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| SKT > SEC Filings for SKT > Form 8-K on 14-Aug-2009 | All Recent SEC Filings |
14-Aug-2009
Entry into a Material Definitive Agreement, Regulation FD Discl
On August 14, 2009, Tanger Factory Outlet Centers, Inc. (the "Company") announced that it has completed a public offering of 3,450,000 common shares at a price of $35.50 per share (the "Offering"), including 450,000 common shares issued and sold upon the full exercise of the underwriters' overallotment option. BofA Merrill Lynch and Goldman, Sachs & Co. served as the joint book-running managers.
The net proceeds to the company from the offering, after deducting underwriting commissions and discounts and estimated offering expenses, were approximately $116.8 million. The Company used the net proceeds from the offering to repay borrowings under its unsecured lines of credit and for general corporate purposes.
A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1.
On August 14, 2009, the Company issued a press release announcing the completion of the Offering, a copy of which is furnished as Exhibit 99.1. Solely as a result of the equity offering, the Company has updated it 2009 funds from operations ("FFO") guidance to $2.45 to $2.51 per diluted share from $2.54 to $2.60 per diluted share and its net income guidance to $1.22 to $1.28 from $1.27 to $1.33 per diluted share. The Company's earnings estimates do not include the impact of any potential gains on the sale of land parcels or the impact of any potential sales or acquisitions of properties.
The information contained in Section 7.01 of this report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specified otherwise.
(c) Exhibits
The following exhibits are included with this Report:
Exhibit 1.1 Underwriting Agreement dated August 11, 2009 by and among Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co., as representatives of the several Underwriters named on Schedule I therein.
Exhibit 1.2 Fifth Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K.
Exhibit 5.1 Opinion of Vernon, Vernon, Wooten, Brown, Andrews & Garrett, P.A.
Exhibit 99.1 Press release announcing the completion of a public offering of 3,450,000 common shares dated August 14, 2009.
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