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): March 31, 2020
TANGER FACTORY OUTLET CENTERS, INC.
TANGER PROPERTIES LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
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| | North Carolina | | 1-11986 | | 56-1815473 | |
| | (Tanger Factory Outlet Centers, Inc.) | | (Tanger Factory Outlet Centers, Inc.) | | (Tanger Factory Outlet Centers, Inc.) | |
| | North Carolina | | 333-03526-01 | | 56-1822494 | |
| | (Tanger Properties Limited Partnership) | | (Tanger Properties Limited Partnership) | | (Tanger Properties Limited Partnership) | |
| | (State or other jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) | |
3200 Northline Avenue, Suite 360, Greensboro, NC 27408
(Address of principal executive offices)
(336) 292-3010
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
☐ 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: |
| | | | |
| Tanger Factory Outlet Centers, Inc.: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Shares,
$0.01 par value | | SKT | | New York Stock Exchange |
| Tanger Properties Limited Partnership: |
| None |
| Securities registered pursuant to Section 12(g) of the Act: |
| Tanger Factory Outlet Centers, Inc.: None |
| Tanger Properties Limited Partnership: None |
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).
Tanger Factory Outlet Centers, Inc.: Emerging growth company ☐
Tanger Properties Limited Partnership: 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.
Tanger Factory Outlet Centers, Inc.: o
Tanger Properties Limited Partnership: o
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
Tanger Properties Limited Partnership (the “Operating Partnership”), a majority owned subsidiary of Tanger Factory Outlet Centers, Inc. (the “Company”), is party to the Third Amended and Restated Credit Agreement by and among the Operating Partnership, the lenders party thereto, and Bank of America, N.A., as administrative agent and L/C issuer dated January 9, 2018 with the ability to borrow up to $580.0 million under unsecured lines of credit. The Operating Partnership is also party to the Third Amended and Restated Liquidity Credit Agreement by and among the Operating Partnership, the lenders party thereto, and Bank of America, N.A., as administrative agent also dated January 9, 2018 with the ability to borrow up to $20.0 million. Both agreements have a maturity date in October 2021 and contain a one-year extension option (collectively, the "Agreements").
As of December 31, 2019, there was no balance outstanding under the Agreements. On March 31, 2020, in response to the COVID-19 pandemic, the Operating Partnership drew down approximately $479.8 million under the Amended and Restated Credit Agreement which, following previous drawdowns in March 2020, brought the outstanding principal balance under the Agreements to approximately $599.8 million. Based on the Operating Partnership's current debt ratings, the interest rate for borrowings under the Agreements is LIBOR plus 1.00%.
The Operating Partnership borrowed the funds to increase liquidity, preserve financial flexibility and assist the Company and Operating Partnership in meeting their obligations for a sustained period of time until there is more clarity regarding the impact of the COVID-19 pandemic.
Item 7.01. Regulation FD Disclosure
On March 31, 2020, the Company issued a press release withdrawing its previously announced 2020 guidance and announcing the borrowings of approximately $599.8 million under the Agreements. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The information disclosed in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are included with this Report:
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| | |
| Exhibit No. | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBLR document |
SIGNATURES
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 hereunto duly authorized.
Dated: March 31, 2020
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| | | TANGER FACTORY OUTLET CENTERS, INC. |
| | | | | |
| | | By: | /s/ | James F. Williams |
| | | | | James F. Williams |
| | | | | Executive Vice President, Chief Financial Officer |
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| | | TANGER PROPERTIES LIMITED PARTNERSHIP |
| | | | | |
| | | By: TANGER GP TRUST, its sole general partner |
| | | | | |
| | | By: | /s/ | James F. Williams |
| | | | | James F. Williams |
| | | | | Vice President and Treasurer (Principal Financial Officer) |
