Macerich Closes Upsized $775 Million Exchangeable Notes Offering with Capped Call

Goodwin’s REITs team advised The Macerich Partnership, L.P. (the “Partnership”), the operating partnership of The Macerich Company (the “Company”) on the Partnership’s 2.25% Exchangeable Senior Notes due 2031 (the “Notes”). The $775 million offering was upsized from $600 million and includes the full exercise of the initial purchasers’ option to purchase $100 million in additional Notes. The initial exchange price of the Notes features a premium of approximately 25% up from the reference price of $23.49 per share. In connection with the offering, the Company and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon exchange of the Notes and effectively raise the initial exchange price of the Notes to $34.06 per share, a 45% premium over the reference price.

Macerich (NYSE: MAC) is a fully integrated, self-managed, self-administered real estate investment trust (REIT). As a leading owner, operator, and developer of high-quality retail real estate in densely populated and attractive US markets, Macerich’s portfolio is concentrated in California, the Pacific Northwest, Phoenix/Scottsdale, and the Metro New York to Washington, DC, corridor.

Goodwin’s product team consisted of Jim Barri, John Servidio, and Kim de Glossop. The REIT and corporate team consisted of David Roberts, Caitlin Tompkins, Paul Heller, and Charlie Davis. Ed Glazer, Benjamin Gossels, and Devan Greevy provided tax advice.

For more information, please see Macerich’s pricing press release for the offering.