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): October 21, 2009

 

THE MACERICH COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

1-12504

 

95-4448705

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

401 Wilshire Boulevard, Suite 700
Santa Monica, California

 

90401

(Address of Principal Executive Offices)

 

(Zip Code)

 

(310) 394-6000

(Registrant’s Telephone Number, Including Area Code)

 

Not applicable

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01                                             Regulation FD Disclosure.

 

On October 21, 2009, The Macerich Company (the “Company”) issued a press release announcing updated earnings guidance for 2009.

 

A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. 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 under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 8.01                                             Other Events.

 

On October 21, 2009, the Company issued a press release announcing the proposed offering of its common stock in an underwritten public offering pursuant to an automatic shelf registration statement previously filed with the Securities and Exchange Commission.  A copy of the press release is attached hereto as Exhibit 99.2.

 

Item 9.01                                             Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

99.1                           Press Release of the Company dated October 21, 2009 announcing updated earnings guidance for 2009.

 

99.2                           Press Release of the Company dated October 21, 2009 announcing a proposed public offering of common stock.

 

2



 

SIGNATURE

 

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, thereunto duly authorized.

 

 

 

 

 

THE MACERICH COMPANY

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

By:

/s/ Thomas E. O’Hern

Date:

October 21, 2009

 

 

Thomas E. O’Hern

 

 

 

Senior Executive Vice President, Chief Financial Officer and Treasurer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of the Company dated October 21, 2009 announcing updated earnings guidance for 2009.

 

 

 

99.2

 

Press Release of the Company dated October 21, 2009 announcing a proposed public offering of common stock.

 

4


Exhibit 99.1

 

PRESS RELEASE

 

MACERICH PROVIDES UPDATED EARNINGS GUIDANCE FOR 2009

 

Santa Monica, CA (10/21/09)—The Macerich Company (NYSE Symbol: MAC) today announced that the company has revised its earnings guidance for 2009.

 

2009 Guidance Update

 

Management is providing revised guidance for both FFO per share-diluted and EPS for 2009. The revised guidance reflects the impact of the recently completed joint ventures and non-core asset sales. The reconciliation from the prior guidance is reflected below:

 

 

 

Low End

 

High End

 

Previous FFO per share guidance

 

$

4.25

 

$

4.55

 

Impact of joint ventures completed in 3Q 2009 (1)

 

(.12

)

(.12

)

Impact of sales of non core assets during 2009 (2)

 

(.05

)

(.05

)

Impairment charge incurred in 2Q 2009 (3)

 

(.28

)

(.28

)

 

 

 

 

 

 

Potential offering of 12 million common shares

 

(.13

)

(.13

)

Impact of reducing expected same center EBITDA to -1.0% to -1.50%

 

(.10

)

(.10

)

Other factors including impact of issuing stock dividends

 

(.07

)

(.07

)

Revised FFO per share estimate for 2009:

 

$

3.50

 

$

3.80

 

 


(1)   Includes recently announced joint ventures involving the following properties: Queens Center, FlatIron Crossings Mall, Freehold Raceway Mall, and Chandler Fashion Center.

(2)   Year-to-date, the company has completed the sale of non core assets in the amount of $95MM.  These assets were unencumbered.

(3)   Reflects a 2Q2009 impairment charge of $27 million on assets held for sale and which were sold in 3Q2009.

 

The following table provides the reconciliation of the range of estimated EPS to estimated FFO per diluted-share.

 

For the year ending December 31, 2009

 

Low End

 

High End

 

Estimated EPS

 

$

1.40

 

$

1.70

 

Less gain on sale of depreciated assets

 

(1.37

)

(1.37

)

Depreciation and amortization including pro rata share of joint ventures

 

3.47

 

3.47

 

Revised estimated diluted FFO per share

 

$

3.50

 

$

3.80

 

Plus: Interest Expense

 

3.61

 

3.61

 

Plus: Non real estate depreciation, amortization of loan costs, income taxes, impairment charges and less gain on sale of undepreciated assets

 

.39

 

.39

 

Net operating income per share

 

$

7.50

 

$

7.80

 

 

The Company’s 2009 earnings guidance is based upon its internal forecasting and planning process and on many assumptions including management’s current view of market and economic conditions, including those specifically impacting the regional mall business.  Due to the uncertainty in the timing and economics of dispositions and acquisitions of assets and joint venture interests, the guidance ranges do not include any potential impact from such future dispositions or acquisitions.

 



 

Macerich 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 87% ownership interest in The Macerich Partnership, L.P. Macerich now owns approximately 75 million square feet of gross leaseable area consisting primarily of interests in 72 regional malls. Additional information about Macerich can be obtained from the Company’s Web site at www.macerich.com.

 

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, terms 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; the liquidity of real estate investments, 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, including the Annual Report on Form 10-K for the year ended December 31, 2008 and the Quarterly Reports on Form 10-Q, for a discussion of such risks and uncertainties, which discussion is incorporated herein by reference. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events unless required by law to do so.

 

SOURCE: The Macerich Company

CONTACT: Arthur Coppola, Chairman and Chief Executive Officer, or Thomas E. O’Hern, Senior Executive Vice President and Chief Financial Officer, both of The Macerich Company, +1-310-394-6000

Web Site: http://www.macerich.com

 


Exhibit 99.2

 

PRESS RELEASE

 

MACERICH ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

 

Santa Monica, CA (10/21/09)—The Macerich Company (NYSE Symbol: MAC) today announced that it intends to offer to sell, subject to market and other conditions, 12,000,000 shares of its common stock in an underwritten public offering.  Macerich intends to grant the underwriters a 30-day option to purchase up to 1,800,000 additional shares to cover over-allotments, if any.  Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. are acting as joint book-running managers and underwriters for the offering.

 

Macerich intends to use the net proceeds of the offering to repay a portion of the outstanding balance under its $1.5 billion revolving line of credit.

 

Macerich has filed an automatic shelf registration statement on Form S-3 relating to the securities described above with the Securities and Exchange Commission, which registration statement became effective upon such filing.  This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.  The offering may be made only by means of the prospectus relating to the proposed offering.

 

To obtain a copy of the prospectus for this offering, please contact Deutsche Bank Securities Inc., Attention: Prospectus Department, 100 Plaza One, Jersey City, New Jersey 07311, Telephone: (800) 503-4611; or J.P. Morgan Securities Inc., National Statement Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, New York, 11425, or (718) 242-8002.

 

Macerich 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.

 

Note: This release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 Macerich 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, terms 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; the liquidity of real estate

 



 

investments, 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 Macerich’s various filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2008 and the Quarterly Reports on Form 10-Q, for a discussion of such risks and uncertainties. Macerich does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events unless required by law to do so.

 

SOURCE: The Macerich Company

CONTACT: Arthur Coppola, Chairman and Chief Executive Officer, or Thomas E. O’Hern, Senior Executive Vice President and Chief Financial Officer, both of The Macerich Company, +1-310-394-6000