0000899715-13-000124.txt : 20130904 0000899715-13-000124.hdr.sgml : 20130904 20130903185901 ACCESSION NUMBER: 0000899715-13-000124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130830 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130904 DATE AS OF CHANGE: 20130903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TANGER FACTORY OUTLET CENTERS INC CENTRAL INDEX KEY: 0000899715 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561815473 STATE OF INCORPORATION: NC FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11986 FILM NUMBER: 131076265 BUSINESS ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 3362923010 MAIL ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TANGER PROPERTIES LTD PARTNERSHIP /NC/ CENTRAL INDEX KEY: 0001004036 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561822494 STATE OF INCORPORATION: NC FISCAL YEAR END: 0105 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-03526-01 FILM NUMBER: 131076266 BUSINESS ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: 3362923010 MAIL ADDRESS: STREET 1: 3200 NORTHLINE AVENUE SUITE 360 CITY: GREENSBORO STATE: NC ZIP: 27408 8-K 1 skt8kdeerpark.htm 8-K SKT 8K Deer Park


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):  August 30, 2013


Tanger Factory Outlet Centers, Inc.
Tanger Properties Limited Partnership
(Exact Name of Registrant as Specified in Charter)

North Carolina
North Carolina
(State or Other Jurisdiction
of Incorporation)
1-11986
333-03526-01
(Commission
File Number)
56-1815473
56-1822494
(IRS Employer
Identification No.)


3200 Northline Avenue, Suite 360  Greensboro, NC 27408
(Address of Principal Executive Offices, including Zip Code)
3200 Northline Avenue, Suite 360  Greensboro, NC 27408
(Address of Principal Executive Offices, including Zip Code)
 
Registrant's telephone number, including area code: (336) 292-3010
 
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:

[ ]
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 8.01 Other Events

On September 3, 2013, the Company issued a press release announcing that it had acquired, as of August 30, 2013, an additional one-third interest in the Tanger Outlets located in Deer Park, New York, and that it had completed a successful refinancing of the existing mortgage and mezzanine loans on the property.

A copy of this press release is attached to this current report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this report:

Exhibit 99.1
Press release announcing the Company's acquisition of an additional one-third interest in the Tanger Outlets located in Deer Park, New York.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  September 3, 2013


TANGER FACTORY OUTLET CENTERS, INC.

By:  /s/ Frank C. Marchisello Jr.                 
Frank C. Marchisello, Jr.
Executive Vice President and Chief Financial Officer


TANGER PROPERTIES LIMITED PARTNERSHIP

By:  TANGER GP TRUST, its sole general partner

By:  /s/ Frank C. Marchisello Jr.                 
Frank C. Marchisello, Jr.
Vice President and Treasurer



EX-99.1 2 exhibit991pressreleasedeer.htm DEER PARK PRESS RELEASE Exhibit 99.1 Press Release Deer Park


EXHIBIT 99.1

Tanger Acquires Controlling Interest in Tanger Outlets
Located on Long Island in Deer Park, New York

Tanger Factory Outlet Centers, Inc. (NYSE: SKT), announced today that it has acquired an additional one-third interest in the Tanger Outlets, located in Deer Park, New York. Tanger now owns two-thirds of the Deer Park property, and in addition to retaining its status as property manager, will control the management, leasing, marketing and other operations of the property. The owner of the remaining one-third interest in the property and Tanger have entered into a Put/Call Agreement through which Tanger may acquire the remaining ownership interest in the future.

“We are pleased to increase our ownership in the Deer Park property. This well-occupied property is currently a traffic leader in our portfolio and generates sales per square foot well above our consolidated portfolio average,” said Steven B. Tanger, President and Chief Executive Officer. “Over time, we expect to continue to upgrade the tenant mix at this high volume, successful property,” he added.

Tanger Outlets in Deer Park is a luxury outlet shopping destination minutes from New York City and located in the heart of Long Island. The center offers 96 outlet stores, 10 restaurants, and a 16 screen movie theater, making it a true value lifestyle destination for the 18 million people living within 60 miles of the center and millions of visitors to the area.

Prior to the acquisition, the partners in the Deer Park property successfully refinanced the existing mortgage and mezzanine loans with a $150.0 million mortgage loan. The new five year mortgage loan bears interest at a 150 basis points spread over LIBOR. Tanger funded the remaining amount necessary to repay the existing mortgage and mezzanine loans on the Deer Park property by borrowing $89.5 million under its unsecured lines of credit. In connection with the refinancing, all default interest associated with the prior loans was waived.

A wholly-owned subsidiary of Tanger then acquired an additional one-third interest in the Deer Park property for $13.4 million in cash and 450,576 Class A common limited partnership units of Tanger Properties Limited Partnership, which represent an equivalent number of SKT common shares. The total consideration of approximately $27.4 million was based on the property's current net operating income and a capitalization rate of approximately 5.6%.

Tanger and the remaining one-third owner of the Deer Park property have entered into a triple net lease to a different wholly-owned subsidiary of Tanger which will operate the property as lessee. The property owners will receive, in proportion to their respective ownership interests, fixed annual lease payments of approximately $2.5 million, plus an amount necessary to pay the interest expense on debt related to the property. Tanger will consolidate the Deer Park property for financial reporting purposes.

As currently financed, the company expects the return on its $116.9 million of invested capital to be approximately 12.6% and for the transaction to be accretive to FFO per share, excluding acquisition costs. Tanger is evaluating various options for extending the average term of its debt and reducing its variable rate exposure. The company intends to select a course of action and complete transactions to further strengthen its balance sheet before the end of 2013. Based upon current market condition, Tanger believes the Deer Park acquisition and any potential future refinancing activities should be approximately neutral to FFO per share, excluding acquisition and transaction costs.






About Tanger Factory Outlet Centers, Inc.

Tanger Factory Outlet Centers, Inc. (NYSE:SKT), is a publicly-traded REIT headquartered in Greensboro, North Carolina that presently operates and owns, or has an ownership interest in, a portfolio of 43 upscale outlet shopping centers in 26 states coast to coast and in Canada, totaling approximately 12.9 million square feet leased to over 2,700 stores operated by more than 470 different brand name companies. More than 180 million shoppers visit Tanger Factory Outlet Centers, Inc. annually.
This news release contains forward-looking statements within the meaning of federal securities laws. These statements may include, but are not limited to, the acquisition's projected impact on FFO per share and the company's leverage profile, the expected return on invested capital, the expectation of upgrading the tenant mix at the property, as well as management's beliefs, expectations, plans, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. These forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those projected due to various factors including, but not limited to:

Actual annual costs under the new mortgage loan will be higher than LIBOR plus the interest rate spread because of other fees and expenses associated with the loan.

The risks associated with interest rate fluctuations, general economic and local real estate conditions, the company's ability to meet its obligations on existing indebtedness or refinance existing indebtedness on favorable terms, the availability and cost of capital, the company's ability to lease its properties, the company's inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, and competition. For a more detailed discussion of the factors that affect our operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

CONTACT: Quentin Pell, 1-336-834-6827, qnpell@tangeroutlet.com