Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
Tanger Properties Limited Partnership (the "Operating Partnership"), a majority
owned subsidiary of Tanger Factory Outlet Centers, Inc. (the "Company"), is
party to the Third Amended and Restated Credit Agreement by and among the
Operating Partnership, the lenders party thereto, and Bank of America, N.A., as
administrative agent and L/C issuer dated January 9, 2018 with the ability to
borrow up to $580.0 million under unsecured lines of credit. The Operating
Partnership is also party to the Third Amended and Restated Liquidity Credit
Agreement by and among the Operating Partnership, the lenders party thereto, and
Bank of America, N.A., as administrative agent also dated January 9, 2018 with
the ability to borrow up to $20.0 million. Both agreements have a maturity date
in October 2021 and contain a one-year extension option (collectively, the
"Agreements").
As of December 31, 2019, there was no balance outstanding under the Agreements.
On March 31, 2020, in response to the COVID-19 pandemic, the Operating
Partnership drew down approximately $479.8 million under the Amended and
Restated Credit Agreement which, following previous drawdowns in March 2020,
brought the outstanding principal balance under the Agreements to approximately
$599.8 million. Based on the Operating Partnership's current debt ratings, the
interest rate for borrowings under the Agreements is LIBOR plus 1.00%.
The Operating Partnership borrowed the funds to increase liquidity, preserve
financial flexibility and assist the Company and Operating Partnership in
meeting their obligations for a sustained period of time until there is more
clarity regarding the impact of the COVID-19 pandemic.
Item 7.01. Regulation FD Disclosure
On March 31, 2020, the Company issued a press release withdrawing its previously
announced 2020 guidance and announcing the borrowings of approximately $599.8
million under the Agreements. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
solely for purposes of this Item 7.01 disclosure.
The information disclosed in this Item 7.01 (including Exhibit 99.1) shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are included with this Report:
Exhibit No.
99.1 Press release dated March 31, 2020
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