- Current report filing (8-K)
October 23 2009 - 10:11AM
Edgar (US Regulatory)
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):
October 22,
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 Incorporation or Organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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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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(310) 394-6000
(Registrants Telephone Number, Including Area Code)
Not
applicable
(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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
240.425)
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 8.01
Other Events.
On October 22, 2009, The Macerich Company (the Company)
entered into an underwriting agreement (the Underwriting Agreement) with
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as
representatives of the several underwriters listed on Schedule I thereto (the Underwriters),
pursuant to which the Company agreed to issue and sell up to 12,000,000 shares
of the Companys common stock, par value $0.01 per share to the Underwriters. In addition, the Company granted the Underwriters
a 30-day option to purchase up to 1,800,000 additional shares to cover
over-allotments, if any, which the Underwriters exercised in full on October
22, 2009. The transactions contemplated
by the Underwriting Agreement are expected to close on October 27, 2009,
subject to the satisfaction of customary closing conditions. Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc. acted as joint book-running managers and underwriters for the
offering.
The Company intends to use the net proceeds from the
offering to repay a portion of the outstanding balance under its $1.5 billion
revolving line of credit. Affiliates of the
Underwriters (other than Piper Jaffray & Co. and RBC Capital Markets
Corporation) are lenders under the Companys $1.5 billion revolving line of
credit and therefore will receive their pro rata share of the net proceeds from
this offering through the repayment of the commitments they have extended under
the revolving line of credit.
The Underwriting Agreement is filed as Exhibit 1.1
to this Form 8-K and is incorporated herein by this reference. The description of the material terms of the
Underwriting Agreement is qualified in its entirety by reference to such
exhibit.
The press release announcing the pricing of the
offering is filed as Exhibit 99.1 to this report and is incorporated
herein by reference.
The press release announcing
the over-allotment exercise is filed as Exhibit 99.2 to this report and is
incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
(d)
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Exhibits
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1.1
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Underwriting Agreement, dated October 22, 2009,
by and among the Company, Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc.
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5.1
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Opinion of
Venable LLP
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8.1
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Opinion of
OMelveny & Myers LLP
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23.1
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Consent of
Venable LLP (included in Exhibit 5.1)
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23.2
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Consent of
OMelveny & Myers LLP (included in Exhibit 8.1)
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99.1
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Press Release of
the Company dated October 22, 2009
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99.2
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Press Release of
the Company dated October 23, 2009
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2
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, thereunto duly authorized.
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THE
MACERICH COMPANY
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(Registrant)
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By:
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/s/
Thomas E. OHern
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Date:
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October 23, 2009
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Thomas E. OHern
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Senior
Executive Vice President, Chief Financial Officer and Treasurer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated October 22, 2009,
by and among the Company, Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc.
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5.1
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Opinion of Venable
LLP
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8.1
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Opinion of
OMelveny & Myers LLP
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23.1
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Consent of
Venable LLP (included in Exhibit 5.1)
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23.2
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Consent of
OMelveny & Myers LLP (included in Exhibit 8.1)
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99.1
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Press
Release of the Company dated October 22, 2009
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99.2
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Press Release of
the Company dated October 23, 2009
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4
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