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): February 13, 2017
THE MACERICH COMPANY
(Exact Name of Registrant as Specified in its 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, California |
90401 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 394-6000
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 February 13, 2017, The Macerich Company, a Maryland corporation (the “Company”), issued a press release announcing that its Board of Directors has authorized the repurchase of up to $500 million of the Company’s outstanding common shares as market conditions and the Company’s liquidity warrant. The usage of this repurchase program is not anticipated to change the recently issued 2017 earnings guidance. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares and pursuant to Rule 10b5-1, from time to time as permitted by securities laws and other legal requirements.
A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated by reference into this Item 7.01.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| 99.1 | Press Release, dated February 13, 2017, regarding the Company’s authorization to repurchase 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 hereunto duly authorized.
| THE MACERICH COMPANY (Registrant) | ||||||
| By: | /s/ Thomas J. Leanse | |||||
| Date: February 14, 2017 | Thomas J. Leanse | |||||
| Senior Executive Vice President, Chief Legal Officer and Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated February 13, 2017, regarding the Company’s authorization to repurchase common stock. | |
| PRESS RELEASE | Exhibit 99.1 |
FOR: THE MACERICH COMPANY
MACERICH ANNOUNCES $500 MILLION SHARE REPURCHASE PROGRAM
SANTA MONICA, Calif., February 13, 2017 - The Macerich Company (NYSE Symbol: MAC) today announced that the Company’s Board of Directors has authorized the repurchase of up to $500 million of its outstanding common shares as market conditions and the Company’s liquidity warrant. The usage of this repurchase program is not anticipated to change the recently issued 2017 earnings guidance. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares and pursuant to Rule 10b5-1, from time to time as permitted by securities laws and other legal requirements.
ABOUT MACERICH: Macerich, an S&P 500 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.
Macerich currently owns 54 million square feet of real estate consisting primarily of interests in 48 regional shopping centers. Macerich specializes in successful retail properties in many of the country’s most attractive, densely populated markets with significant presence in the Pacific Rim, Arizona, Chicago and the Metro New York to Washington, DC corridor. Additional information about Macerich can be obtained from the Company’s website at www.macerich.com.
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CONTACTS:
Thomas O’Hern, Senior Executive Vice President and Chief Financial Officer, 310-394-6000
John Perry, Senior Vice President-Investor Relations, 424-229-3345
Jean Wood, Vice President-Investor Relations, 424-229-3366