pro forma ownership of the combined company will be 93% current Regency shareholders and 7% current Urstadt Biddle shareholders.
The transaction is expected to be non-taxable to shareholders and expected to close late in the third quarter or early fourth quarter of this year. I really wanna thank the Regency team and the Urstadt Biddle team for their hard work in getting us to this result today. With that, it is my pleasure to turn the call over to Wing, Urstadt Biddle's President and CEO. Wing?
Thanks, Lisa, and good morning, everybody. This is a really big day for our family and our fellow shareholders at Urstadt Biddle Properties. As Lisa mentioned, Urstadt Biddle has been building a shopping center portfolio in this area for over 50 years, and we're tremendously proud of it. Our local expertise and the concentration of our assets in suburban trade areas around the New York tri-state area have allowed us to benefit from strong demographics and constraints on new supply. Our success is also a result of our disciplined and conservative approach to asset and balance sheet management. As we consider the next phase for our company, we found Regency to be a company that has a strong management team that shares our values and priorities.
Our two portfolios of high quality, well-located shopping centers are highly consistent, including attractive demographic profiles, necessity-based merchandising mix, and focus on neighborhood and community center formats, mostly with grocery stores in them. While Regency, as a company, has a large national presence, their teams also have a local mentality and prioritize strong tenant relationships just like Urstadt Biddle does. We appreciate Regency's focus on operation and cultural excellence, a best-in-class balance sheet and a highly disciplined approach to capital allocation that has allowed it to create shareholder value for many years. As a future Regency shareholder, our family looks forward to benefiting from the scale and the platform benefits that a combination of our two companies will provide.
I also believe that this transaction will be a great benefit to our other stakeholders, including our employees, our retail, tenants and partners, and the communities that we serve. I want to thank the entire Urstadt Biddle organization for all their contributions to shape this company to where it has become today. I believe Regency shares our vision, and I'm extremely confident that they're going to be an ideal partner for us. Lastly, Lisa, it's really been a great pleasure getting to know you and several other of the senior management team at Regency. I have no doubt that our portfolio will be in great hands under your leadership and the rest of your team. With that, let me turn it back to you.
Thank you, Wing. Really appreciate that. We and the senior management team feel the same as we've worked with you. I do want to reiterate our excitement about this opportunity and the appreciation for the work in getting us here today. I do want to let our listeners know that Wing has quite a busy day today, as you can imagine, so he's only going to be able to be with us for a short time during our Q&A as he has to drop off the line before 9:00 A.M. for an internal commitment. We're really appreciative that he did take the time today out of this, as he just said, a really big day for him, for his family, and for the company to join us this morning.
We look forward to working with Wing and the team and look forward to the synergies and future growth opportunities that the joining of our two great companies will offer to the combined shareholder base. With that, we will open it up to Q&A. Paul?
Thank you. We'll now be conducting a question-and-answer session. If you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. One moment, please, while we pull up for questions. Thank you. Our first question is from Juan Sanabria with BMO Capital Markets. Please proceed with your question.
Hi. Good morning. Thank you for the time, Lisa and Wing. I'm just curious if you could talk a little bit about kind of why now in the history of the deal and maybe, Lisa, just your perspective on the implied valuation here and how that's representative or not or of the current state of the market given the debt markets today.
Sure. Juan, I'll start with the why now because that we're gonna have to wait. As, you know, as Christy mentioned in her opening, the proxy materials will be filed, and you will see the history of the discussions in the transaction. We'll put that one aside. With regards to valuation, the valuation, and again, this is a relative trade, so it is a fixed exchange ratio. And the... We do believe that both companies are trading at a significant discount to NAV. The cap rate is in the forward cap rate is in the low sevens.
I don't believe that there's much look-through to the private markets, again, because of the relative trade and the fact that Regency is trading at a discount, just as Urstadt Biddle is.
Okay. Great.
Please-
Then just curious if you could speak a little bit about the upside you see on the leasing side. You kind of highlight the small shop delta between the two portfolios and the path to get there or the timing in your experience and how we should be thinking about that given the synergy comments about the deal.
Sure.
Before you answer, I just wanted to say I need to run to my next call. Thank you very much. I look forward to working with you. Bye.
Thank you so much, Mike. Appreciate it. With regards to, we do believe that there's upside in shop occupancy. You have heard Regency speak that we believe that we can hit 93%. Regency standalone has some opportunity. Urstadt Biddle also reached 93% in their history, and we believe that we can get them there as well. In terms of timing, we're gonna have to hold off on that as well. More to come upon closing, and at that point in time, we will update guidance to the extent that we can, with regards to the future in terms of timing and how we would expect to harvest those opportunities.
Thank you, Lisa. Congrats.
Thank you so much.
Thank you. Our next question is from Alexander Goldfarb with Piper Sandler. Please proceed with your question.
Good morning, quite a surprise this morning as far as, you know, going through the email, appreciate the excitement. Two questions here, Lisa. First, just going back to Juan's question. Given this is, you know, basically a publicly traded family trust, you have a lot of legacy tax implications. You know, if we were to compare, I think you guys quoted sort of a low 7s implied cap. How much were the tax considerations affect that? Meaning, if we wanna, you know, use this as a read-through for where, shopping centers should trade, how much of a discount did this deal have because of the embedded tax issues?
I'm just gonna reiterate what I said before. We believe that this is a fair transaction. We paid market value. Regency's trading at a discount. Urstadt Biddle's trading at a discount. There is no read-through to private market conditions right now.
Okay.
Let me add something here, Alex. Sorry, Alex. Mike Mas. Let me just also add that on balance, this is a very complementary portfolio to Regency. It's very consistent with our strategies on a go-forward basis. The tax basis question that you've asked would be more in consideration of our disposition plans going forward. We like this portfolio a lot, and we like it through the entirety of the portfolio. We look at this as a long-term hold for the company, and therefore, those low tax basis considerations would be less important.
Okay. The second question is, you know, on the, on the local planning. As you guys well know, you know, Fairfield, Westchester, northern Jersey are not for the faint of heart in dealing with the planning, the local zoning committees. In the press release, it says the C-suite is, you know, I guess, leaving, you know, as part of the synergies. How much local knowledge from the legacy Urstadt Biddle team will you guys be retaining as far as... I mean, the communities, as you guys well know, are really tough on approving anything. Obviously, that's key to Urstadt's growth over time. They've been successful in developing and redeveloping their centers. How much of that local knowledge will be retaining, and how much have you guys picked up through your local acquisitions, whether in Fairfield or Ridgefield, et cetera?
Yes. Appreciate the question, Alex. I acknowledge that you don't formally cover us, so perhaps you're not as familiar with Regency. We already have a pretty strong presence in that, in that area and in that market. I can feel my Westport and my New York team, like, listening to this question and getting, like, puffing their chests out. I mean, we feel really good about the team we have. We will need to add people. This is a large portfolio that we're adding, and we will and do expect that we will add some from the Urstadt Biddle team. I feel really good about our ability to execute on this portfolio.
Thank you.
Thank you. Our next question is from Floris van Dijkum with Compass Point. Please proceed with your question.
Hey, congrats, Lisa. I know that, you know, some of your competitors are probably looking enviously at you right now, and it gives you some significant scale in the tri-state area. Pricing obviously, mid-cap rate, you said it's not really indicative of where the private market is. You know, these assets probably would have been, you know, bid 5s about 18 months ago. From that basis, it looks pretty attractive. Urstadt Biddle has some exposure to cannabis tenants. I know that's not something that you guys have done in the past, and I know financing for that can be tricky. How do you look on, you know, operational issues like that?
Is, you know, could that bring a new push into your portfolio that with some pretty high, presumably, sales densities and traffic counts?
Floris, thank you for the question. I appreciate the kind words. We do believe that... Again, I wanna reiterate what Mike said, and I think that you do know this because I know that you live in the area. The quality of this portfolio is really consistent with what we own, and we like that. We do believe that we will have the opportunity to apply our national leasing asset management platform, our scale, our relationship with our tenants to even elevate what is already a great portfolio to higher levels. Does that mean that we're gonna do more with cannabis tenants? I don't know the answer to that today. We do like the portfolio and are really excited about adding it to the Regency portfolio.
Thanks, Lisa.
Thank you. Our next question is from Wes Golladay with Baird. Please proceed with your question.
Hey, good morning, everyone. Congratulations on the deal. Can you give us a little color on the voting structure? Will it be a combined vote for both classes that need to get over 50%?
There will be more in the materials, but the family, as you know, there's two classes of shares. The family did enter into a voting agreement to vote for this transaction with the signing of the agreement.
Okay. That low 7s cap rate you cited, is that a fully loaded mark to market on everything? Any intentions to take out the preferred? That's it.
Hey, Wes. more to come on all the details you've asked with respect to guidance, but just know that we're thinking about this from a cash NOI perspective. That would be the color I would offer on the implied cap rate that Lisa mentioned. It would also be inclusive of our view of property management fees as well. The second part of his question? Preferred, on the preferred, I view that as a feature, not a concern. We were very, again, given the public to public nature of the transaction and our ability to assume the preferred equity, I think, again, was a feature.
We love the low cost of just over 6% long-term capital there with the option, towards the end of next year, with both tranches being fully redeemable at our option. Again, a feature of the deal was the preferred structure.
Can I squeeze one more or two on the Bed Bath & Beyond? Do you happen to have the basis on those assets for the per square foot? Is that a good mark to market opportunity for you?
I would suggest that just like in our own portfolio, we are excited about the opportunity to release Bed Bath & Beyond locations, and Wing, if he were on, would have said the same. We have really good demand. They have really good demand for that space today.
That one did naturally expire.
Thank you.
All right. Thanks, everyone.
Thank you. Our next question is from Ronald Kamdem with Morgan Stanley. Please proceed with your question.
Hey, I just wanna go back to, sort of the upside beyond the $9 million of G&A synergies. If I'm understanding correctly, your view is there's a scenario of getting the shop leasing to 92, even 93. That's one. Maybe can you just comment on the mark to market opportunity of the portfolio, what the opportunity is there too?
Yes. Just bigger picture, higher level, would reiterate that we think this is really consistent with the portfolio that we own. In that regard, we think it's really consistent. The future NOI growth is going to be really consistent with Regency's. As you know, we've been able to increase occupancy and increase commenced occupancy coming out of the pandemic and expect the same here. With regards to, again, the timing and how we're going to be able to harvest that, more to come.
Got it. Just to follow up, is just any quick on the mark to market for the portfolio, is there like a quick, is it 10%, 15%? Any color there?
Nothing, Ron. I'm sorry. More to come at closing, as Lisa mentioned, and as you would expect from Regency. Transparency is a key tenet of ours. At closing, we will have a full, a more fulsome suite of guidance for the balance of this year and hopefully, an outlook into the years to come.
Okay. No worries. If I could just sneak one more in. The centers are a lot smaller than Regency's. You know, I see 70k here, versus sort of what the portfolio that you guys are operating. Can you maybe talk about is that an opportunity? Do you think about merchandising differently? Just trying to get a sense of the difference in, in size here, what that means. Thanks.
No, I mean, again, it's really consistent. Yes, smaller size, but primarily grocery anchored. You've heard us say this too, we are not afraid of shop space. We like shop space, and they do have shop space. We are really excited about applying our tenant relationships and our platform that does exist in that market to really elevating the merchandising even beyond what a great job they've already done.
Thanks so much.
Thank you. Our next question is from Michael Goldsmith with UBS. Please proceed with your question.
Good morning. Thanks a lot for taking my question. Congratulations to all involved. My first question's on you talked a little bit about the diversification that this provides to the portfolio. Is that a reflection of that you wanted to get more into the New York Tri-State area, or a reflection that you wanna diversify away from the Sun Belt or the West? Is there anything kind of specific on from a regional perspective that you're trying to accomplish with this deal?
Not necessarily. I appreciate the question, Michael. It's not necessarily one of an objective. When we think about our company, and I think you know this about us, our strategy is one of national breadth with local expertise. We like all the markets. We operate in most of the major markets across the U.S., and we like all the markets that we operate in. But we are a trade area-focused company, and the quality and demographic attributes of these properties are in trade areas that we like. That comment is simply of the fact that it does reduce on the margin our concentration in California and concentration in Florida and increases in New York. So from that fact, it actually enhances the diversification across the U.S.
Got it. Thanks. As a follow-up, you know, I guess the question is, like, is scale more important now than it, than it has been in the past, just given, you know, rising inflation has pushed some of the G&A costs higher and general cost inflation and so just being able to spread those fixed costs across a wider base becomes more important in the current environment than maybe it has been in the past?
We have believed for quite some time now that scale is important. Believe that was a big benefit of our merger with Equity One. I think, you know, maybe on the margin, it has become more important for many of the reasons that you stated. The ability to increase our free cash flow, so that we can reinvest back into our business, back into our development, redevelopment, platform. The scale benefits, we actually underestimate it with Equity One from a tenant relationship side, and I think that we've really benefit from the fruits of that, and this will only push that a little bit further and allow us to apply this to this portfolio. We do believe that scale is important.
Thank you very much. Congratulations on it.
Thank you.
Thank you. Our next question is from Craig Schmidt with Bank of America. Please proceed with your question.
Thank you. Good morning. Of the 77 properties, are all of them shopping centers? When I look towards the supplemental the last quarter, at Urstadt Biddle, I don't quite get to that high of a number. Is, you know, where are we getting the 77 number? Thanks.
The 77 property count, Craig?
Yeah.
Yeah, 77 properties. That is a property count. It is a largely retail portfolio, Craig Schmidt. It's less than 5%, coming from non-retail income streams. That would include a little bit of multifamily, a little bit of office, a little bit of self-storage, but it's a de minimis component of the portfolio. This is largely a retail open-air shopping center portfolio, largely and consistently with Regency Centers grocery anchored.
Okay, great. Maybe you could talk about the operation efficiencies beyond G&A. You know, what are some of the things that you can achieve efficiencies out of the box?
I'll just again say they've done a nice job. From an operating expense, they've managed their portfolio really well. I don't know that we anticipate much with regards to that from a margin standpoint. Again, more to come upon closing in terms of guidance of how we expect to be able to harvest future growth by applying our expertise, our scale to this portfolio.
Okay, thank you. Good luck.
Thank you, Craig. Appreciate it.
Thank you. Our next question is from Linda Tsai with Jefferies. Please proceed with your question.
Hi. Congratulations. How much overlap is there in the Urstadt Biddle portfolio with Regencies? Would you expect to kind of do more capital recycling in other areas of the country following this transaction?
I'll take the overlap and let Mike handle the capital recycling. If you were to look at Regency's existing portfolio, we are more concentrated, if you will, in Westport, and it's Westport, north into Connecticut. Then also out on Long Island. What Urstadt Biddle will actually add to that, enhance the Connecticut and the metro New York, but also, add more to New Jersey, than what we have today.
With respect to recycling, Linda, I, you know, I go back to the comments I made earlier. The consistency of this portfolio and its how it adds to Regency is, will not change how we think about recycling going forward. You're very in tune with our strategy, which is to continue to opportunistically sell when we, when we think the portfolio needs to maybe even manage risk or lower growth assets. What we see in this portfolio is not changing any of that strategy at Regency. More to come on guidance when we close, but I don't anticipate us changing our disposition guidance in any way. Nothing about this portfolio would take us off of that expectation from a recycling standpoint.
Thank you.
Thanks, Linda.
Thank you. Our next question is from Michael Gorman with BTIG. Please proceed with your question.
Thanks. Good morning. Maybe just quickly, there's obviously been a lot of conversation about operational efficiencies and overlap and things like that. Lisa, when the Equity One transaction happened, I think it was pretty explicit that there were additional kind of value add opportunities. Is there anything as you were looking over the Urstadt Biddle portfolio that kind of stands out as something that could immediately go into the development, redevelopment pipeline from Regency's perspective?
Appreciate the question, Michael. This again is about the quality of the portfolio and the value. The fact that we are able to do a full stock for stock relative value on an accretive basis. I think you've heard me say often, I'll say it. I love to repeat it. We will look at it, whether it's a single asset, whether it's portfolio properties, or in this case, a great company, it's gotta check the boxes. It must be accretive to earnings. That's as we said, will be immediately accretive to earnings, which is a really important box, especially when we're adding great properties that are just like ours. It, again, equal to accretive to quality and growth, which we've been talking about a lot here. It does check that boxes.
It doesn't change our leverage in any significant fashion. This is while Equity One was a lot about increasing our scales, I just talked about, and adding a pipeline of larger redevelopment opportunities, this is really about the opportunity to add a portfolio of high quality, hard to replicate, open air shopping centers at an accretive value.
Great. That's helpful. Thank you.
Thank you.
As a reminder, if you'd like to ask a question, please press star one on your telephone keypad. Our next question is from RJ Milligan with Raymond James. Please proceed with your question.
Hey, RJ, you might be on mute.
RJ, is your line on mute?
Sorry about that, Lisa. Congratulations, and I'm sorry I jumped on a little bit late, did you quantify the expected accretion in year one of the transaction?
We will provide more information upon closing.
Okay. Is there a difference in the CapEx requirements for the Urstadt portfolio, relative to how Regency typically runs in terms of, you know, are there any, you know, older properties that need to be redeveloped or retenanted, and how do you think about the, you know, the impact to the AFFO per share growth over the next several years?
Hey, RJ, good question. More to come from a detail perspective at closing, but I think it is fair to say we've spoken a little bit about today about the lease up opportunity within the portfolio, and with leasing comes leasing capital. So we would plan for a touch more leasing capital, as we stabilize the portfolio, to the levels that we talked about today, especially in the shop area at 93% targeted high end. However, given the relative size of the portfolio, I don't anticipate you would see a material change or a difference to the overall Regency performance.
Okay. That's it for me. Thank you, guys. Thanks.
Thanks, RJ.
Thank you. Our next question is from Michael Mueller with JPMorgan. Please proceed with your question.
Yeah. Hi. Just have a quick one. It looks like they have a handful of unconsolidated JVs. What's the general nature of those? Do they tend to be smaller one-off transactions that, I don't know, eventually may end up being wholly owned at some point?
Hey, Mike. Smaller single asset joint ventures, each of them with, as with Regency, all of them come with a history and a story. So much more to come on whether that turns into an opportunity or an ongoing relationship.
Got it. Okay. Thank you.
Thanks, Mike.
Thank you. Our next question is from Anthony Powell with Barclays. Please proceed with your question.
Hi. Good morning. A question on the grocery anchors. They seem to be more regional, I guess, supermarkets. Is there an opportunity to maybe upscale or upgrade those to specialty grocers over time?
Thanks, appreciate the question. Just like in Regency, the most important thing is how productive they are in their market. Again, I know I sound like a broken record, but I just wanna reiterate that we really like the portfolio and the quality of the portfolio, and that includes the quality of the anchors that are in the shopping centers.
Great. That's it for me. Thank you.
Thank you. Appreciate it..
Thank you. There are no further questions at this time. I'd like to hand the floor back over to Lisa Palmer for any closing comments.
Thanks, Paul, and I do wanna thank everyone again. Really appreciate you hopping on the call on short notice early in the morning. We do look forward. I imagine we will see some of you out in Vegas next week, and then many more of you just a couple of weeks later at Nareit. We appreciate it. Thank you.
This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.