8-K: Current report filing
Published on June 12, 2008
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
earliest event reported): June 10, 2008
Tanger
Factory Outlet Centers, Inc.
Tanger
Properties Limited Partnership
(Exact
Name of Registrant as Specified in Charter)
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North
Carolina
North
Carolina
(State
or Other Jurisdiction
of
Incorporation)
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1-11986
33-99736-01
(Commission
File
Number)
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56-1815473
56-1822494
(IRS
Employer
Identification
No.)
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3200
Northline Avenue, Suite 360 Greensboro, NC 27408
(Address
of Principal Executive Offices, including Zip
Code)
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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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 – Registrant’s Business and
Operations
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Item
1.01
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Entry
Into a Definitive Material
Agreement
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On June
10, 2008, Tanger Properties Limited Partnership (the “Operating Partnership”), a
majority owned subsidiary of Tanger Factory Outlet Centers, Inc. (the “Company”)
closed on a $235.0 million unsecured three year term loan
facility. The syndicated facility was jointly arranged by Banc of
America Securities LLC and Wells Fargo Bank, N.A., with Bank of America, N.A.
serving as Administrative Agent and Wells Fargo Bank, N.A. serving as
Syndication Agent. The facility bears interest at a spread over LIBOR
of 160 basis points, with the spread adjusting over time, based upon the debt
ratings of the company. We currently maintain investment grade
ratings with Moody’s Investors Service (Baa3 stable) and Standard and Poor’s
Ratings Services (BBB- positive).
Proceeds
from the offering will be used to repay our only remaining mortgage loan with a
principal balance of approximately $170.7 million. Upon the repayment
of this mortgage, which is expected to occur by the end of June 2008, our entire
portfolio of wholly-owned properties will be unencumbered. The
remaining proceeds of approximately $62.8 million, net of closing costs, will be
applied against amounts outstanding on our unsecured lines of credit and to
settle the interest rate lock protection agreements discussed in Item 1.02
below.
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Item
1.02
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Termination
of a Material Definitive Agreement
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On June
11, 2008, we completed the termination settlement of $200 million of interest
rate lock protection agreements which fixed the US Treasury index at an average
rate of 4.62% for 10 years from such date in July 2008. We originally
entered into these agreements in 2005 in anticipation of a public debt offering
during 2008, based on the 10 year US Treasury rate. Upon the closing
of the LIBOR based unsecured term loan facility described in Item 1.01 above, we
have determined the likelihood of such a US Treasury based debt offering to be
not probable. The settlement of the interest rate lock protection
agreements, at a total cost of $8.9 million, will be reflected as a charge to
earnings in our second quarter 2008 operating results and funds from
operations.
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Section
2 – Financial Information
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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The
information required by this Item 2.03 is set forth in Item 1.01 above, which is
incorporated herein by reference.
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Section
7 – Regulation FD
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Item
7.01
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Regulation
FD Disclosure
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On June
11, 2008, we issued a press release announcing the closing on the term loan
facility and the termination settlement of the interest rate lock protection
agreements. A copy of such press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K. Pursuant to the rules and
regulations of the Securities and Exchange Commission, such exhibit and the
information set forth therein are deemed to have been furnished and shall not be
deemed to be "filed" under the Securities Exchange Act of 1934.
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Section
9 - Financial Statements and
Exhibits
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Item
9.01
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Financial
Statements and Exhibits
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(c)
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Exhibits
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The
following exhibits are included with this Report:
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Exhibit
10.21
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Term
loan credit agreement dated June 10, 2008 between Tanger Properties
Limited Partnership and Banc of America Securities LLC and Wells Fargo
Bank, N.A., with Bank of America, N.A. serving as Administrative Agent and
Wells Fargo Bank, N.A. serving as Syndication Agent.
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Exhibit
99.1
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Press
release announcing closing on $235.0 million unsecured term loan facility
and termination settlement of derivative contracts.
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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: June
11, 2008
TANGER
FACTORY OUTLET CENTERS, INC.
By:/s/ Stanley K.
Tanger
Stanley
K. Tanger
Chairman of
the Board of Directors, Chief Executive Officer
TANGER
PROPERTIES LIMITED PARTNERSHIP
By:TANGER
GP TRUST, its sole general partner
By:/s/ Stanley K.
Tanger
Stanley
K. Tanger
Chairman of
the Board of Trustees, Chief Executive Officer
EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
10.21
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Term
loan credit agreement dated June 10, 2008 between Tanger Properties
Limited Partnership and Banc of America Securities LLC and Wells Fargo
Bank, N.A., with Bank of America, N.A. serving as Administrative Agent and
Wells Fargo Bank, N.A. serving as Syndication Agent.
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Exhibit
99.1
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Press
release announcing closing on $235.0 million unsecured term loan facility
and termination settlement of derivative contracts.
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