REGENCY RETAIL PARTNERS, L.P. A Core Open-End Retail Fund $500,000,000 August 2006 Eastdil Secured offers securities through Wells Fargo Securities, LLC – Member NASD / SIPC
21762-ab-050406 Disclaimer This presentation does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein. Such offer or solicitation will only be made by means of an offering memorandum and definitive documentation in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended. The offering memorandum (the “Memorandum”), which will be subsequently provided, describes risks related to an investment in Regency Retail Partners, L.P. (the “Fund”) as well as other important information about the Fund and its sponsor. The information contained in this presentation does not purport to be complete and is qualified in its entirety by the information set forth in the Memorandum, including, without limitation, the information in the “Risk Factors and Potential Conflicts of Interest” section of the Memorandum. You should carefully review the Memorandum in its entirety prior to investing in the Fund. An investment in the Fund is speculative and involves substantial risks, including risks related to conflicts of interest and the use of leverage. An investor may lose all or a significant amount of its investment. In addition, each recipient should conduct its own independent investigation and assessment of the contents of this presentation and make such additional inquiries as it deems necessary or appropriate. This presentation does not constitute a part of the Memorandum. The information contained in this presentation is highly confidential. Except as required by law or regulatory requirements, by participating in this presentation, you agree to maintain the confidentiality of the information contained herein and agree that you will not reproduce or distribute such information to any other person or use such information for any purpose other than to evaluate your potential participation in an offering of the securities described herein. There can be no assurance that the targeted returns, results, diversification, capitalization or asset allocations will be met or that the Fund will be able to implement its investment strategy and investment approach or achieve its investment objective. Actual returns on investments will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, legal and contractual restrictions on transfer that may limit liquidity, fees and any related transaction costs and the timing and manner of sale. It is anticipated that there will be no secondary market for the interests in the Fund and, in the event an investor is unable to redeem its investment, the interests will be illiquid. Statements contained in this presentation that are not historical facts are based on current expectations, estimates, projections, opinions and beliefs of the general partner of the Fund. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Additionally, this presentation contains “forward-looking statements.” Actual events or results or the actual performance of the Fund may differ materially from those reflected or contemplated in such forward-looking statements. Certain economic and market information contained herein has been obtained from published sources prepared by third parties and in certain cases has not been updated through the date hereof. While such sources are believed to be reliable, neither the Fund, its general partner, advisors, including Macquarie Capital Partners LLC and Macquarie Capital Partners Limited (“MCP”), and Eastdil Secured LLC (“ESL”), nor their respective affiliates nor employees assume any responsibility for the accuracy or completeness of such information. Unless stated otherwise, all information in this presentation is as of June 30, 2006, and all Regency portfolio statistics reflect Regency wholly-owned properties and 100% of joint venture properties. MCP and ESL are authorized and regulated by the Financial Services Authority (“FSA”). 2
Investment Highlights OPEN-END PROPERTY INVESTMENT FUND SPONSORED BY REGENCY CENTERS Premium Quality Retail Product Investment Offering High quality stabilized community shopping centers Targeting $500 million of total equity ($1.25 billion of total buying power National / major regional tenant mix including Regency’s 20% co-investment) Dominant anchor retailers comprise approximately 80% of total sf Targeting 6.0% average cash yield and 9.0%+ net IRR to investors Targeting mix of dense infill and high population growth locations Properties contributed upon stabilization at then current fair market value (as determined by third party appraisal) Trade area income levels above market average Liquidity via open-end structure High traffic retail locations Alignment of interests – incentive-based structure and Regency co- investment Regency Sponsorship Initial closing projected to occur in November 2006 Leading national owner, operator and developer of shopping centers One of the largest REITs in the U.S. retail sector with approximately $7.6 billion in real estate assets under management1 High Quality Portfolio Strong tenant relationships – Premier Customer Initiative (“PCI”) leads to higher Creates Stable Cash Flows retention, occupancy and rent growth Demonstrated joint venture track record (18.3% net unrealized IRR on approximately $1.0 billion of invested equity)2 Talented 20% co-investment from Regency Management Visible Team Exclusive Attractive, Visible Investment Pipeline Open Alignment Pipeline End of Interests Provides Exclusive access to Regency’s community shopping center development Structure pipeline Clarity in Provides Capital Over $900 million of new development projected to be stabilized and acquired over the next three years at fair market value (as determined by third party Liquidity Deployment appraisal) Immediate deployment of capital – four assets totaling 826,000 sf of owned GLA to seed the Fund in the first two investment quarters1 Per Q2 2006 supplement. Reflects gross real estate investments at cost, including construction-in-progress.2 3 Equity invested includes Regency co-investment. Refer to page 8 for more information on Regency’s joint venture track record. Prior performance of Regency and its joint ventures is not indicative of future results of the Fund.
Immediate Capital Deployment FOUR PROPERTY SEED ASSET PORTFOLIOClovis Commons – Fresno, CA183,247 sf owned GLA Indian Springs – Cincinnati, OH(Target), TJ Maxx, PetSmart, Office Depot 146,458 sf owned GLA (Wal-Mart Supercenter), (Kohl’s), HH Gregg 826,000 sf of owned GLA 11-year average lease term (calculated on tenants in-place as of the projected contribution Falcon Ridge – San Bernardino County, CA date) 302,043 sf owned GLA (Target), Linens N’ Things, Ross, Stater Bros. 85% of projected rental income from national or major regional tenants 107,000 average 3-mile population and $64,000 average 3-mile household Vista Village – San Diego, CA income 194,507 sf owned GLA Krikorian Theaters, Linens N’ Things, Sprouts Initial Portfolio Assets 4 Note: Tenants in parentheses reflect retailer-owned stores. Not all anchor tenants are listed. Information is subject to final lease-up.
Visible Investment Pipeline 2007-2009 IDENTIFIED DEVELOPMENT PIPELINE ASSETS Identified Development Pipeline AssetsIdentified Development Pipeline Property Table Projected Capital Deployment2 100% PROJ. 90% CENTER MARKET OWNED GLA ANCHORS STABL. DATE 77% Orchards Market Center Portland, WA 165,762 Sportsmans Warehouse, Petco, Office Depot 2Q07 80% 73% Silver Spring Harrisburg, PA 347,707 (Target), Wegmans, Ross, Office Max, Best Buy 3Q07 70% Cumulative Capital Deployed Culpeper Colonnade Washington DC 203,972 (Target), Ross, PetSmart, Michaels, Staples 3Q07 Pleasanton Gateway Alameda County, CA 158,721 Home Depot, Longs 1Q08 60% Indio-Jackson Palm Springs, CA 372,416 (Home Depot), (Winco), CVS, Staples, Best Buy 2Q08 Commons at French Valley Riverside County, CA 359,933 (Super Target), Lowes, TJ Maxx, PetSmart, Staples 2Q08 50% Indio-Monroe Palm Springs, CA 182,150 (Wal-Mart Supercenter), (Lowes), Circuit City, PetSmart 2Q08 40% Wadsworth Crossing Akron, OH 150,061 (Target), (Lowes), (Kohls), Bed Bath & Beyond 2Q08 31% East Washington Place Sonoma County, CA 149,862 (Target), Circuit City, Borders, Cost Plus 2Q08 30% DiManto Alameda County, CA 457,729 (Target), Whole Foods, Home Depot 4Q08 17% 20% Yucaipa San Bernadino County, CA 275,621 (Super Target), (Costco), Best Buy, PetSmart, Michaels 4Q08 Woodlands West Houston, TX 190,533 (Target), Ross, TJ Maxx, PetSmart, Office Depot 3Q09 10% TOTAL 3,014,467 0% Seed Assets 2007 Development 2008 Development 2009 Development Pipeline Pipeline Pipeline 1 Tenants in parentheses reflect retailer-owned stores. Not all anchor tenants are listed. Information is subject to final lease-up. 2 Projected capital deployment by owned GLA, assuming a targeted initial equity offering of $500 million. The remaining 23% of capital reflects additional to be identified Regency development 5 properties and/or third party acquisitions.
Regency Overview Leading national owner, operator and developer of grocery anchored and community shopping centers One of the largest REITs in the U.S. retail sector with approximately $7.6 billion in real estate assets under management1 390 centers totaling 51 million sf in 37 of the top 50 MSAs Market-leading operating expertise – since 2000, 3.0% average annual same store NOI growth, 75% average tenant retention and 95% average occupancy Fully integrated development platform – nearly $1.2 billion in centers completed since 2000 Excellent investment management track record demonstrated in Company headquarters three joint ventures with major institutional investors (18.3% net Regional office locations unrealized IRR)2 Note: Figures reflect number of properties in each state. Same Store Portfolio NOI & Rent Growth Occupancy 14.0% 100.0% 12.0% 98.0% 10.0% 8.0% 96.0% 6.0% 94.0% 4.0% 92.0% 2.0% 0.0% 90.0% 2000 2001 2002 2003 2004 2005 2Q 2006 SS NOI Growth SS Rent Growth 3 Occupancy1 Per Q2 2006 supplement. Reflects gross real estate investments at cost, including construction-in-progress.2 Refer to page 8 for more information on Regency’s joint venture track record. Prior performance of Regency and its joint ventures is not indicative of future results of the Fund. 63 Reflects growth in rents on leases which rolled over during the year – from expiring lease rent to new lease rent.
Strong Tenant RelationshipsPREMIER CUSTOMER INITIATIVE (“PCI”)Partnering with “best in class” national retailers and operators to strengthen appeal to tenants and consumers and create highquality, high traffic centers… High quality tenants PCI Anchors PCI Shops National retailers Ability to offer multiple locations Expedited leasing process Uniform leasing documents Enhanced stability of cash flows…results in higher rent growth and higher renewal rates:Rent Growth1,2 Renewal Rates120% 90%18% 85%16% 80%14%12% 75%10% 70% 8% 65% 6% 60% 4% 2% 55% 0% 50% 2003 2004 2005 2Q 06 2003 2004 2005 2Q 06 PCI Non-PCI PCI Non-PCI 1 Based on Regency’s overall portfolio. 2 7 Reflects growth in rents on leases which rolled over during the year – from expiring lease rent to new lease rent.
Regency Track Record Top performance in same store NOI growth… …as well as portfolio occupancy…SS NOI Growth Occupancy 4.0% 97.0% 3.5% 96.0% 3.0% 2.5% 95.0% 2.0% 94.0% 1.5% 93.0% 1.0% 0.5% 92.0% 0.0% 91.0% 1999 2000 2001 2002 2003 2004 2005 1999 2000 2001 2002 2003 2004 2005 Regency Retail REIT Average Regency Retail REIT Average Source: Green Street Advisors, company filings, press releases. …and Regency’s investment management platform has delivered strong returns on core assets Regency Investment Management Track Record1 Property/Portfolio Info2 Unrealized Net IRR5,6 Formation No. Avg. Total Invested Partnership Date Props. GLA (000s) % Leased Leverage3 Equity4 Leveraged7 Unleveraged8 Venture A Dec-00 20 3,277 95.0% 35.0% $396.3 15.9% 14.0% Venture B Jun-01 59 5,850 95.9% 51.5% $528.1 21.3% 14.7% Venture C Dec-04 6 688 96.1% 50.9% $72.3 17.1% 12.0% Total / Wtd. Avg. 85 9,816 95.6% 44.9% $996.7 18.3% 14.3% Note: Prior performance of Regency and its joint ventures is not indicative of future results of the Fund. The ultimate returns realized by the Fund will depend on numerous factors, which are subject to uncertainty. Accordingly, there can be no assurance that the Fund will achieve results that are comparable to those described above. 1 Analysis excludes properties acquired within the past 12 months (107 properties totaling 13.2M sf of GLA) as well as properties currently undergoing repositioning (2 properties totaling 0.7M sf of GLA). 2 Includes 14 properties totaling 1.1M sf of GLA which have been sold. Leasing status as of June 30, 2006 does not include disposed properties. 3 Reflects average debt to total undepreciated capitalized cost from venture formation. 4 Reflects gross amount of invested equity (including Regencys co-investment) from venture formation. 5 Unrealized IRR assumes unrealized proceeds to investors net of estimated transaction costs based on an assumed sale at latest appraised value (either internal or third party) as of June 30, 2006. IRR is calculated based on actual cash disbursement dates and an assumed portfolio liquidation date of June 30, 2006. This calculation does include Venture As realized sale of 6 properties totaling 1.1M sf of GLA and Venture Bs sale of 9 properties totaling 0.9M sf of GLA. 6 Unleveraged IRR represents the compounded internal rates of return on an unleveraged basis, net of fees, excluding projected Regency incentive payment. 8 7 Net Leveraged IRR represents the compounded internal rates of return to investors on a leveraged basis, net of fees, including projected Regency incentive payment.
Summary of TermsFund Regency Retail Partners, L.P.Initial Offering Size $500 M total equity ($400 M of third party equity, $100 M of Regency co-investment)Regency Co-Investment 20% minimumInvestment Strategy To acquire, operate and manage high quality stabilized community shopping centers in the U.S.Exclusivity Exclusive access to Regency’s development pipeline of community shopping centers which have at least 250,000 sf with no grocer or at least 300,000 sf with a grocer (subject to certain limited exceptions). Assets contributed upon stabilization at fair market value as determined by a third party appraisalInvestment Period 3 years (for the Initial Offering)Target Investor Returns 6.0% average distributable cash yield and 9.0%+ net leveraged IRRSeed Portfolio 826,000 sf of owned GLA in recently developed, stabilized community shopping centers to be contributed in 4Q 2006 and 1Q 2007Term Infinite-life open-end fund, with clearly defined liquidity mechanismRedemption Feature Quarterly redemptions out of liquid assets at NAV following second anniversary of Initial ClosingLeverage 50%-60% target portfolio loan to valueAsset Management Fee Based on total investor equity commitment (calculated quarterly based on invested equity): 0.85% ($200 M or greater); 1.00% ($100 M to $200 M); 1.15% ($50 M to $100 M); 1.25% (up to $50 M)Incentive Performance Payment 15% incentive payment to Regency over a 9% net investor IRR (calculated for and payable by each investor every 3 years based upon NAV)Initial Closing November 2006 9