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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 29, 2002
(July 29, 2002)
THE MACERICH COMPANY
(Exact Name of Registrant as Specified in Charter)
| Maryland | 1-12504 | 95-4448705 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
401 Wilshire Boulevard, Suite 700, Santa Monica, CA 90401
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (310) 394-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 9. Regulation FD Disclosure
The Company issued a press release on July 29, 2002, announcing the completion of the acquisition of Westcor Realty Limited Partnership and its affiliates by The Macerich Partnership, L.P., a majority owned subsidiary, and such press release is filed as Exhibit 99.1 hereto and is hereby incorporated by reference in its entirety.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- (c)
- Exhibits
- 99.1
- Press Release of the Company dated July 29, 2002
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Pursuant to the requirements of the Securities and Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Santa Monica, State of California, on July 29, 2002.
| THE MACERICH COMPANY | ||||
By: |
/s/ THOMAS O'HERN Thomas O'Hern Executive Vice President and Chief Financial Officer |
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FORM 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES
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PRESS RELEASE
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| For: | THE MACERICH COMPANY | |||
| Press Contact: | Arthur Coppola, President and Chief Executive Officer | |||
| Or | ||||
| Thomas E. O'Hern, Executive Vice President and Chief Financial Officer |
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| (310) 394-6000 |
MACERICH ANNOUNCES COMPLETION OF $1.475 BILLION ACQUISITION OF WESTCOR
Santa Monica, CA (7/29/02)—The Macerich Partnership L.P., the operating partnership of The Macerich Company (NYSE Symbol: MAC), today announced that it has completed its acquisition of Westcor Realty Limited Partnership and its affiliated companies ("Westcor"). Westcor is the dominant owner, operator and developer of regional malls and specialty retail assets in the greater Phoenix area.
The total purchase price was approximately $1.475 billion including the assumption of $733 million in existing debt and the issuance of approximately $72 million of convertible preferred operating partnership units at a price of $36.55 per unit. Each preferred operating partnership unit is convertible into a common operating partnership unit. The balance of the purchase price was paid in cash which was provided primarily from a $380 million interim loan with a term of up to 18 months bearing interest at an average rate of LIBOR plus 3.25% and a $250 million term loan with a maturity of up to five years with an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the Company's overall leverage.
Concurrent with the closing the Company also replaced its $200 million line of credit with a new $425 million revolving line of credit. This increased line of credit has a three-year term plus a one-year extension. The interest rate fluctuates from LIBOR plus 1.75% to LIBOR plus 3.00% depending on the Company's overall leverage level. At closing the interest rate was 4.82%. Co-lead arrangers on the credit facilities were Deutsche Bank Securities Inc. and JP Morgan Securities Inc.
The assets acquired include some of the leading retail assets in the country, including Scottsdale Fashion Square and Chandler Fashion Center in the Phoenix area and FlatIron Crossing in Colorado's Denver-Boulder area. The gross leasable area in the Westcor portfolio totals 15.6 million square feet (see attached schedule). In addition, the Westcor portfolio includes two retail properties in Arizona that recently broke ground, as well as option rights for over 1,000 acres of valuable, well-situated undeveloped land.
Deutsche Bank Securities, Inc. acted as financial advisor to Macerich for the transaction.
The Macerich Company is a fully integrated self-managed and self-administered real estate investment trust, which focuses on the acquisition, leasing, management and redevelopment of regional malls and community centers throughout the United States. The Company is the sole general partner and owns a 78% ownership interest in The Macerich Partnership, L.P. Macerich now owns interests in 56 regional malls and 21 community centers totaling approximately 58 million square feet. Additional information about The Macerich Company can be obtained from the Company's web site at www.macerich.com.
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, tenant bankruptcies, lease rates and terms, 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; 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.
(See attachment)
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WESTCOR PROPERTY LISTING
| |
Location |
Year Built/ Expanded |
Ownership |
Total GLA |
GLA excluding Department stores |
Mall shop Sales Per Square Ft. |
March 2002 Occupancy |
Department Stores |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Regional Malls: | |||||||||||||||||||
| Scottsdale Fashion Square | Scottsdale(Phoenix), Arizona | 1961/1991/1998 | 50 | % | 1,930,832 | 591,249 | $ | 550 | 94% | Dillards, Macy's, Neiman-Marcus, Nordstrom,Robinson-May, (2)Harkins | |||||||||
| Flagstaff Mall | Flagstaff, Arizona | 1979/1986 | 100 | % | 352,788 | 148,776 | $ | 320 | 81% | Dillards, JC Penney, Sears | |||||||||
| Paradise Valley Mall | Phoenix, Arizona | 1979/1990 | 100 | % | 1,222,353 | 391,779 | $ | 384 | 96% | Dillards, JC Penney, Macy's, Robinson-May, Sears, Harkins Theater | |||||||||
| Desert Sky Mall | Phoenix, Arizona | 1981/1993 | 50 | % | 887,494 | 280,480 | $ | 275 | 79% | Dillards, Mervyn's, Burlington Coat Factory, Sears, Harkins Theater | |||||||||
| Superstition Springs Center | Mesa (Phoenix), Arizona | 1990/1994 | 33 | % | 1,060,461 | 342,291 | $ | 366 | 91% | Dillards, JC Penney, Mervyn's, Robinson-May, Sears, Super Saver Cinema | |||||||||
| Arrowhead Towne Center | Glendale (Phoenix), Arizona | 1993 | 33 | % | 1,130,610 | 346,540 | $ | 402 | 89% | Dillards, JC Penney, Mervyn's, Robinson-May,Sears (3/02), AMC | |||||||||
| FlatIron Crossing | Broomfield, Colorado | 2000 | 50 | % | 1,495,912 | 684,236 | $ | 386 | 94% | Dillards, Nordstrom,Foleys,Lord & Taylor, Gaylans, AMC | |||||||||
| Chandler Fashion Center | Chandler (Phoenix), Arizona | 2001 | 100 | % | 1,294,481 | 532,196 | opened 10/01 | 96% | Dillards, Nordstrom,Robinson-May, Sears, Harkins Theatre | ||||||||||
| Mall sub-totals: | 9,374,931 | 3,317,547 | $ | 407 | 92% | ||||||||||||||
| Regional Malls-Under Development | |||||||||||||||||||
| Prescott Gateway | Prescott, Arizona | 2002 | 100 | % | 566,706 | 303,266 | opened 3/02 | 61% | Dillards, JC Penney, Sears | ||||||||||
| Mall Totals | 9,941,637 | 3,620,813 | |||||||||||||||||
| Majors |
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| Urban Villages | |||||||||||||||||||
| Arizona Lifestyles Galleries | Phoenix, Arizona | 1982 | 50 | % | 125,092 | 125,092 | 100% | Thomasville, Home One Furniture, Stratford Antiques, Colorado Retreat | |||||||||||
| Paradise Village Gateway | Phoenix, Arizona | 1995/2001 | 67 | % | 223,104 | 223,104 | 100% | Bed, Bath & Beyond, Ross, PetsMART, Staples, Albertsons, Walgreens, Garcias | |||||||||||
| PVIC—ground leases | Phoenix, Arizona | various | 50 | % | 245,540 | 245,540 | N/A | Mervyn's, BJ's Auto Spa, Coco's, Chili's, Red Lobster, Olive Garden, Houlihans | |||||||||||
| Village Center | Phoenix, Arizona | 1985 | 50 | % | 195,191 | 195,191 | 100% | Comp USA, Target, REI | |||||||||||
| Village Crossroads | Phoenix, Arizona | 1993 | 50 | % | 187,336 | 187,336 | 100% | Michaels, Burlington Coat, Outback Steakhouse, Don Pablos | |||||||||||
| Village Fair | Phoenix, Arizona | 1989 | 50 | % | 272,617 | 272,617 | 97% | Office Max, Ulta, Sports Authority, Toys R Us, Strouds, Best Buy | |||||||||||
| Village Plaza | Phoenix, Arizona | 1978 | 100 | % | 110,612 | 110,612 | 96% | Sun Foods Market, Osco | |||||||||||
| Village Square I | Phoenix, Arizona | 1978 | 100 | % | 136,890 | 136,890 | 100% | Circuit City, TJ Maxx | |||||||||||
| Village Square II | Phoenix, Arizona | 1978 | 100 | % | 147,615 | 147,615 | 96% | Mervyn's, Big 5, Marie Callender | |||||||||||
| Camelback Colonnade | Phoenix, Arizona | 1961-1976,1994 | 75 | % | 588,137 | 588,137 | 97% | Marshalls, Fry's,Best Buy, Mervyns,Last Chance,Michael's, Old Navy, Petsmart, MCI | |||||||||||
| Promenade | Sun City, Arizona | 1983 | 50 | % | 70,125 | 70,125 | 93% | York Furniture | |||||||||||
| Superstition Springs Power Cntr. | Mesa (Phoenix), Arizona | 1991 | 100 | % | 279,144 | 279,144 | 100% | Ross, Best Buy, Service Merchandise, Burlington Coat, Walmart, Olive Garden | |||||||||||
| Chandler Festival | Chandler (Phoenix), Arizona | 2001 | 50 | % | 367,795 | 367,795 | 90% | Ultimate Elec, PetsMART, Nordstrom Rack, Lowe's, Ross, TJMaxx,Linens&Things, Office Max | |||||||||||
| Chandler Gateway | Chandler (Phoenix), Arizona | 2001-2002 | 50 | % | 255,955 | 255,955 | 93% | Razmataz, Circuit City, Great Indoors, Paddy O Furniture, Olive Garden, BofA, Abuelos | |||||||||||
| Chandler Blvd (existing) | Chandler (Phoenix), Arizona | 2001-2002 | 50 | % | 51,582 | 51,582 | 57% | PF Changs, Compass Bank | |||||||||||
| Chandler Blvd (11 pads) | Chandler (Phoenix), Arizona | 2002-2004 | 50 | % | 113,800 | 113,800 | To be built | ||||||||||||
| Westbar | Phoenix, Arizona | various | 75 | % | 898,005 | 898,005 | N/A | Circuit City, Old Navy, Premier Inn, Wyndham Hotel, Cost Plus, UA, Barnes&Noble | |||||||||||
| Specialty Retail | |||||||||||||||||||
| Borgata | Scottsdale, Arizona | 1981 | 100 | % | 87,724 | 87,724 | 87% | Specialty Shops | |||||||||||
| Shops at Gainey Village | Scottsdale, Arizona | 2000 | 50 | % | 138,319 | 138,319 | 95% | Garduno's, Bloom | |||||||||||
| Hilton Village | Scottsdale, Arizona | 1982 | 50 | % | 96,640 | 96,640 | 97% | Houston's, Bank One, Wells Fargo | |||||||||||
| Development Projects | |||||||||||||||||||
| Scottsdale 101 | Scottsdale(Phoenix), Arizona | 2003 | 46 | % | 629,000 | 629,000 | To be built | ||||||||||||
| La Encantada | Tucson, Arizona | 2002-2004 | 100 | % | 258,000 | 258,000 | To be built | Harkin's Theatre, Circuit City, Expo, Bed, Bath & Beyond | |||||||||||
| Office | |||||||||||||||||||
| Scottsdale Fashion Office | Scottsdale(Phoenix), Arizona | 1989 | 50 | % | 123,581 | 123,581 | 88% | Norwest Bank, Net Pro Computing, Vision Offices | |||||||||||
| Paradise Village Office Park | Phoenix, Arizona | 1982 | 50 | % | 46,650 | 46,650 | 94% | SW Risk Services, Cimato & Assoc, Churchill Mortgage | |||||||||||
| Total Non-Mall | 5,648,454 | 5,648,454 | $ | 280 | 96% | ||||||||||||||
| Total Portfolio | 15,590,091 | 9,269,267 | |||||||||||||||||
Exhibit 99.1
MACERICH ANNOUNCES COMPLETION OF $1.475 BILLION ACQUISITION OF WESTCOR