| ITEM 1.01 |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
| ITEM 2.03 |
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
On February 24, 2026, The Macerich Company, a Maryland corporation (the “Company”), as a guarantor, The Macerich Partnership, L.P., a Delaware limited partnership and the operating partnership of the Company (the “Borrower” or “Partnership”), as the borrower, certain subsidiary guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, BMO Capital Markets Corp., TD Securities (USA) LLC, and Morgan Stanley Senior Funding, Inc. as joint lead arrangers and joint bookrunning managers, Deutsche Bank Securities Inc. and JPMorgan Chase Bank, N.A., as co-syndication agents, Goldman Sachs Bank USA, BMO Bank N.A., TD Securities (USA) LLC and Morgan Stanley Senior Funding, Inc., as co-documentation agents, and various lenders party thereto entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) which amends and restates that certain Credit Agreement dated as of September 11, 2023 among the Company, the Borrower, certain subsidiary guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent and the lenders party thereto.
The Credit Agreement provides for an aggregate $900 million revolving loan facility that matures on March 1, 2029, with an option for the Borrower to extend maturity until March 1, 2030. The Borrower has the ability from time to time to increase the size of the revolving loan facility up to an aggregate amount of $1.1 billion, subject to the receipt of lender commitments and other conditions. Loans made under the Credit Agreement bear interest, at the Borrower’s election, at either the Base Rate (as defined in the Credit Agreement) or Term SOFR (as defined in the Credit Agreement) plus, in both cases, an applicable margin. The current applicable margin depends on the Company’s overall debt yield and ranges from 0.80% to 2.20% over the selected index rate. Upon the achievement of certain performance thresholds, the applicable margin will depend on the Company’s overall net debt to EBITDA ratio and will be in a range of 0.35% to 1.65% over the selected index rate. As of the date of the Credit Agreement, the applicable margin for Base Rate loans was 0.90% per annum and the applicable margin for Term SOFR loans was 1.90% per annum.
The Borrower may voluntarily repay outstanding amounts under the revolving loan facility, in whole or in part, at any time, subject to customary administrative provisions.
The Credit Agreement includes security in the form of mortgages on certain wholly-owned assets and pledges of the Company’s and certain subsidiaries’ equity interests in certain entities. The Credit Agreement requires the Company to maintain at all times a borrowing base value, based on certain parameters, equal to or greater than the amount of outstanding borrowings on the revolving loan facility (the “Borrowing Base Maintenance Covenant”). Additionally, the Credit Agreement permits the Company to sell or finance portions of the security subject to continued compliance at all times with the Borrowing Base Maintenance Covenant and certain other parameters. All obligations under the Credit Agreement are unconditionally guaranteed by the Company and certain subsidiary guarantors. Upon achieving a certain net debt to EBITDA ratio (referred to in the Credit Agreement as the “Total Leverage Ratio”), and certain other customary conditions, the Borrower has the ability to cause the release of all mortgages securing the obligations under the Credit Agreement.
The Credit Agreement includes financial covenants requiring a minimum total debt yield, minimum fixed charge coverage ratio and maximum floating rate debt. In addition, the Credit Agreement also contains other customary affirmative and negative covenants and events of default.
The Borrower pays a facility fee at a per annum rate on the unused revolving loan facility commitments, payable monthly, and other customary fees, as described in the Credit Agreement.
The foregoing summary of the Credit Agreement, the guaranty and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Credit Agreement and the guaranty, copies of which are attached as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
