0000899715falseNCNC 0000899715 2021-08-10 2021-08-10 0000899715 skt:TangerPropertiesLimitedPartnershipMember 2021-08-10 2021-08-10
 
 
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 10, 2021
 
 
Tanger Factory Outlet Centers, Inc.
Tanger Properties Limited Partnership
(Exact Name of Registrant as Specified in Charter)
 
 
 
North Carolina
North Carolina
  
1-11986
333-03526-01
  
56-1815473
56-1822494
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(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)
(336)
292-3010
(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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
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:
 
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
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).
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. ☐
 
 
 
Item 1.01. Entry into a Material Definitive Agreement.
On August 10, 2021, Tanger Factory Outlet Centers, Inc. (the “Company”), announced that its operating partnership, Tanger Properties Limited Partnership (the “Operating Partnership”), completed a public offering of the Operating Partnership’s $400 million in aggregate principal amount of 2.750% Senior Notes due 2031 (the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of August 5, 2021, with Wells Fargo Securities, LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein. The Notes were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to a shelf registration statement on Form
S-3.
The Underwriting Agreement was previously filed on Form
8-K
on August 6, 2021.
The Notes are governed by the Indenture, dated as of March 1, 1996, among the Operating Partnership, the Company, and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the “Trustee”), as supplemented by the Twelfth Supplemental Indenture, dated as of August 10, 2021 between the Operating Partnership and the Trustee. A copy of the Twelfth Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation.
The information in Item 1.01 is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On August 10, 2021, the Company issued a press release announcing the completion of the offering of the Notes and the intended use of proceeds from the offering to redeem all of the Operating Partnership’s 3.875% senior notes due 2023, approximately $100.0 million in aggregate principal amount outstanding, and all of the Operating Partnership’s 3.75% senior notes due 2024, approximately $250.0 million in aggregate principal amount outstanding, and the remaining proceeds for general corporate purposes. Both series of senior notes are currently redeemable at par plus a “make-whole” premium of approximately $32.4 million in aggregate. The redemption of the senior notes due 2023 is expected to occur on September 6, 2021 and the redemption of the senior notes due 2024 is expected to occur on September 9, 2021. This Form 8-K does not constitute a notice of redemption. The Company’s Operating Partnership has issued redemption notices for both series of senior notes.
A copy of the press release is hereby furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are included with this report:
 
Exhibit 4.1
  
Exhibit 4.2
  
Exhibit 5.1
  
Exhibit 5.2
  
Exhibit 23.1
  
Exhibit 23.2
  
Exhibit 99.1
  
Exhibit 104
  
Cover Page Interactive File (the cover page tags are embedded with the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Dated: August 10, 2021
 
TANGER FACTORY OUTLET CENTERS, INC.
By:
 
/s/ James F. Williams
 
James F. Williams
 
Executive Vice President, Chief Financial Officer and Treasurer
TANGER PROPERTIES LIMITED PARTNERSHIP
By:
 
TANGER GP TRUST, its sole general partner
By:
 
/s/ James F. Williams
 
James F. Williams
 
Vice President and Treasurer