UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2010
THE MACERICH COMPANY
(Exact Name of Registrant as Specified in its Charter)
Maryland |
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1-12504 |
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95-4448705 |
(State or Other
Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
401
Wilshire Boulevard, Suite 700 |
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90401 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(310) 394-6000
(Registrants Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On April 14, 2010, The Macerich Company (the Company) issued a press release announcing updated earnings guidance for 2010.
A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
On April 14, 2010, The Macerich Company issued a press release announcing the proposed offering of its common stock in an underwritten public offering pursuant to an automatic shelf registration statement previously filed with the Securities and Exchange Commission. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of the Company dated April 14, 2010 announcing updated earnings guidance for 2010.
99.2 Press Release of the Company dated April 14, 2010 announcing a proposed public offering of common stock.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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THE MACERICH COMPANY |
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(Registrant) |
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By: |
/s/ Thomas E. OHern |
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Date: |
April 14, 2010 |
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Thomas E. OHern |
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Senior Executive Vice President, Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
Exhibit No. |
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Description |
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99.1 |
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Press Release of the Company dated April 14, 2010 announcing updated earnings guidance for 2010. |
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99.2 |
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Press Release of the Company dated April 14, 2010 announcing a proposed public offering of common stock. |
Exhibit 99.1
PRESS RELEASE
MACERICH PROVIDES UPDATED GUIDANCE FOR 2010
Santa Monica, CA (4/14/10)The Macerich Company (NYSE Symbol: MAC) today announced that the Company has revised its 2010 guidance.
2010 Guidance Update
Management is providing revised guidance for both FFO per share-diluted and EPS for 2010. The revised guidance gives effect to the proposed public offering of common stock announced by the Company today. Such guidance will depend upon the final terms and size of the proposed public offering of common stock.
The reconciliation from the prior 2010 FFO guidance and its reconciliation to EPS is reflected below:
Previously provided FFO per share guidance |
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$ |
2.90 |
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to |
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$ |
3.10 |
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Less dilution from equity offering |
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-.20 |
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to |
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-.20 |
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Revised FFO per share guidance: |
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$ |
2.70 |
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to |
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$ |
2.90 |
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Less depreciation and amortization expense: |
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2.58 |
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to |
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2.58 |
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EPS guidance range: |
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$ |
.12 |
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to |
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$ |
.32 |
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The revised guidance assumes that the use of proceeds is to reduce the Companys indebtedness and/or for general corporate purposes.
The Companys 2010 earnings guidance is based upon its internal forecasting and planning process and on many assumptions including managements current view of market and economic conditions, including those specifically impacting the regional mall business. Due to the uncertainty in the timing and economics of dispositions and acquisitions of assets and joint venture interests, the guidance ranges do not include any potential impact from such future dispositions or acquisitions.
Macerich 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 89% ownership interest in The Macerich Partnership, L.P. Macerich now owns approximately 74 million square feet of gross leaseable area consisting primarily of interests in 71 regional malls.
Note: This release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning Macerichs proposed public offering of common stock, the anticipated use of the net proceeds from such offering and revised guidance for 2010 FFO per share-diluted and EPS. 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 Macerich 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 the number of shares, if any, and price at which Macerich shares may be sold in the proposed offering, as well as 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, terms 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; the liquidity of real estate investments, governmental actions and initiatives (including legislative and regulatory changes); the possible adverse impact on the market price of Macerich common stock due to the dilutive effect of the shares of common stock to be sold in the proposed offering; environmental and safety requirements; and terrorist activities which could adversely affect all of the above factors. The reader is directed to Macerichs various filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2009 and the Quarterly Reports on Form 10-Q, for a discussion of such risks and uncertainties, which discussion is incorporated herein by reference. Macerich does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events unless required by law to do so.
SOURCE: The Macerich Company
CONTACT: Arthur Coppola, Chairman and Chief Executive Officer, or Thomas E. OHern, Senior Executive Vice President and Chief Financial Officer, both of The Macerich Company, +1-310-394-6000
Exhibit 99.2
PRESS RELEASE
MACERICH ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK
Santa Monica, CA (4/14/10)The Macerich Company (NYSE Symbol: MAC) today announced that it intends to offer to sell, subject to market and other conditions, 18,500,000 shares of its common stock in an underwritten public offering. Macerich intends to grant the underwriters a 30-day option to purchase up to 2,775,000 additional shares to cover over-allotments, if any. Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. are acting as joint book-running managers and underwriters for the offering.
The company intends to use the net proceeds of the offering to repay indebtedness and/or for general corporate purposes.
Macerich has filed an automatic shelf registration statement on Form S-3 relating to the securities described above with the Securities and Exchange Commission, which registration statement became effective upon such filing. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The offering may be made only by means of the prospectus relating to the proposed offering.
To obtain a copy of the prospectus for this offering, please contact Deutsche Bank Securities, Attention: Prospectus Department, 100 Plaza One, Jersey City, New Jersey 07311, telephone: (800) 503-4611 or e-mail at prospectus.cpdg@db.com; or J.P. Morgan Securities Inc., Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (866) 803-9204.
Macerich 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 89% ownership interest in The Macerich Partnership, L.P. Macerich now owns approximately 74 million square feet of gross leaseable area consisting primarily of interests in 71 regional malls.
Note: This release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning Macerichs proposed public offering of common stock and the anticipated use of the net proceeds from such offering. 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 Macerich 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 the number of shares, if any, and price at which Macerich shares may be sold in the proposed
offering, as well as 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, terms 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; the liquidity of real estate investments, governmental actions and initiatives (including legislative and regulatory changes); the possible adverse impact on the market price of Macerich common stock due to the dilutive effect of the shares of common stock to be sold in the proposed offering; environmental and safety requirements; and terrorist activities which could adversely affect all of the above factors. The reader is directed to Macerichs various filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2009 and the Quarterly Reports on Form 10-Q, for a discussion of such risks and uncertainties. Macerich does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events unless required by law to do so.
SOURCE: The Macerich Company
CONTACT: Arthur Coppola, Chairman and Chief Executive Officer, or Thomas E. OHern, Senior Executive Vice President and Chief Financial Officer, both of The Macerich Company, +1-310-394-6000