Item 1.01 Entry into a Material Definitive Agreement.
On April 8, 2009, Equity One, Inc., a Maryland corporation (the "Company"), entered into a common stock purchase agreement (the "Common Stock Purchase Agreement") with MGN America, LLC ("MGN"), an entity affiliated with the Company's largest stockholder, Gazit-Globe, Ltd., and which may be deemed to be controlled by Chaim Katzman, the chairman of the Company's board of directors, to purchase 2,450,000 shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), at a price of $14.30 per share. The closing of the transaction (the "Concurrent Sale") is conditioned upon the substantially simultaneous consummation of the public offering of the Company's Common Stock described below.
Concurrently with the execution of the Common Stock Purchase Agreement, the Company and MGN entered into a registration rights agreement (the "Registration Rights Agreement"). The Registration Rights Agreement provides that at any time beginning six months after the consummation of the Concurrent Sale, and subject to certain limitations, MGN can request that the Company file up to two registration statements registering all or a portion of its registrable shares. The Registration Rights Agreement also provides customary "piggyback" registration rights pursuant to which MGN may include its shares in certain registration statements filed by the Company. The Company is required to pay all fees and expenses, other than underwriting discounts and commissions, relating to the registration of MGN's shares pursuant to the Registration Rights Agreement.
On April 9, 2009, the Company entered into an underwriting agreement with Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters (the "Underwriting Agreement"), with respect to the issue and sale of 6,500,000 shares of the Company's common stock (the "Public Offering"). The Company also granted the underwriters an option to purchase up to 975,000 additional shares of Common Stock to cover over-allotments. The shares of Common Stock were registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-158195), filed with the Securities and Exchange Commission on March 25, 2009, and were offered to the public at $14.30 per share.
Both the Public Offering and the Concurrent Sale are expected to be consummated on or about April 15, 2009.

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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated as of April 9, 2009, between Equity One, Inc. and Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated as representatives of the several underwriters.

5.1 Opinion of Venable LLP.

10.1 Common Stock Purchase Agreement, dated as of April 8, 2009, between Equity One, Inc. and MGN America, LLC.

10.2 Registration Rights Agreement, dated as of April 8, 2009, between Equity One, Inc. and MGN America, LLC.

23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto).

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