Macerich Announces $2.333 Billion Agreement to Acquire Wilmorite
SANTA MONICA, Calif., Dec. 23 /PRNewswire-FirstCall/ -- The
Macerich Partnership L.P., the operating partnership of The
Macerich Company (NYSE:MAC), today announced that it has signed a
definitive agreement to acquire Wilmorite Properties, Inc. and
Wilmorite Holdings L.P. ("Wilmorite"). The total purchase price
will be approximately $2.333 billion, including the assumption of
approximately $882 million of existing debt at an average interest
rate of 6.43% and the issuance of convertible preferred units and
common units totaling an estimated $320 million. Each limited
partner of Wilmorite Holdings L.P. will be entitled to elect to
receive cash, the convertible preferred units or the common units.
The convertible preferred units will have a liquidation preference
of $62.39 per unit, a conversion price of $74.87 per unit and an
initial dividend yield of approximately 5.75% of the liquidation
preference. Approximately $210 million of the convertible preferred
units can be redeemed, subject to certain conditions, for that
portion of the Wilmorite portfolio generally located in the greater
Rochester area. The balance of the consideration to Wilmorite's
equity holders will be paid in cash. This transaction has been
approved by each company's Board of Directors, subject to customary
closing conditions. A majority-in-interest of the limited partners
of Wilmorite Holdings L.P. and of the stockholders of its general
partner, Wilmorite Properties, Inc., have also approved this
acquisition. It is currently anticipated that this transaction will
be completed in March, 2005. Wilmorite's existing portfolio
includes interests in 11 regional malls and two open-air community
centers, with 13.4 million square feet of space located in
Connecticut, New York, New Jersey, Kentucky and Virginia.
Approximately 5 million square feet of gross leaseable area is
located at three premier regional malls: Tysons Corner Center in
McLean, Virginia, Freehold Raceway Mall in Freehold, New Jersey and
Danbury Fair Mall in Danbury, Connecticut. The average tenant sales
per square foot, for these three centers, is in excess of $525. The
total portfolio average of mall store annual sales per square foot
is $403. On a pro forma basis reflecting this acquisition, Macerich
will own 74 regional malls with total portfolio square footage
increasing to approximately 75.4 million square feet. Commenting on
the transaction, Arthur Coppola, president and chief executive
officer of Macerich stated, "We are very pleased to be entering
into this agreement with Wilmorite, the leading private shopping
center owner, developer and manager in the northeast. Wilmorite has
a 50 year history of success achieved through a commitment to
strategic locations in the northeast markets, and the development
and acquisition of high-quality assets. The addition of Tysons
Corner Center, Freehold Raceway Mall and Danbury Fair Mall combined
with our recently expanded Queens Center gives us four premier
super-regional malls in the East with combined total annual retail
sales in excess of $2 billion. This portfolio is particularly
appealing due to the strong internal growth we expect from these
assets. Furthermore there are significant expansion and
redevelopment opportunities at Tysons and Freehold." John W.
Anderson, president and chief executive officer of Wilmorite
Properties, Inc. stated, "We are delighted that Wilmorite will
become part of such a strong and successful company. Macerich has a
great track record and a long history in the mall ownership and
redevelopment business. The combined strengths of both
organizations will have a positive impact on our mall portfolio."
In addition to the assumed debt and the common and convertible
preferred units, the transaction financing has been arranged and
will include a $600 million five year unsecured term note and a
$300 million interim loan with a term of up to 1.5 years. In
November, Macerich provided guidance of its estimated 2005 Funds
from Operations ("FFO") per share-diluted in the range of $4.20 to
$4.30. Management expects the Wilmorite acquisition to be neutral
to FFO in 2005 and is reaffirming its 2005 FFO per share guidance.
Further FFO and EPS guidance will be given after the closing of the
transaction. Deutsche Bank Securities, Inc. acted as financial
advisor and O'Melveny & Myers LLP acted as legal counsel to
Macerich on the transaction. Morgan Stanley acted as financial
advisor and Goodwin Procter LLP and Harris Beach LLP acted as
counsel to Wilmorite on this transaction. The Macerich Company is a
fully integrated self-managed and self-administered real estate
investment trust, which focuses on the acquisition, leasing,
management, development and redevelopment of regional malls
throughout the United States. The Company is the sole general
partner and owns an 81% ownership interest in The Macerich
Partnership, L.P. Macerich now owns approximately 62 million square
feet of gross leaseable area consisting primarily of interests in
63 regional malls. Additional information about The Macerich
Company can be obtained from the Company's web site at
http://www.macerich.com/. Investor Conference Call The Company will
provide an online Web simulcast and rebroadcast to discuss the
acquisition. The call will be available on The Macerich Company's
website at http://www.macerich.com/ and through CCBN at
http://www.fulldisclosure.com/. The call begins today, December 23,
2004 at 10:30 AM Pacific Time. To listen to the call, please go to
any of these web sites at least 15 minutes prior to the call in
order to register and download audio software if needed. An online
replay at http://www.macerich.com/ will be available for one year
after the call. Note: This release contains statements that
constitute forward-looking statements. Stockholders are cautioned
that any such forward-looking statements are not guarantees of
future performance and involve risks, uncertainties and other
factors that may cause actual results, performance or achievements
of the Company to vary materially from those anticipated, expected
or projected. Such factors include, among others, general industry,
economic and business conditions, which will, among other things,
affect demand for retail space or retail goods, availability and
creditworthiness of current and prospective tenants, anchor or
tenant bankruptcies, closures, mergers or consolidations, lease
rates and terms, interest rate fluctuations, availability and cost
of financing and operating expenses; adverse changes in the real
estate markets including, among other things, competition from
other companies, retail formats and technology, risks of real
estate development and redevelopment, acquisitions and
dispositions; governmental actions and initiatives (including
legislative and regulatory changes); environmental and safety
requirements; and terrorist activities which could adversely affect
all of the above factors. The reader is directed to the Company's
various filings with the Securities and Exchange Commission, for a
discussion of such risks and uncertainties. Non-Anchor Location
Ownership Total GLA (1) GLA (1) Premier Asset Group Tysons Corner
Center McLean, VA 50% 2,016,940 1,080,383 Danbury Fair Mall
Danbury, CT 100% 1,309,313 517,552 Freehold Raceway Mall Freehold,
NJ 100% 1,594,888 803,264 Tysons Corner Office McLean, VA 50%
170,473 170,473 5,091,614 2,571,672 Upstate New York Group Great
Northern Mall Clay, NY 100% 897,785 502,797 Rotterdam Square
Schenectady, NY 100% 557,067 268,603 Shoppingtown Mall Dewitt, NY
100% 1,029,499 496,047 Towne Mall Elizabethtown, KY 100% 353,634
162,762 Wilton Mall Sarasota at Saratoga Springs, NY 100% 661,832
436,516 3,499,817 1,866,725 Rochester Group Eastview Commons
Victor, NY 100% 343,465 -- Eastview Mall Victor, NY 100% 1,342,004
700,733 Greece Ridge Center Greece, NY 100% 1,579,137 792,283
Marketplace Mall Henrietta, NY 37.5% 1,023,033 426,184 Pittsford
Plaza Pittsford, NY 63.6% 525,903 160,370 4,813,542 2,079,570 Total
Portfolio 13,404,973 6,517,967 (1) Tysons GLA after redevelopment
Occupancy Anchors Premier Asset Group Tysons Corner Center 97%
Bloomingdales, Hecht's, Nordstrom, Lord & Taylor, LL Bean
Danbury Fair Mall 98% Macy's, Filenes, Sears, JC Penney, Lord &
Taylor Freehold Raceway Mall 97% Macy's, Nordstrom, JC Penney,
Sears, Lord & Taylor Tysons Corner Office 100% Upstate New York
Group Great Northern Mall 90% Sears, Bon Ton, Kaufmann's, Dick's
Rotterdam Square 88% Filenes, Sears, Kmart Shoppingtown Mall 80%
Sears, JC Penney, Kaufmann's, Bon Ton, Dick's Towne Mall 86% Sears,
Proffitts, JC Penney, Dawahares Wilton Mall at Saratoga 89% Sears,
Bon Ton, Dick's, JC Penney Rochester Group Eastview Commons 100%
Home Depot, Target, Linens & Things, Old Navy, Staples Eastview
Mall 97% Kaufmann's, JC Penney, Bon Ton, Sears, Lord & Taylor
Greece Ridge Center 92% JC Penney, Kaufmann's & Home, Bon Ton,
Sears, Burlington Coat, Dick's, Regal Cinema Marketplace Mall 91%
JC Penney, Sears, Kaufmann's, Bon Ton, Galyan's Pittsford Plaza
100% Chase Pitkin Home & Garden, Cohoes, Barnes & Noble,
Bed Bath & Beyond, TJ Maxx, Michaels, Pittsford Cinemas
DATASOURCE: The Macerich Company CONTACT: Arthur Coppola, President
and Chief Executive Officer, or Thomas O'Hern, Executive Vice
President and CFO, +1-310-394-6000, or Edward Coppola, Senior
Executive Vice President, +1-972-385-9858, all of The Macerich
Company Web site: http://www.fulldisclosure.com/ Web site:
http://www.macerich.com/
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