Thank you for the opportunity to participate in this Request for Proposal for the development of a portion of the Market Place District in the Audubon. Opportunities like this one to engage with you on a project matter to us – not simply because it represents a potential deal, but because it allows us an opportunity create a destination that becomes part of the fabric of a community.
As we have conversed with your team throughout the process, it has been clear that your ideal development partner is not just any technically capable retail developer, but rather a long term partner who understands your vision for Audubon; one who treats each decision as an investment in the long term value of the community and not just their own piece of the pie. What differentiates our platform and our team from the rest is our long term mindset. Since 1963, Regency Centers has been developing or re developing retail. Development is in our DNA as a company, and we take pride in building relationships with our partners: the landowners, the retailers, and the broader community.
Our team is built for this kind of partnership with Sam Yager Inc. and Audubon Magnolia Development. We are nimble enough to adapt quickly, experienced enough to navigate complexity, and as we fund projects from our own balance sheet, we stay engaged from the first sketch through tenant openings and beyond into operations.
We hope that what stands out most from our dialogue and our enclosed response is our philosophy on development. We view development as a collaborative act and feel we are at our best when we stand shoulder to shoulder with our partners. Challenges are shared problems, and wins are shared successes. We would be honored to be selected as your partner on developing a small (but important) piece of the Audubon community and are confident that together we can deliver something distinctive, resilient and enduring.
Thank you again for considering our team for this opportunity. We look forward to discussing our proposal with you further to explore how we can help add to the fabric of this community.
Warm Regards,
Abe Pacetti
Senior Vice President, Investments
Regency Centers
713 599 3502
AbePacetti@RegencyCenters.com
Jeffrey Reed Senior Manager, Investments
Regency Centers
713 599 352 1
JeffReed@RegencyCenters.com
Company Information
Company Profile
Regency Centers is a pre eminent national owner, operator and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics, formats and locations. Regency owns over 480 properties across the United States and has a market capitalization of approximately $18 billion. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers and best in class retailers that connect to their neighborhoods, communities and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self‑administered, self‑managed and a member of the Standard & Poor’s (S&P) 500 Index.
Information on Firm Principals / Personnel
KEY PERSONNEL INVESTMENTS
Abe Pacetti - Senior Vice President, Investments
AbePacetti@RegencyCenters.com | 713 599 3502
Abe is responsible for identifying, evaluating, and structuring profitable retail development opportunities throughout Texas.
Since joining Regency in 1997, Abe has held several managerial roles in property management, leasing, and investments. Before assuming his current role, he served as Senior Manager of Investments, overseeing profitable retail development opportunities in southeast Texas.
During his 16 year commercial real estate career, Abe has led or assisted with the development and redevelopment of more than 13 retail projects, totaling 1,931,268 SF
Abe earned a Bachelor of Science in business administration from the Warrington College of Business Administration at the University of Florida with a dual emphasis on finance and real estate. He is a licensed real estate salesman and a CCIM candidate.
Jeffrey Reed - Senior Manager, Investments
JeffReed@RegencyCenters.com | 713 599 3521
Jeff is responsible for the daily advancement and sourcing of development and redevelopment projects in Texas. Prior to joining Regency, Jeff was the Director of the Financial Consulting Group at a multinational brokerage firm, responsible for financial analysis and due diligence pertaining to the acquisition, disposition, development and leasing of office, retail and industrial assets.
Jeff earned a Bachelor of Arts degree from the University of North Texas with specializations in Business, Political Science and U.S. History. He is a licensed real estate salesman in Texas and holds a LEED Green Associate designation.
Lauren Bottonari SVP, Senior Market Officer
Jon Beer Senior Project Manager
Reynolds Senior Leasing Agent
Griffin Associate Project Manager
Kane
Rip
Hannah Permen Leasing Representative
Centers Executive
Nick Wibbenmeyer West Region President and Chief Investment Officer
Lisa Palmer President and Chief Executive Officer
Alan Roth East Region President and Chief Operating Officer
Mike Mas E xecutive Vice President, Chief Financial Officer
Company Principals
Conway Managing Director, Operations
Years of Experience
Regency Centers began in 1963 with one property from one determined husband and wife team in Jacksonville, Florida. Their efforts brought the first regional shopping mall to the southeast.
Their values laid the foundation for a company that now owns over 480 properties in major markets nationwide.
National –63 Years
(Founded in 1963)
Texas –Operating 20+ years
Mehigan Managing Director, Investments
Regency
Committee (left to right):
Patrick
John
Mission, Vision and Values
Our Mission Regency Centers creates thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities.
Our Vision
To elevate quality of life as an integral thread in the fabric of our communities.
Our Values
WE ARE OUR PEOPLE.
Our people are our greatest asset, and we believe that our highly skilled and talented team makes us better.
WE ARE RESPONSIBLE.
Our duty is to balance purpose and profit, being good stewards of capital and the environment for the benefit of all our stakeholders.
WE DO WHAT IS RIGHT.
We believe in acting with unwavering standards of honesty and integrity.
WE CONNECT WITH OUR COMMUNITIES.
We promote philanthropic ideals and strive for the betterment of our neighborhoods by giving our time and financial support.
WE STRIVE FOR EXCELLENCE.
When we are passionate about what we do, it is reflected in our performance.
Operating & Investment Philosophy
WE ARE BETTER TOGETHER. When we listen to each other and our customers, we will succeed together.
Our operating and investment strategy is rooted in disciplined capital allocation, long‑term value creation, and community‑focused placemaking. This philosophy has guided Regency’s sustained NOI growth, sector‑leading balance sheet strength, and consistent investment performance over multiple cycles.
Long-Term Investment & Ownership Strategy
Regency’s investment posture is fundamentally long‑term. As a self‑administered and self‑managed REIT, the company’s governance, incentive structure, and capital planning are aligned toward steady compounding of asset value and recurring cash flow rather than short‑term monetization. Our portfolio is built around essential‑needs, grocer‑anchored centers that generate durable, predictable cash flows across market cycles an asset profile that supports long‑duration ownership.
While Regency remains opportunistic in evaluating partial or full asset exits, dispositions are not tied to stabilization milestones or minimum return thresholds. Instead, the company pursues selective divestment only when market conditions, performance variance, or strategic rebalancing create a clearly advantageous, risk‑adjusted outcome. This approach is supported by our fortress balance sheet, A‑rated credit profile, and conservative leverage targets, which reduce pressure to recycle capital quickly.
Capital Allocation Discipline & Performance Benchmarks
Regency’s capital strategy emphasizes balance sheet strength, return‑oriented deployment, and measured growth. The company maintains A3/A‑ credit ratings and approximately 5.1× leverage, enabling access to substantial liquidity (including a $1.5B credit facility) without reliance on equity issuance.
The development and redevelopment pipeline remains a significant driver of long‑term value. Regency deployed more than $825 million of capital in 2025, including meaningful contributions to both acquisitions and ground‑up development. Future starts total near $1B, with anticipated project‑level returns in excess of 7%.
Regency evaluates investments using multi‑year return expectations, with a focus on stabilized yields, total return compounding, sustainable cash flow growth, and NAV accretion rather than short‑term IRR maximization.
Development Philosophy & Sequencing
Regency is one of the most active developers of grocery‑anchored retail in the U.S., with approximately $1B in development and redevelopment starts targeted over the next three years. Our local‑market, embedded development teams source off‑market opportunities and plan projects that reflect community needs, demographic demand, and the dynamics of each trade area.
Key pillars of our development approach include:
Grocery-Anchored by Design:
Over 80% of the portfolio is anchored by high‑performing grocers such as Whole Foods, HEB, Publix, Safeway, Albertsons, Kroger, and Trader Joe’s – driving daily traffic and long‑term stability.
Placemaking & Fresh Look® Design:
Developments prioritize community integration, aesthetic durability, and human‑scale gathering places that reinforce tenant performance and long‑term value.
Phased, RiskManaged Sequencing:
Regency typically sequences development to align tenant commitments, infrastructure delivery, and capital pacing. Initial phases focus on essential‑needs anchors and high‑impact placemaking components, followed by complementary retail, service, and dining uses.
National Scale, Local Expertise:
More than 480 centers across the U.S. provide data‑rich insights and local operational knowledge that guide site plan, merchandising, and construction sequencing.
The Market at Springwoods Village | Spring, TX
East San Marco | Jacksonville, FL
Operating Strategy Post‑Delivery
Once delivered, Regency’s operating strategy emphasizes:
Cash flow stability through essential‑retail tenancy and diversified service, food & beverage, and health & wellness categories.
Operating Strategy
Post- Delivery
Communityresponsive management, including localized leasing, experiential programming, and adaptive reuse opportunities
Long-term asset stewardship to maximize NOI growth, tenant sales productivity, and center relevance over decades.
This model contributes to Regency’s durable competitive moat and historically strong total shareholder returns.
Exit Strategy Philosophy
Regency is principally a long‑term holder of high‑quality retail real estate. Exits are executed selectively and opportunistically when:
• A center reaches optimal value relative to long term forecasts
• Portfolio rebalancing or capital recycling enhances strategic allocation
However, Regency does not operate a merchant‑build or short‑term stabilization‑and‑exit model; capital decisions prioritize multi‑cycle value creation, predictable income, and long‑term community positioning.
Breadth of Commercial Real Estate Experience
Ground-Up Development is a Key Differentiator
Regency is one of the only national developers that can successfully fund and execute on high quality, grocery anchored shopping center development projects today
• The cornerstones of our competitive advantage in development include:
‑ Tenant relationships with top grocers, retailers, and landowners
‑ Access to capital, including ample free cash flow and additional funding capacity
‑ Proven capabilities with experienced teams in target trade areas across the U.S.
• We’ve remained committed to the development business through cycles
‑ We target ~$1B of development/redevelopment starts over the next 3 years, self funded with levered free cash flow
– Deep pipeline of opportunities, partnering with best in class grocers
We remain cognizant of our cost of capital as we evaluate project yields
• We significantly de-risk projects in advance through pre-leasing, entitlements, and bids for the majority of costs
Jordan Ranch Market | Katy, TX
The Shops at Stone Bridge | Cheshire, CT
Developments & Redevelopments Starts & Pipeline
Regency has started more than $800M of projects over the last 3 years (2023 2025)
As of Q4 2025, the in process development and redevelopment project pipeline totaled approximately $597M of total project costs at ~9% estimated stabilized yields (1)
Development & Redevelopment Starts
Nationwide Re/Development
Regency has ~$597 million of ground up development and redevelopments projects currently in process in top trade areas around the country
Partnership With Leading National Grocers
Regency has deep relationships with best in class national grocers and has a long history of successful development of grocery anchored projects.
Recently Completed
Baybrook East Houston, TX
Shops at Stone Bridge Cheshire, CT
Jordan Ranch Houston, TX
Circle Marina Shops & Marketplace Cheshire, CT
Cambridge Square Atlanta, GA
Anastasia Plaza Jacksonville, FL
Lone Tree Village Denver, CO
Bloom on Third Los Angeles, CA
The Village at Seven Pines Jacksonville, FL
Ellis Village Center San Francisco, CA
Oakley Shops Bay Area, CA
Oak Valley Village Los Angeles, CA
Shops at SunVet Long Island, NY
West Chester Cincinnati, OH
East San Marco | Jacksonville, FL Publix Anchor Opening
Representative Projects
Baybrook East
Baybrook East
Webster, TX • 166,057 SF
Baybrook East is a horizontal mixed‑use project delivered in partnership with Coventry Development Corporation. Regency Centers is developing the nearly 200,000‑square‑foot retail component anchored by a 105,000‑square‑foot H‑E‑B, while OHT Partners led the multifamily development. The project is structured as a multi‑phase buildout to thoughtfully manage demand and support long‑term growth.
CenterSize:
The Market at Springwoods Village
Spring, TX • 167,199 SF
The Market at Springwoods Village is a vibrant, open air shopping destination nestled within a thriving master planned mixed use community in Spring, Texas. Anchored by a Kroger Marketplace, this 170,000 square foot center features a curated mix of national, regional, and local retailers and dining options — all just steps from ExxonMobil’s corporate campus and Southwestern Energy’s headquarters. With walkable pathways, lush green spaces, and vibrant outdoor gathering areas, the center embodies the live, work, play spirit of one of Houston’s fastest growing communities.
Jordan Ranch Market
Jordan Ranch Market
Katy, TX • 159,278 SF
Jordan Ranch Market is a nearly 160,000‑square‑foot neighborhood center developed in partnership with Johnson Development within their 1,350‑acre master‑planned community in Fulshear, Texas. Anchored by H‑E‑B, the project delivers a high‑quality retail experience designed to meet the needs of current and future residents. The center plays a foundational role in the community’s long‑term growth strategy by providing convenient access to everyday retail and services.
The Village at Riverstone
Sugar Land, TX • 165,079 SF
The Village at Riverstone
The Village at Riverstone is a vibrant retail center located at the intersection of University Boulevard and L.J. Parkway in Sugar Land, Texas, anchored by a Kroger Marketplace and strategically positioned to serve Riverstone — the fastest growing master planned community in Houston, with an average home sales price of nearly $600,000. Spanning 165,000 square feet, the center features a curated lineup of best in class national and regional retailers, including Raising Cane’s, Orange Theory Fitness, and CVS Pharmacy. The Village at Riverstone serves as the retail centerpiece of the community while drawing shoppers from well beyond the typical trade area.
1 of 1
HannahPermen@regencycenters.com
Village at La Floresta
Brea, CA • 86,969 SF
Village at La Floresta serves as the retail heart of the master‑planned La Floresta community in Brea, California. Delivered by Regency’s in‑house development team in collaboration with a network of architects, designers, and contractors, the center blends retail, dining, and community amenities into a cohesive environment that enhances the overall neighborhood experience.
VillageAtLaFloresta.com
Video
Demographic Analysis
Hwy 249 & FM 1488 | Magnolia, TX
18% Magnolia Annual Growth Rate
Sales Gap Analysis by Placer.ai
Prelim Site Assessment
Site Plan and Renderings
Prelim Site Assessment Site Plan and Renderings
Prelim Site Assessment
Site Plan and Renderings
Prelim Site Assessment
Site Plan and Renderings
Joint Venture Terms
Overview of Proposed Joint Venture
We are pleased to share with you the below joint venture terms (the “JV Terms”) requested pursuant to the Request for Proposal which set forth the principal terms and conditions, by which Regency Centers Acquisitions, LLC, a Florida limited liability company (“Regency”) would enter into a joint venture agreement (the “JV Agreement”) with Audubon Magnolia Development, LLC, a Texas limited liability company (“AMD”) to develop a portion of the approximately 85.50 acre tract of land identified on the following Land Plan (the “Property”) as a Class A, grocery anchored retail shopping center (the “Project”). Except as may be expressly set forth in the following JV Terms, nothing contained herein shall be binding upon either of the Parties, and neither Party shall have any legal obligations to the other pursuant to these JV Terms.
Property Identification / Land Plan
Use Designations
The tract is designated for the development of a Class A, grocery anchored retail shopping center, consistent with the Audubon land plan and the Business Venture objectives. The project is anticipated to include a high quality grocer as the primary anchor tenant, complemented by a mix of ancillary retail uses that will be mutually agreed upon by Regency and AMD during the Review Period. Such ancillary uses may include, but are not limited to, restaurant, quick service restaurant (QSR), service oriented retail, and other neighborhood serving uses that enhance tenant mix, traffic generation, and long term value. The Development Synopsis, summarized in the chart below and depicted on the Site Plan, outlines the designated land area for each respective lot within the retail center. Each lot has been programmed to support the overall merchandising strategy and circulation plan for the project while maintaining flexibility to adapt to evolving market demand. Lot 16, due to its configuration and location within the Site Plan, is currently included within Tract 1A of the Business Venture. However, no specific vertical development is presently programmed for Lot 16. The parcel is being preserved to maintain optionality for future expansion, reconfiguration, or complementary uses as the center stabilizes and market conditions warrant.
Development Synopsis
PROPOSED MILL RUN DRIVE
DRILL SITE
PROPOSED DETENTION 1
PROPOSED DETENTION 2
S.F. 3.17 AC.
S.F. 3.53 AC.
S.F. 3.67 AC.
S.F. 3.85 AC.
PROPOSED DETENTION 3 74,287 S.F. 1.71 AC.
PROPOSED DETENTION 4 46,683 S.F. 1.07 AC.
(1) Building areas on the development synopsis differ from Regency standard underwriting which allocates 3,500 SF to all ground lease pads until the actual tenant is programmed and square footage know per a lease agreement.
(2) All measurements and calculations are approximate.
Land Contribution Schedule
The proposed Business Venture is planned as a single‑phase development, with the Site Plan and development program intentionally structured to provide flexibility in building placement, sequencing, and tenant delivery. Construction activity may be staggered within the phase, as appropriate, in response to pre‑leasing activity, tenant‑specific opening restrictions (including required blackout periods), and market conditions, in order to support absorption and leasing momentum while avoiding an oversupply of retail space.
The Drill Site tract and Mill Run Drive are expressly excluded from the proposed Business Venture and are not contemplated as part of the land contribution. AMD shall be responsible for the construction of Mill Run Drive in accordance with the closing contingencies chart set forth below. Detailed area calculations (expressed in both acres and square feet), together with indicative contribution timing for the Project, are provided within this Joint Venture Terms section.
Closing Contingencies
Tract 1A
Tract 1B, 2A, 2B, 2C
Contribution Value
Governance Structure of Business Venture
The Business Venture will be structured as a Delaware limited liability company (the “Company”) formed by Regency Centers Acquisitions, LLC, a Florida limited liability company (or its designated affiliate) (“Regency”), and Audubon Magnolia Development, LLC, a Texas limited liability company (“AMD”). The limited liability company structure provides flexibility with respect to governance, tax treatment, and financing, and is widely accepted by institutional lenders and equity participants.
A Delaware limited liability company is selected to adhere to Regency’s standard operating procedure for joint ventures due to its flexibility with respect to governance, taxation, and financing.
Managing Member
Regency shall serve as the Managing Member of the Company (the “Managing Member”) and shall have day‑to‑day authority over the development, leasing, and operation of the Project, subject to the approval rights and major decision provisions summarized below.
Scope of Managing Member Responsibilities
As Managing Member, Regency shall be responsible for, or shall oversee through qualified third parties, the following activities with respect to the Project:
• Development Management (including all due diligence, design, entitlements, compliance and construction)
• Leasing and Merchandising
• Property and Asset Management
• Accounting and Financial Reporting
Major Decisions
Notwithstanding the authority of the Managing Member to conduct day‑to‑day operations, the following “Major Decisions” shall require the approval of both Regency and AMD (or such greater approval threshold as may be agreed upon in the definitive joint venture agreement):
• Entering into, modifying, or refinancing any loan or other material indebtedness secured by the Project
• Filing for bankruptcy, insolvency, or similar proceedings, or consenting to the appointment of a receiver
• Any sale of all or substantially all of the Project, or any purchase or sale of a material portion of the Project outside the ordinary course of business
• Admission of new members or transfer of membership interests, other than permitted transfers
• Any material amendment to the approved development program, business plan, or budget that results in a change to the approved use designations or phasing for any parcel within the Project
• Engaging in or exercising any buy‑sell, forced sale, or similar ownership reallocation mechanism
Review Period
• Initial Review Period: 365 days
• Extension Options: Two (2), six (6) month Options
Earnest Money
• Initial Review Period: $150,000*
• Extension Option(s): $75,000* each
*Earnest Money shall become non refundable upon the expiration of the associated period for which it was deposited.
Proposed Capitalization of the Business Venture
At Closing, AMD will contribute the Property to the Company and will receive invested capital credit equal to the agreed contribution value of the land. Regency will contribute all additional invested capital required for the development and construction of the Project, as reflected in the Project Pro Forma. The Business Venture is structured on an all‑equity basis, and no third‑party, property‑level debt is contemplated as necessary.
During the Review Period, Regency will fund all pre‑development costs, including due diligence, design, and related soft costs. These expenditures will be treated as invested capital contributed by Regency and credited as such at Closing.
Company Interest Percentage
Each Member’s Company Interest Percentage will be calculated based on the pro rata share of its contribution to the Total Project Costs for the project. These ownership percentages will be used to allocate economic interests and governance rights, subject to the Preferred Return and promoted interest structure described elsewhere in this proposal.
Illustrative Example:
If AMD’s contributed land interest is agreed to have a Contribution Value of $10,000,000, and Total Project Costs are estimated at $50,000,000, AMD’s expected pro rata share of TPC—and corresponding Company Interest Percentage—would be 25%, and Regency’s Company Interest Percentage would be 75%.
This approach is intended to provide transparency and alignment between the parties by tying ownership interests directly to relative economic contributions while allowing final percentages to be calibrated once the Project scope and budget are fully validated.
Based on the current conceptual pro forma, AMD’s interest in the company is estimated to be approximately 17.5%, and Regency’s interest is estimated to be approximately 82.5%
Preferred Return
Both AMD and Regency shall earn interest on their invested capital or contribution at Regency’s then current cost of capital, currently estimated to be 5.20%. Such interest shall accrue from the date of contribution until the date which is the last day of the first calendar month where Net Cash Flow exceeds the Preferred Return.
Promote Structure
The Promote will be triggered by a sale or refinancing of the Project, or when a buyout of a Member in the Company occurs. After the Members have received (i) payback of their invested capital, and (ii) their preferred return on contributed equity, then twenty five percent (25%) of all distributable funds in excess of such return shall be allocated to Regency as a promoted interest, with the remaining seventy five percent (75%) distributed to the Members in accordance with their respective ownership interests.
Fees
Regency Centers shall be responsible for leasing and management of the property, and shall be paid a market rate fee for providing such services equal to:
• Management Fee: 4.0% of Gross Income
• Leasing Commission: 2.0% of the contracted rents for the first ten (10) years, exclusive of any anchor tenant that exceeds 80,000 square feet
Additionally, during the construction of the project, the following fees will be assessed:
• A Marketing Fee paid to Regency not to exceed $50,000
• As Development Fee payable as follows:
Buyout
Regency shall have the right, but not the obligation, to purchase AMD’s interests in the company on or after the 5 year anniversary of Closing.
Estimated Conceptual Budget
The Market at Springwoods Village | Spring, TX Grand Opening
Annual Cash Flow Forecast
Partnership Cash Flow
Rollback Tax Analysis
Estimated Ad Valorem Tax Value Forecast
The ad valorem tax analysis included herein reflects general projections only and is provided subject to the criteria and limitations set forth in Exhibit 3. Such estimates are based on preliminary assumptions regarding assessed values, improvement timing, and applicable tax rates, all of which are inherently uncertain and subject to change. These estimates do not guaranty future assessed values or tax revenues, and neither Regency nor the Business Venture shall have any liability for variances from projected amounts. Given the annual nature of ad valorem tax assessments and payments, only an annual cash flow has been provided. The Business Venture may elect to retain a third‑party tax consultant to prepare or validate ad valorem tax forecasts.
*Reflects estimated taxes upon completion of construction and occupancy by the tenant/end user.
Estimated Sales Tax Revenue Forecast
These sales tax estimates included herein are general projections only and are provided for general informational purposes. No warranty or guaranty is made with regards to the accuracy of such information. Such estimates are based on Regency’s experience with comparable retail projects and certain market assumptions, all of which are subject to change.
Neither Regency nor the Business Venture shall have any liability for variances from projected amounts. The Business Venture may elect to retain a third‑party consultant to prepare or validate sales tax forecasts, the cost of which is included in the Pro Forma.
WE ARE REGENCY
Regency Centers creates thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities.
