8-K

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):  June 2, 2009

TANGER FACTORY OUTLET CENTERS, INC.

_________________________________________

(Exact name of registrant as specified in its charter)

             North Carolina (State or other jurisdiction of Incorporation)   1-11986 (Commission File Number)                   56-1815473                 (I.R.S. Employer Identification Number)

             3200 Northline Avenue, Greensboro, North Carolina 27408             

(Address of principal executive offices) (Zip Code)

                           (336) 292-3010                                

(Registrants’ 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))

Item 7.01                      Regulation FD Disclosure

Tanger Factory Outlet Centers, Inc. (the “Company”) will present a Powerpoint slideshow at the NAREIT Investor Forum on June 3rd and 4th, 2009. The Powerpoint slideshow is attached hereto as Exhibit 99.1.

Item 9.01         Financial Statements and Exhibits

     (b) Exhibits

  99.1 NAREIT Powerpoint slideshow presentation.

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:  June 2, 2009

TANGER FACTORY OUTLET CENTERS, INC.

By:           /s/ Frank C. Marchisello, Jr.

Frank C. Marchisello, Jr.

Executive Vice President, Chief Financial Officer and Secretary

EX-99.1

1

NAREIT Investor Forum

Wednesday, June 3, 2009

and

Thursday, June 4, 2009

2

•Business Overview

•Summary of 1st Quarter 2009

•Summary of 2008 Financial Results

•Development Update

•Financial Strategies

•2009 Challenges

•History of Consistent Success & Investor Reward

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Business Overview

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4

State of the Industry

Tanger - Myrtle Beach - Hwy 17, SC

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5

Tanger - Myrtle Beach - Hwy 501, NC

Growth Prospects

6

1st Quarter 2009 Highlights

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§11.9% increase in FFO per share to $0.66 from $0.59 for 1Q08.

§2.4% increase in same center NOI.

§Quarter end occupancy of 93.5% for stabilized, wholly-owned properties.

§Comparable tenant sales decreased 3.2% to $338 per square foot.

§Completed an exchange offer on May 8, 2009 resulting in the retirement of
$142.3 millionof Exchangeable Notes and the issuance of approximately 4.9
million common shares.This represents 95.2% of the Exchangeable Notes that
have an initial put date of August 2011.For each $1,000 Note tendered, holders
received 34.2079 common shares.

Impact of Exchange Offer
(Debt to Equity Conversion)

8

Key Financial Ratios as of March 31, 2009:

Actual

Pro-forma*

Limit

Key Bond Covenants (based on GAAP consolidation)

Total debt to adjusted total assets

53%

44%

60%

Secured debt to adjusted total assets

2%

2%

40%

Unencumbered assets to unsecured debt

186%

223%

135%

Interest coverage

3.65 x

4.55 x

2.00 x

*Reflects the reduction in debt that resulted from the exchange offer completed May 8, 2009.

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9

8.4%

4.7%

3.3%

3.3%

3.2%

2.9%

2.8%

2.5%

2.3%

64.4%

The Gap

PVH

Nike

Adidas

VF

Liz

Dress
Barn

Carters

Polo

Other

Retailers

Note:As of March 31, 2009

Portfolio Diversification

2.2%

Jones
Retail
Corp

10

5.6%

Increase

(1) After FSP 14-1 restatement of interest expense related to 2026 Exchangeable Notes.

(2) Excludes $2.2 million termination rents, $3.3 million abandonment of due diligence costs,
$8.9 million charge for settlement of T-locks, $406,000 debt prepayment premium. Reduced to
reflect accounting change requiring recognition of interest expense on convertible debt at
market rate, rather than the lower, stated rate.

(3) Represents the midpoint of $2.73 to $2.83 guidance range before adjustment for the dilutive
effect of the exchange offer completed on 05/08/09.Excludes a gain on debt extinguishment of
approximately $10.8 million to be recognized during the second quarter.

11

4.1%Increase

(1) After FSP 14-1 restatement of interest expense related to 2026 Exchangeable Notes.

(2) Excludes $2.2 million termination rents, $3.3 million abandonment of due diligence costs,
$8.9 million charge for settlement of T-locks, $406,000 debt prepayment premium. Reduced to
reflect accounting change requiring recognition of interest expense on convertible debt at market
rate, rather than the lower, state rate.

(3) Represents the midpoint of $2.73 to $2.83 guidance range before adjustment for the dilutive
effect of the exchange offer completed on 05/08/09.Excludes a gain on debt extinguishment of
approximately $10.8 million to be recognized during the second quarter.

12

34%

63%

3%

*Reflects the reduction in debt and additional shares that resulted from the exchange offer
completed May 8, 2009.

13

Summary of 2008 Financial Results

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15

Straight-line releasing spreads = 44.1%
in 2008 (39.7% in 2007)

Straight-line renewal spreads =
17.5% in 2008 (13.9% in 2007)

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18

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Development Update -

New Properties

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Washington, PA(south of Pittsburgh)

82% leased at March 31, 2009

Construction financed through use
    of lines of credit and tax increment
    financing

Estimated stabilized return on cost
   of 10.0 to 10.5%

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21

78% leased at March 31, 2009

Unconsolidated JV

Construction financed through
    $284.0 million mortgage loan
    maturing May 2012 and partner
    equity

Estimated stabilized return on cost
   of 8.5% to 9.0%

22

Development Update -

Pipeline

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Internal Criteria for Development

Predevelopment costs are limited to those associated with:

Costs to control the land (option contract costs)

Pre-leasing costs

Due diligence costs

Criteria required to purchase land and begin development

Positive results of the due diligence process

Pre-leasing of 50% or greater with an acceptable tenant mix and visibility for
leasing of the remaining leasable space to 75%

Receipt of all non-appealable permits required to obtain a building permit.

      Acceptable return on cost analysis

26

Financial Strategies

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Summary of Financial Strategies

The following are strategic objectives of Tanger’s financial decision
making process:

Focus on improving investment grade rating

Maintain quality coverage and leverage ratios

Continue the use of unsecured financing

Maintain relatively low usage on lines of credit

Use off balance sheet joint ventures only when necessary

Maintain manageable levels of debt with staggered maturities

Recycle capital through the sale of non-core assets and land
parcels

Generate capital internally (cash flow in excess of dividends paid)

Limited Exposure to Rising Interest Rates

*Reflects the reduction in debt that resulted from the exchange offer completed 05/08/09.

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29

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Financial Capacity

Current capacity of $325 million under lines of credit

Bank of America, $100 million, 06/30/2011 maturity

Wells Fargo, $100 million, 06/30/2011 maturity

SunTrust, $40 million, 08/31/2011 maturity

BB&T, $35 million, 06/30/2011 maturity

Citicorp, $25 million, 06/30/2011 maturity

Wachovia, $25 million, 06/30/2009 maturity

Tanger’s line of credit usage is currently 60% of total available
capacity under lines of credit (as of May 19, 2009).

30

1.Represents convertible debt remaining after completion of exchange offer on 05/08/09.
Matures August 2026, but puttable at the holders’ option in August 2011.

2.Debt assumed as part of acquisition of Myrtle Beach 17 on 01/05/2009.

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Reinvesting in the Company

$35.5 Million Excess Cash Flow

$56.4 Million Dividends

32

2009 Challenges

Lease Terminations 3Q07 through 1Q09

•Tenants19

•Stores131

•GLA558,794 sf

•Average base rent $17.31 psf

•Base rental revenue$9.7 million

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GLA Terminated by Tenant (sf)‏

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Re-Tenanting Activity

35

Re-Tenanting Activity

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Liquidity and access to capital

Line of credit capacity

Near term debt maturities

Rating agency ratings

Tenant’s performance in the Tanger portfolio

Analysis of Landlord Risk

Top Ten Tenants(in terms of Tanger revenues)

Tanger analyzes the following information for each of our

top ten tenants:

38

History of Consistent Results and
Investor Reward

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Summary

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The strength and stability of our core operating portfolio, as well as the
strength of our balance sheet, leaves us poised to weather the current
economic conditions.

Low cost of occupancy helps the outlet channel continue to be a
viable and profitable means of distribution for retailers and
manufacturers.

Tenant diversification provides Tanger a distinct business advantage.
No single tenant represents more than 8.4% of our gross leasable
area or 5.3% of our total base and percentage rental income.

Geographical diversification of our portfolio of 31 properties
throughout 21 states provides yet another Tanger advantage.

Tenant Lease Term - The typical Tanger lease term, about 5 years,
exceeds the duration of most economic downturns.Tenant rents are
fixed or escalate during the term of the lease.

Strong brand reputation - Shoppers have associated the Tanger
name with a superior shopping experience and true savings on the
best brand names in the nation for nearly 30 years.

Summary

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In these difficult economic times, our financial projections are both
conservative and achievable.In spite of increased projected
vacancy, we will be able to:

Continue earnings growth

Increase average rental rates on renewals and re-
tenanting

Satisfy our cash requirements using net operating income

    Maintain sufficient liquidity without additional required
financing until mid - 2011

Summary