On August 5, 2020, The Macerich Company (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3 (the “New Registration Statement”) to replace the Company’s existing automatic shelf registration statement on Form S-3 (No. 333-219872) filed with the SEC on August 10, 2017 (the “Prior Registration Statement”), which was scheduled to expire on August 10, 2020 pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended. The Prior Registration Statement terminated upon the effectiveness on August 5, 2020 of the New Registration Statement.
In connection with the filing of the New Registration Statement, the Company also filed four prospectus supplements that will continue offerings that were previously covered by prospectus supplements and the accompanying prospectus to the Prior Registration Statement relating to:
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(a)
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the issuance of up to an aggregate of 126,265 shares of common stock, par value $0.01 per share (the “Common Stock”) that may be issued to holders of (i) common units (“MACWH Units”) of limited partnership interest in MACWH, LP, a Delaware limited partnership (“MACWH”), and those MACWH Units that may be issued in the future upon conversion of the Class A convertible preferred units (“MACWH CPUs”) of limited partnership interest in MACWH, upon tender of those MACWH Units for redemption; (ii) MACWH CPUs, upon tender of those MACWH CPUs for redemption; (iii) common units (“OP Units”) of limited partnership interest in The Macerich Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), issued upon conversion of Series D preferred units of limited partnership interest in the Operating Partnership (the “Series D Preferred Units”), upon tender of those OP Units for redemption; and (iv) MACWH Units, MACWH CPUs and Series D Preferred Units as a result of adjustments made to the conversion ratio or factor of those units (the “MACWH Prospectus Supplement”);
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(b)
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the issuance of up to 285,610 shares of Common Stock that may be issued upon redemption of OP Units distributed to holders of OP Units and long term incentive plan units of limited partnership interest of the Operating Partnership (the “OP Unit Prospectus Supplement”);
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(c)
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the resale of up to 11,501,104 shares of Common Stock that may be issued upon redemption of OP Units (the “Resale Prospectus Supplement”); and
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(d)
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the offer and sale, from time to time, of up to 24,562,964 shares of Common Stock by 1700480 Ontario Inc., a corporation existing under the laws of the Province of Ontario and a wholly-owned subsidiary of Ontario Teachers’ Pension Plan Board (“1700480 Ontario”), and any of its transferees or other successors in interest (the “Ontario Prospectus Supplement”).
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The registration of the shares of Common Stock under the Ontario Prospectus Supplement satisfies certain obligations pursuant to a registration rights agreement, dated November 14, 2014, between the Company and 1700480 Ontario, as amended by the letter agreement dated August 8, 2016, and does not necessarily mean that 1700480 Ontario will offer to sell any of the shares.
The Company will not receive any proceeds from the sale of the shares covered by the MACWH Prospectus Supplement, the OP Unit Prospectus Supplement, the Resale Prospectus Supplement or the Ontario Prospectus Supplement.
Copies of the legal opinions of the Company’s counsel, Venable LLP, relating to the legality of the shares of Common Stock covered by the prospectus supplements described above, are attached hereto as Exhibits 5.1, 5.2, 5.3 and 5.4 and are incorporated herein by reference and into the Registration Statement.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.