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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) May 31, 2002
(May 31, 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 May 31, 2002, announcing the execution of a definitive agreement pursuant to which The Macerich Partnership, L.P., a majority owned subsidiary, will acquire Westcor Realty Limited Partnership and such press release is filed as Exhibit 99.1 hereto and is hereby incorporated by reference in its entirety.
2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- (c)
- Exhibits
- 99.1
- Press Release of the Company dated May 31, 2002
3
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 May 31, 2002.
| THE MACERICH COMPANY | ||||
By: |
/s/ THOMAS O'HERN Thomas O'Hern Executive Vice President and Chief Financial Officer |
|||
4
FORM 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES
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PRESS RELEASE
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
(310) 394-6000
MACERICH ANNOUNCES $1.475 BILLION AGREEMENT TO ACQUIRE WESTCOR REALTY L.P.
Macerich to become dominant mall operator in Phoenix, and to add strong development capability
Santa Monica, CA (05/31/02)—The Macerich Partnership L.P., the operating partnership of The Macerich Company (NYSE Symbol: MAC), today announced that it has signed a definitive agreement under which it will acquire Westcor Realty Limited Partnership ("Westcor"), the dominant owner, operator and developer of regional malls and specialty retail assets in the greater Phoenix area. The total purchase price will be approximately $1.475 billion including the assumption of $733 million in existing debt and the issuance of approximately $80 million of convertible preferred operating units. The operating units will have a conversion price of $36.55 and a 9% dividend on an as-converted basis. The balance of the consideration to Westcor'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. It is currently anticipated that this transaction will be completed in the third quarter of 2002.
Macerich expects to realize an 8.5% unleveraged yield on the cost of the assets acquired in this transaction. Excluding the cost of non-revenue producing land to be acquired in the transaction, the anticipated unleveraged return is 8.9%.
Westcor's existing portfolio includes interests in nine regional malls with nearly 10 million square feet of space located in Arizona and Colorado. Eight of the nine malls are located in Arizona, including six in the Phoenix market. The greater Phoenix area is one of the fastest growing markets in the country, with strong demand and a low vacancy rate. The Westcor portfolio contains 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. Westcor also owns interests in 18 urban village and specialty retail assets strategically located in close proximity to the malls. The gross leasable area in these properties totals 5.6 million square feet. In addition, the Westcor portfolio includes two retail properties in Arizona that are due to break ground this month, as well as option rights for over 1,000 acres of valuable, well-situated undeveloped land.
Commenting on the transaction, Arthur Coppola, president and chief executive officer of Macerich stated, "We are very pleased to be acquiring Westcor, the pre-eminent owner, operator and developer of high-quality retail assets in the State of Arizona. The Westcor malls are performing at an exceptional level, with the stabilized malls having sales of approximately $407 per square foot and occupancy near 92%. The company has unprecedented dominance in the Phoenix Metropolitan Area, which blends extremely well with our portfolio and furthers our strong position in the Western U.S. While we are extremely pleased about adding the very productive Westcor assets to our portfolio, another key benefit is the addition of Westcor's development expertise to the Macerich team. Combining their stellar development capabilities with our strong acquisition, redevelopment and operating expertise will create an unmatched integrated platform for growth in our core markets. There is a great deal of growth that we can realize from Westcor's development pipeline and undeveloped land portfolio, including projects under development, significant land holdings adjacent to the existing portfolio and long-term regional mall sites under option agreements. We view this transaction as a great opportunity to expand our platform."
Earlier this month, Macerich reaffirmed its estimated Funds from Operations ("FFO") per share-diluted guidance in the range of $3.11 to $3.18 for 2002. Management expects the Westcor acquisition
to be accretive to 2002 and 2003 FFO per share and further guidance will be given at the closing of the transaction.
"This merger of Westcor and Macerich is really a win-win situation for both sides", stated Robert Ward, president and chief executive officer of Westcor. "The skill sets of the two teams are quite complementary, with Westcor's development expertise and unparalleled knowledge of the Arizona retail market providing a perfect addition to Macerich's redevelopment and operating expertise. It was important to us to find a partner where there would be a good cultural fit between the two teams and where we are aligned in our effort to grow and create value through development. I am excited about the future for the combined entity."
"AEW has successfully partnered with the Westcor Companies for the past two decades," said Robert Gifford, Principal of AEW Capital Management L.P., a Boston-based real estate investment advisor that owns 73.3% of Westcor Realty on behalf of its institutional clients. "In 1980, we began by providing venture funding to a group of visionary entrepreneurs, who built what is now a $2 billion shopping center development company. Over the past five years alone, Westcor has delivered an extraordinarily successful $700 million portfolio of development projects that have greatly enhanced the quality of their communities while at the same time providing attractive returns to Westcor's financial partners. In Macerich, we believe that the company has found an ideal partner to take the Westcor franchise into the future. Macerich is extremely well positioned to capitalize on Westcor's operating properties, development pipeline and talented staff. We look forward to having future opportunities to do business with the combined companies."
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 an 80% ownership interest in The Macerich Partnership, L.P. After the transaction, Macerich will own interests in 55 regional malls and 21 community centers totaling approximately 57 million square feet. 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 host a conference call on May 31, at 10:30 AM Pacific Time along with an online Web simulcast and rebroadcast to discuss details of the acquisition. The call will be available on The Macerich Company's website at www.macerich.com, and through CCBN at www.CCBN.com. 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 will be available for 90 days 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, 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 attachments)
###
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 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
|||||||||||||||||||
| 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 | |||||||||||||||||
WESTCOR DEVELOPMENT PIPELINE and PERIPHERAL LAND
La Encantada -Tucson, Arizona—This is a 37-acre site located at the northwest corner at Skyline Drive and Campbell Avenue in Tucson. Construction has commenced on a 258,000 square foot open-air village with a variety of upscale national retailers and boutiques. Stabilization is projected to occur in 2004.
Scottsdale 101—Scottsdale, Arizona—This is a 70 acre site located at the southwest corner of the Pima Freeway and Scottsdale Road in Scottsdale, Arizona, which is ground leased from the Arizona State Land Department on a 99 year ground lease and plans are to build a 629,000 square foot community center. Construction has commenced this year with stabilization expected in 2004.
Gilbert, Arizona—This is a 600-acre site. Westcor has an option through 2010 to acquire the 120-acre regional mall site at a price of $100,000 per acre. Westcor has a participation right in the balance of the land of 16.5% of peripheral land sales on the surrounding 480 acres.
Paradise West 1/Paradise Ridge—North Scottsdale, Arizona—Westcor has a "preferred right" from the Arizona State Land Department on approximately 300 acres at the northwest corner of the Pima Freeway and Scottsdale Road. Plans are to build a two or three anchor mall with about 300,000 square feet of shop GLA.
Goodyear, Arizona—Westcor has an option through 2010 to acquire at $100,000 per acre a regional mall parcel of approximately 125 acres. Further, Westcor has a 25% participation in the peripheral land sales of the surrounding approximately 200 acres.
Westcor Peripheral Land:
| |
Location |
Peripheral Land Opportunity |
Acreage |
Ownership of Land |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Flagstaff Mall | Flagstaff, Arizona | Railhead Assoc Ground | 92.00 | 50 | % | ||||
| Paradise Valley Mall | Phoenix, Arizona | PVIC | 1.20 | 50 | % | ||||
| Desert Sky Mall | Phoenix, Arizona | Peripheral | 37.10 | 50 | % | ||||
| Superstition Springs Center | Mesa (Phoenix), Arizona | Peripheral | 1.40 | 100 | % | ||||
| Mall Ground Lease | 40.97 | 50 | % | ||||||
| Arrowhead Towne Center | Glendale (Phoenix), Arizona | Bowest Trust | 18.00 | 18 | % | ||||
| Midcor V | 17.00 | 82 | % | ||||||
| RLR 1 | 29.00 | 50 | % | ||||||
| Flat Iron Crossings | Broomfield, Colorado | Flat Iron Pads | 6.00 | 100 | % | ||||
| Chandler Fashion Center | Chandler (Phoenix), Arizona | Propcor II | 8.67 | 50 | % | ||||
| Propcor | 79.36 | 25 | % | ||||||
| Prescott Gateway | Prescott, Arizona | Lee West | 21.00 | 50 | % | ||||
| Mall Totals | 351.70 |
WESTCOR DEVELOPMENT PIPELINE and PERIPHERAL LAND