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Friday, February 27th, 2026

The Macerich Company 8-K Filing: Key Terms, Covenants, and Legal Provisions Explained




The Macerich Company: Entry into Material Credit Agreement – Investor Update

The Macerich Company Enters into Second Amended and Restated Credit Agreement

Key Highlights

  • Material Credit Facility: On February 24, 2026, The Macerich Company (“Macerich”) and its operating partnership, The Macerich Partnership, L.P., entered into a Second Amended and Restated Credit Agreement.
  • Significant Lending Syndicate: The agreement is with a syndicate of high-profile financial institutions, including Deutsche Bank AG New York Branch (as administrative agent), JPMorgan Chase Bank, Goldman Sachs Bank USA, BMO Bank N.A., TD Securities (USA) LLC, and Morgan Stanley Senior Funding, Inc., among others.
  • Material Definitive Agreement: This agreement represents a significant financial commitment and flexibility, likely to impact Macerich’s liquidity, borrowing capacity, and overall financial position.
  • Multiple Lenders and Agents: The syndicate structure provides diversification of funding sources and enhances the Company’s financial stability.
  • Comprehensive Terms: The agreement covers revolving commitments, incremental facilities, letters of credit, security arrangements, representations, warranties, and both affirmative and negative covenants.

Details of the Credit Agreement

  • Amendment and Restatement: The agreement is an update to existing credit facilities, reflecting revised terms and expanded lender participation.
  • Revolving Commitments & Borrowing Base: The agreement outlines the structure for revolving credit, including borrowing base assets, calculation of borrowing value, and conditions for borrowing requests.
  • Incremental Facility: Provisions for facility increases allow Macerich to request additional funding under specific conditions, subject to lender approval.
  • Security & Guarantees: The agreement includes pledges, guarantees from subsidiary entities, and REIT (Real Estate Investment Trust) guarantees, ensuring lenders have adequate security.
  • Conditions & Covenants: The facility contains detailed financial and operational covenants, including requirements for financial reporting, maintenance of insurance, compliance with laws, and restrictions on additional indebtedness, liens, and asset dispositions.
  • Potentially Price-Sensitive Aspects:
    • Liquidity Impact: Enhanced credit access may improve Macerich’s liquidity profile and could support future growth initiatives, acquisitions, or refinancing activities.
    • Financial Covenants: Investors should be aware of the covenants, as breaches could trigger defaults, accelerate repayment obligations, or restrict dividends.
    • REIT Status: The agreement requires the Company to maintain REIT status, which is critical for tax efficiency and investor distributions.
    • Events of Default: Any occurrence of default (e.g., non-compliance with financial ratios, cross-defaults, or breaches of representations) could have a material adverse effect on Macerich’s financial position and share price.

Shareholder Considerations & Potential Market Impact

  • This announcement is material and potentially price-sensitive, as it directly affects the Company’s financial structure, leverage, capital flexibility, and risk profile.
  • Improved access to diversified funding sources and robust credit support may enhance Macerich’s ability to navigate market uncertainties, invest in new projects, and deliver shareholder value.
  • The presence of strict financial covenants and lender protections means shareholders should monitor compliance closely, as breaches could lead to financial distress or restrictions on distributions.
  • Maintaining REIT status and compliance with covenants is essential for continued tax advantages and dividend payments, both of which are critical to Macerich’s investment case.

Conclusion

The Second Amended and Restated Credit Agreement represents a significant step in Macerich’s financial management strategy. By securing a large, multi-lender credit facility with comprehensive terms and protections, Macerich is positioned for greater financial flexibility and resilience. However, shareholders should be mindful of the covenants and obligations that, if breached, could have an adverse effect on the Company’s financial health and share price.


Disclaimer: This article is based on a review of the official SEC filing and associated agreements. It does not constitute investment advice. Investors should review the full text of the agreement and consult their financial advisors before making investment decisions. Material adverse changes, defaults, or covenant breaches could significantly impact share value.




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