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Macerich Announces $2.333 Billion Agreement to Acquire Wilmorite

SANTA MONICA, Calif., Dec. 23 /PRNewswire-FirstCall/ -- The Macerich Partnership L.P., the operating partnership of The Macerich Company (NYSE: MAC), today announced that it has signed a definitive agreement to acquire Wilmorite Properties, Inc. and Wilmorite Holdings L.P. ("Wilmorite"). The total purchase price will be approximately $2.333 billion, including the assumption of approximately $882 million of existing debt at an average interest rate of 6.43% and the issuance of convertible preferred units and common units totaling an estimated $320 million. Each limited partner of Wilmorite Holdings L.P. will be entitled to elect to receive cash, the convertible preferred units or the common units. The convertible preferred units will have a liquidation preference of $62.39 per unit, a conversion price of $74.87 per unit and an initial dividend yield of approximately 5.75% of the liquidation preference. Approximately $210 million of the convertible preferred units can be redeemed, subject to certain conditions, for that portion of the Wilmorite portfolio generally located in the greater Rochester area. The balance of the consideration to Wilmorite's equity holders will be paid in cash. This transaction has been approved by each company's Board of Directors, subject to customary closing conditions. A majority-in-interest of the limited partners of Wilmorite Holdings L.P. and of the stockholders of its general partner, Wilmorite Properties, Inc., have also approved this acquisition. It is currently anticipated that this transaction will be completed in March, 2005.

Wilmorite's existing portfolio includes interests in 11 regional malls and two open-air community centers, with 13.4 million square feet of space located in Connecticut, New York, New Jersey, Kentucky and Virginia. Approximately 5 million square feet of gross leaseable area is located at three premier regional malls: Tysons Corner Center in McLean, Virginia, Freehold Raceway Mall in Freehold, New Jersey and Danbury Fair Mall in Danbury, Connecticut. The average tenant sales per square foot, for these three centers, is in excess of $525. The total portfolio average of mall store annual sales per square foot is $403. On a pro forma basis reflecting this acquisition, Macerich will own 74 regional malls with total portfolio square footage increasing to approximately 75.4 million square feet.

Commenting on the transaction, Arthur Coppola, president and chief executive officer of Macerich stated, "We are very pleased to be entering into this agreement with Wilmorite, the leading private shopping center owner, developer and manager in the northeast. Wilmorite has a 50 year history of success achieved through a commitment to strategic locations in the northeast markets, and the development and acquisition of high-quality assets. The addition of Tysons Corner Center, Freehold Raceway Mall and Danbury Fair Mall combined with our recently expanded Queens Center gives us four premier super-regional malls in the East with combined total annual retail sales in excess of $2 billion. This portfolio is particularly appealing due to the strong internal growth we expect from these assets. Furthermore there are significant expansion and redevelopment opportunities at Tysons and Freehold."

John W. Anderson, president and chief executive officer of Wilmorite Properties, Inc. stated, "We are delighted that Wilmorite will become part of such a strong and successful company. Macerich has a great track record and a long history in the mall ownership and redevelopment business. The combined strengths of both organizations will have a positive impact on our mall portfolio."

In addition to the assumed debt and the common and convertible preferred units, the transaction financing has been arranged and will include a $600 million five year unsecured term note and a $300 million interim loan with a term of up to 1.5 years.

In November, Macerich provided guidance of its estimated 2005 Funds from Operations ("FFO") per share-diluted in the range of $4.20 to $4.30. Management expects the Wilmorite acquisition to be neutral to FFO in 2005 and is reaffirming its 2005 FFO per share guidance. Further FFO and EPS guidance will be given after the closing of the transaction.

Deutsche Bank Securities, Inc. acted as financial advisor and O'Melveny & Myers LLP acted as legal counsel to Macerich on the transaction. Morgan Stanley acted as financial advisor and Goodwin Procter LLP and Harris Beach LLP acted as counsel to Wilmorite on this transaction.

The Macerich Company is a fully integrated self-managed and self-administered real estate investment trust, which focuses on the acquisition, leasing, management, development and redevelopment of regional malls throughout the United States. The Company is the sole general partner and owns an 81% ownership interest in The Macerich Partnership, L.P. Macerich now owns approximately 62 million square feet of gross leaseable area consisting primarily of interests in 63 regional malls. Additional information about The Macerich Company can be obtained from the Company's web site at www.macerich.com.

Investor Conference Call

The Company will provide an online Web simulcast and rebroadcast to discuss the acquisition. The call will be available on The Macerich Company's website at www.macerich.com and through CCBN at www.fulldisclosure.com. The call begins today, December 23, 2004 at 10:30 AM Pacific Time. To listen to the call, please go to any of these web sites at least 15 minutes prior to the call in order to register and download audio software if needed. An online replay at www.macerich.com will be available for one year after the call.

Note: This release contains statements that constitute forward-looking statements. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to vary materially from those anticipated, expected or projected. Such factors include, among others, general industry, economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates and terms, interest rate fluctuations, availability and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment, acquisitions and dispositions; governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities which could adversely affect all of the above factors. The reader is directed to the Company's various filings with the Securities and Exchange Commission, for a discussion of such risks and uncertainties.


                                                                    Non-Anchor
                              Location   Ownership   Total GLA (1)     GLA (1)

    Premier Asset Group
      Tysons Corner
       Center                McLean, VA     50%        2,016,940    1,080,383
      Danbury Fair Mall     Danbury, CT    100%        1,309,313      517,552
      Freehold Raceway
       Mall                Freehold, NJ    100%        1,594,888      803,264
      Tysons Corner
       Office                McLean, VA     50%          170,473      170,473
                                                       5,091,614    2,571,672

    Upstate New York Group
      Great Northern Mall      Clay, NY    100%          897,785      502,797
      Rotterdam
       Square           Schenectady, NY    100%          557,067      268,603
      Shoppingtown
       Mall                  Dewitt, NY    100%        1,029,499      496,047
      Towne Mall      Elizabethtown, KY    100%          353,634      162,762
      Wilton Mall          Sarasota
       at Saratoga          Springs, NY    100%          661,832      436,516
                                                       3,499,817    1,866,725

    Rochester Group
      Eastview Commons       Victor, NY    100%          343,465           --
      Eastview Mall          Victor, NY    100%        1,342,004      700,733
      Greece Ridge Center    Greece, NY    100%        1,579,137      792,283
      Marketplace Mall    Henrietta, NY   37.5%        1,023,033      426,184
      Pittsford Plaza     Pittsford, NY   63.6%          525,903      160,370
                                                       4,813,542    2,079,570

    Total Portfolio                                   13,404,973    6,517,967

    (1) Tysons GLA after redevelopment


                                 Occupancy                Anchors
    Premier Asset Group
      Tysons Corner Center          97%            Bloomingdales, Hecht's,
                                                   Nordstrom, Lord & Taylor,
                                                   LL Bean
      Danbury Fair Mall             98%            Macy's, Filenes, Sears,
                                                   JC Penney, Lord & Taylor
      Freehold Raceway Mall         97%            Macy's, Nordstrom,
                                                   JC Penney, Sears,
                                                   Lord & Taylor
      Tysons Corner Office         100%

    Upstate New York Group
      Great Northern Mall           90%            Sears, Bon Ton, Kaufmann's,
                                                   Dick's
      Rotterdam Square              88%            Filenes, Sears, Kmart
      Shoppingtown Mall             80%            Sears, JC Penney,
                                                   Kaufmann's, Bon Ton, Dick's
      Towne Mall                    86%            Sears, Proffitts,
                                                   JC Penney, Dawahares
      Wilton Mall at Saratoga       89%            Sears, Bon Ton, Dick's,
                                                   JC Penney

    Rochester Group
      Eastview Commons             100%            Home Depot, Target,
                                                   Linens & Things, Old Navy,
                                                   Staples
      Eastview Mall                 97%            Kaufmann's, JC Penney,
                                                   Bon Ton, Sears,
                                                   Lord & Taylor
      Greece Ridge Center           92%            JC Penney,
                                                   Kaufmann's & Home,
                                                   Bon Ton, Sears,
                                                   Burlington Coat, Dick's,
                                                   Regal Cinema
      Marketplace Mall              91%            JC Penney, Sears,
                                                   Kaufmann's,
                                                   Bon Ton, Galyan's
      Pittsford Plaza              100%            Chase Pitkin Home & Garden,
                                                   Cohoes, Barnes & Noble,
                                                   Bed Bath & Beyond, TJ Maxx,
                                                   Michaels, Pittsford Cinemas

SOURCE The Macerich Company
12/23/2004
CONTACT: Arthur Coppola, President and Chief Executive Officer, or Thomas O'Hern, Executive Vice President and CFO, +1-310-394-6000, or Edward Coppola, Senior Executive Vice President, +1-972-385-9858, all of The Macerich Company/
Web site: www.fulldisclosure.com /
Web site: http://www.macerich.com /
CO: The Macerich Company; Wilmorite Properties, Inc.; Wilmorite Holdings L.P.
ST: California
IN: RLT FIN
SU: TNM CCA
12/23/2004 05:30 EST http://www.prnewswire.com