- Current report filing (8-K)
September 04 2009 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
DC 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)
September 3,
2009
THE MACERICH COMPANY
(Exact Name of Registrant as Specified in its Charter)
MARYLAND
|
|
1-12504
|
|
95-4448705
|
(State or Other Jurisdiction of
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
Incorporation)
|
|
|
|
|
|
|
|
|
|
401 Wilshire Boulevard, Suite 700, Santa Monica,
California
|
|
90401
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrants 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 (
see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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
3.02 UNREGISTERED SALES OF
EQUITY SECURITIES.
On
September 3, 2009, The Macerich Partnership, L.P., the operating
partnership of The Macerich Company (the Company), formed a joint venture
with GI Partners whereby GI Partners acquired a 75% interest in FlatIron
Crossing Mall and the Company received approximately $124 million in net cash
proceeds for the overall transaction. As
part of this transaction, the Company issued three Warrants in favor of certain
beneficial owners of GI Partners for an aggregate of 1,250,000 shares of Common
Stock of the Company. As required by
generally accepted accounting principles, the Company allocated approximately $8
million of the net proceeds to the purchase price of the Warrants. Each Warrant has a three year term and was immediately
exercisable upon its issuance date of September 3, 2009. Each Warrant has an exercise price of approximately
$30.62 until September 3, 2011 and an exercise price of approximately $34.79
from September 4, 2011 until September 3, 2012, with such prices
subject to anti-dilutive adjustments. In
addition, the Company has entered into registration rights agreements requiring
the Company to provide certain registration rights regarding the shares of
Common Stock underlying each Warrant.
The
issuance of the Warrants was exempt from registration under the Securities Act
of 1933, as amended (Securities Act), pursuant to Section 4(2). Each investor represented that it is an
accredited investor, as defined in Rule 501 of Regulation D, and that it
was acquiring the securities for its own account, not as nominee or agent, and
not with a view to the resale or distribution of any part thereof in violation
of the Securities Act.
2
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 on September 4, 2009.
|
THE MACERICH COMPANY
|
|
|
|
|
|
By: THOMAS E. OHERN
|
|
|
|
|
|
/s/ Thomas E. OHern
|
|
|
Senior Executive Vice President,
|
|
|
Chief Financial Officer
|
|
|
and Treasurer
|
|
3
Macerich (NYSE:MAC)
Historical Stock Chart
From May 2024 to Jun 2024
Macerich (NYSE:MAC)
Historical Stock Chart
From Jun 2023 to Jun 2024