UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of Earliest Event Reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 8.01 | OTHER EVENTS. |
In connection with the commencement of an “at the market” offering program (the “ATM Program”), The Macerich Company (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement dated November 12, 2024 (the “Prospectus Supplement”) pursuant to which the Company may issue and sell shares of its common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $500 million (the “Shares”) in amounts and at times to be determined by the Company.
In connection with the ATM Program, the Company entered into an Equity Distribution Agreement, dated as of November 12, 2024 (the “Distribution Agreement”), with J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and TD Securities (USA) LLC, as sales agents (individually, a “Sales Agent” and, together, the “Sales Agents”). Pursuant to the terms of the Distribution Agreement, the Company may issue and sell the Shares from time to time through one or more of the Sales Agents as its sales agents and/or principals. Sales of the Shares, if any, may be made in privately negotiated transactions and/or any other method permitted by law, including block trades or sales deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, which includes sales made directly on the New York Stock Exchange, sales made to or through a market maker other than on an exchange or sales through an electronic communications network. The Company will pay each Sales Agent a commission that will not exceed, but may be lower than, 2% of the gross proceeds of the Shares sold pursuant to the Distribution Agreement by such Sales Agent.
The Company may sell the Shares in amounts and at times to be determined by the Company from time to time, although the Company has no obligation to sell any of the Shares. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others), market conditions, the trading price of the Company’s Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. The Company will contribute the net proceeds from the sale of any Shares to The Macerich Partnership, L.P. (the “Operating Partnership”), of which the Company is the sole general partner. The Operating Partnership intends to use the net proceeds from the sale of the Shares to repay indebtedness outstanding from time to time and for general corporate purposes. The Company or any of the Sales Agents may at any time suspend the offering or terminate the Distribution Agreement pursuant to its terms.
The Shares will be issued pursuant to the Prospectus Supplement and the Company’s registration statement on Form S-3 (File No. 333-273707) filed with the SEC on August 4, 2023 (the “Registration Statement”).
The Company previously had a separate “at the market” offering program (the “Prior ATM Program”) pursuant to an equity distribution agreement, dated as of March 26, 2021, as amended by amendment no. 1 to the equity distribution agreement entered into on May 17, 2021 and amendment no. 2 to the equity distribution agreement entered into on August 4, 2023 (as amended, the “Prior Distribution Agreement”), which provided for the issuance and sale of shares of the Company’s Common Stock having an aggregate offering price of up to $500,000,000 from time to time through the sales agents party to the Prior Distribution Agreement. The Prior ATM Program was fully utilized as of September 30, 2024 and is no longer active.
The foregoing description of the Distribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Distribution Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
A copy of the legal opinion of the Company’s counsel, Venable LLP, relating to the legality of the Shares covered by the Prospectus Supplement is attached hereto as Exhibit 5.1 and is incorporated herein by reference and into the Registration Statement.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Equity Distribution Agreement, dated as of November 12, 2024, by and among The Macerich Company and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and TD Securities (USA) LLC | |
| 5.1 | Opinion of Venable LLP regarding the legality of the shares offered | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| THE MACERICH COMPANY | ||||||
| By: | ANN C. MENARD | |||||
| November 12, 2024 |
/s/ Ann C. Menard | |||||
| Date | Senior Executive Vice President, | |||||
| Chief Legal Officer and Secretary | ||||||