- Current report filing (8-K)
October 02 2009 - 4:33PM
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 30,
2009
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
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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Incorporation)
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401 Wilshire Boulevard, Suite 700, Santa Monica,
California
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90401
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(Address of Principal Executive Offices)
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(Zip Code)
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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 30, 2009, The Macerich Partnership, L.P., the operating
partnership of The Macerich Company (the Company), formed a joint venture
with Heitman, a Chicago-based real estate investment management firm, whereby Heitman
acquired a 49.9% interest in Freehold Raceway Mall and Chandler Fashion Center
(collectively, the Centers) and the Company received approximately $174.7
million in net cash proceeds for the overall transaction. As part of this transaction, the Company
issued a Warrant in favor of a Heitman entity for an aggregate of 935,358
shares of Common Stock of the Company.
As required by generally accepted accounting principles, the Company
allocated approximately $7.2 million of the net proceeds to the purchase price
of the Warrant. The Warrant was
immediately exercisable upon its issuance date of September 30, 2009 and
will expire 30 days after the refinancing or repayment of each loan encumbering
the Centers has closed. The Warrant has
an exercise price of $46.68, with such price subject to anti-dilutive
adjustments. In addition, the Company
has entered into a registration rights agreement requiring the Company to
provide certain registration rights regarding the shares of Common Stock
underlying the Warrant.
The
issuance of the Warrant was exempt from registration under the Securities Act
of 1933, as amended (Securities Act), pursuant to Section 4(2). The 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.
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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 on October 2, 2009.
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THE MACERICH COMPANY
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By: THOMAS E. OHERN
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/s/ Thomas E. OHern
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Senior Executive Vice President,
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Chief Financial Officer
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and Treasurer
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