UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 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):  i April 14, 2021

 

THE MACERICH COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

MARYLAND		i 1-12504		i 95-4448705
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 i 401 Wilshire Boulevard,  i Suite 700,  i Santa Monica,  i California  i 90401

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:  i (310)  i 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 (see General Instruction A.2. below):

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
i Common stock of The Macerich Company, $0.01 par value per share		i MAC		i The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On April 14, 2021, The Macerich Company, a Maryland corporation (the “Company”), as a guarantor, The Macerich Partnership, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Borrower” or “Partnership”), as the borrower, certain subsidiary guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA, as joint lead arrangers and joint bookrunning managers, Deutsche Bank Securities Inc. and JPMorgan Chase Bank, N.A., as co-syndication agents, Goldman Sachs Bank USA, as documentation agent, and various lenders party thereto entered into a Credit Agreement (the “Credit Agreement”).

The Credit Agreement provides for an aggregate $700 million facility, including a $525 million revolving loan facility that matures on April 14, 2023, with an option for the Borrower to extend maturity until April 14, 2024, and a $175 million term loan facility that matures on April 14, 2024. The Borrower has the ability from time to time to increase the size of the revolving loan facility up to an aggregate amount of $800 million, subject to the receipt of lender commitments and other conditions. Loans made under the Credit Agreement bear interest, at the Borrower’s election, at either the daily average Base Rate (as defined in the Credit Agreement) or the Reserve Adjusted LIBO Rate (as defined in the Credit Agreement) plus, in both cases, an applicable margin. The applicable margin depends on the Company’s overall leverage ratio and ranges from 1.25% to 4.0% over the selected index rate. As of the date of the Credit Agreement, the applicable margin for Base Rate loans was 1.75% per annum and the applicable margin for Reserve Adjusted LIBO Rate loans was 2.75% per annum.

Concurrently with the entry into the Credit Agreement, the Borrower drew the term loan in its entirety and drew $320 million of the amount available under the revolving loan facility. Simultaneously with its entry into the Credit Agreement, the Company repaid debt totaling nearly $1.0 billion, including terminating and repaying in full amounts outstanding under the Borrower’s existing Second Amended and Restated Credit Agreement, dated as of July 6, 2016, among the Company, the Borrower, Deutsche Bank AG New York Branch, as administrative agent, the other agents party thereto and the lenders referred to therein.

The Borrower may voluntarily repay outstanding amounts under the revolving loan facility, in whole or in part, at any time, subject to customary administrative provisions.

The Credit Agreement includes security in the form of mortgages on certain previously unencumbered wholly-owned assets and pledges of the Company’s and certain subsidiaries’ equity interests in certain wholly-owned entities. The Credit Agreement requires the Company to maintain at all times a borrowing base value, based on certain parameters, of 1.2 times the amount of outstanding borrowings on the revolving loan facility (the “Borrowing Base Maintenance Covenant”). Additionally, the Credit Agreement permits the Company to sell or finance portions of the security subject to continued compliance at all times with the Borrowing Base Maintenance Covenant and certain other parameters. All obligations under the Credit Agreement are unconditionally guaranteed by the Company and certain subsidiary guarantors.

The Credit Agreement includes financial covenants requiring a minimum borrowing base interest coverage ratio, minimum total debt yield, minimum fixed charge coverage ratio, minimum liquidity and maximum floating rate debt. In addition, the Credit Agreement also contains other customary affirmative and negative covenants and events of default.

The Borrower pays a monthly facility fee of 0.35% of the unused revolving loan facility commitments and other customary fees, as described in the Credit Agreement.

The foregoing summary of the Credit Agreement, the guaranty and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Credit Agreement and the guaranty, copies of which are attached as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

 

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ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The following exhibits are included with this Current Report on Form 8-K:

 

Exhibit No.		Description
10.1		Credit Agreement, dated as of April 14, 2021, by and among the Company, as a guarantor, the Partnership, as borrower, certain subsidiary guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA, as joint lead arrangers and joint bookrunning managers, Deutsche Bank Securities Inc. and JPMorgan Chase Bank, N.A., as co-syndication agents, Goldman Sachs Bank USA, as documentation agent, and various lenders party thereto.
10.2		Unconditional Guaranty, dated as of April 14, 2021, by the Company in favor of Deutsche Bank AG New York Branch, as administrative agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				THE MACERICH COMPANY
April 19, 2021				By:		/s/ Scott W. Kingsmore
Date						Scott W. Kingsmore
						Senior Executive Vice President
						Chief Financial Officer
						and Treasurer

 

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