Macerich Announces Offering of $700 Million of Convertible Senior Notes and Expected Repurchase of Up to $75 Million of Its Comm
March 12 2007 - 8:00AM
PR Newswire (US)
SANTA MONICA, Calif., March 12 /PRNewswire-FirstCall/ -- The
Macerich Company (NYSE:MAC) today announced that it has commenced
an offering of $700 million aggregate principal amount of
convertible senior notes due 2012, plus an additional $140 million
aggregate principal amount of notes that may be issued, at the
option of the initial purchasers, to cover over-allotments, if any,
within 30 days of the initial issuance of the notes. The notes will
be senior unsecured obligations of The Macerich Company and will be
guaranteed by its operating partnership, The Macerich Partnership,
L.P. Macerich intends to use the net proceeds of this offering to
repay indebtedness. In connection with the offering, the Company
expects to enter into capped call transactions with affiliates of
the initial purchasers of the notes to substantially increase the
effective conversion premium of the notes and to reduce the
potential dilution upon future conversion of the notes. In
connection with hedging the capped call transactions, the
counterparties have advised the Company that they or their
respective affiliates expect to enter into various derivative
transactions with respect to the Company's common stock
concurrently with or shortly after the pricing of the notes and may
enter into or unwind various derivatives and/or purchase or sell
the Company's common stock in secondary market transactions
following the pricing of the notes (including during the cash
settlement averaging period for the notes). These activities could
have the effect of increasing or preventing a decline in the price
of the Company's common stock concurrently with or following the
pricing of the notes. The Board of Directors of the Company has
authorized the repurchase of up to $75 million of its common stock
in connection with this offering. The notes and the related
guarantee will be sold to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933. The
notes, the related guarantee and the Company's common shares
issuable upon conversion of the notes have not been registered
under the Securities Act of 1933, or any state securities laws, and
unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act of 1933 and applicable state
laws. This release shall not constitute an offer to sell or the
solicitation of an offer to buy any of these securities, nor shall
it constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful. DATASOURCE: The
Macerich Company CONTACT: Edward Coppola, Senior Executive Vice
President and Chief Investment Officer, +1-972-385-9858, or Thomas
E. O'Hern, Executive Vice President and Chief Financial Officer,
+1-310-394-6000, both of The Macerich Company Web site:
http://www.macerich.com/
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