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 February 1, 2021 (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 (the “Distribution Agreement”), dated as of February 1, 2021, with Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, 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. 333-240975) filed with the SEC on August 5, 2020 (the “Registration Statement”).
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
