SKT
Tanger INC
NYSE
8-K: Tanger Inc. Announces $400 Million At-the-Market Offering Program
Sentiment:
8-K Filing
24 February 2025 4:05 PM
Tanger Inc. launches a new at-the-market offering program to issue and sell up to $400 million of its common shares, replacing a previous $250 million program.
Capital raise
Tanger Inc. is establishing an at-the-market offering program to issue and sell up to $400 million of its common shares.
The company may sell shares through sales agents, directly to them as principals, or through forward stock purchase transactions.
The net proceeds will be used for general corporate purposes, including property development, debt repayment, and working capital.
Summary
- Tanger Inc. has initiated a new at-the-market (ATM) offering program, allowing the company to issue and sell up to $400 million of its common shares.
- The ATM program replaces a prior ATM offering program which had a remaining capacity of $34.5 million and was terminated on February 24, 2025.
- The company has entered into a sales agreement with several sales agents, forward sellers, and forward purchasers, including BofA Securities, Wells Fargo Securities, BTIG, Nomura Securities International, Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., Bank of America, N.A., Wells Fargo Bank, National Association, Nomura Global Financial Products, Inc., The Bank of Nova Scotia, The Toronto-Dominion Bank and Truist Bank.
- The company may sell shares through the sales agents or directly to them as principals, or through forward stock purchase transactions.
- The sales agreement allows for negotiated transactions, block trades, or at-the-market offerings at prevailing market prices.
- Sales agents will receive compensation not exceeding 2.0% of the gross sales price of shares sold through them.
- The company intends to use the net proceeds for general corporate purposes, including property development or acquisition, center expansion and improvement, joint venture investments, debt repayment, and working capital.
- The company terminated its existing ATM Equity OfferingSM Sales Agreement, dated as of December 6, 2023, by and among the Company, the Operating Partnership and the parties thereto (the 2023 Sales Agreement).
- Pursuant to the 2023 Sales Agreement, the Company previously issued and sold 4,478,110 Common Shares having an aggregate gross sales price of $145,731,868 and, in addition, the Company entered into forward sales of 1,915,762 Common Shares having an aggregate gross sales price of $69,730,795, which have outside settlement dates of December 31, 2025 and March 31, 2026, and have not settled as of the date hereof (the Outstanding Forward Sales), by means of a prospectus supplement dated December 6, 2023.
Sentiment
Score: 6
Explanation: The sentiment is neutral. While the ATM offering provides financial flexibility, it also introduces potential dilution for existing shareholders. The company's intended use of proceeds is positive, but the overall impact is balanced.
Positives
- The ATM program provides Tanger Inc. with flexibility in raising capital as needed.
- The company has access to a diverse group of sales agents and forward purchasers.
- The intended use of proceeds includes investments in growth opportunities and debt reduction.
Negatives
- The ATM offering could dilute existing shareholders' equity.
- The company may not receive any proceeds if it elects to cash settle or net share settle any forward sale agreement.
- Market conditions and the trading price of common shares will influence actual sales.
Risks
- Actual sales of shares will depend on market conditions, trading price, and capital needs.
- The company has no obligation to sell any of the securities and may suspend offers at any time.
- The company may elect to cash settle or net share settle forward sale agreements, potentially owing cash or shares to the forward purchaser.
- Some or all of the sales agents, forward sellers, and forward purchasers may have conflicts of interest due to other business dealings with the company.
Future Outlook
The company intends to use the net proceeds from any sales of Securities for general corporate purposes, which may include, but are not limited to, the development or the acquisition of additional portfolio properties as suitable opportunities arise, the expansion and improvement of certain centers in the Operating Partnerships portfolio, investments in joint ventures, the repayment of certain secured or unsecured indebtedness outstanding at such time (including amounts outstanding from time to time under the Companys lines of credit, senior notes, term loan or future indebtedness) and to provide for working capital.
Industry Context
ATM offerings are a common method for REITs to raise capital, providing flexibility and efficiency in accessing the market. This announcement is in line with industry practices for funding growth and managing capital structure.
Comparison to Industry Standards
- Simon Property Group (SPG) and Public Storage (PSA) have utilized ATM programs to raise capital for acquisitions and development.
- The 2.0% sales agent compensation is within the typical range for ATM offerings in the REIT sector.
- The intended use of proceeds aligns with common REIT practices of investing in property development, acquisitions, and debt reduction.
Stakeholder Impact
- Shareholders may experience dilution of their equity.
- Employees may benefit from the company's ability to fund growth initiatives.
- Customers may see improvements in Tanger's properties and services.
- Creditors may benefit from the company's debt repayment plans.
Next Steps
- The company will offer and sell common shares through the ATM program as determined by market conditions and capital needs.
- The company will file required reports with the SEC regarding the use of proceeds from the share sales.
Key Dates
- December 6, 2023: Date of the base prospectus and previous ATM Equity OfferingSM Sales Agreement.
- December 6, 2023: Date of prospectus supplement related to Outstanding Forward Sales.
- February 20, 2025: Date of the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership.
- February 24, 2025: Date of the new ATM Equity OfferingSM Sales Agreement and termination of the previous agreement.
- December 31, 2025: Outside settlement date for a portion of the Outstanding Forward Sales.
- March 31, 2026: Outside settlement date for a portion of the Outstanding Forward Sales.
- August 21, 2026: Date to determine if the Company has sold Shares with an aggregate gross sales price of at least $10,000,000.
Keywords
SKT
Tanger INC
NYSE
Sector: Real Estate
Filings with Classifications
Worse than expected
2 May 2025 9:08 AM
Quarterly Report
- Net income decreased from $23.3 million to $20.0 million due to an impairment charge.
Capital raise
2 May 2025 9:08 AM
Quarterly Report
- The company has an at-the-market stock offering (ATM Offering) program, which commenced in February 2021, and replaced with a new program in February 2025, under which it may offer and sell its common shares, $0.01 par value per share, having an aggregate gross sales price of up to $400 million.
- As of March 31, 2025, we had approximately $400.0 million of common shares remaining available for sale under the ATM Offering program.
Better than expected
28 March 2025 8:46 AM
Proxy Statement
- The company's total shareholder return outperformed retail REITs, the REIT industry, and the broad market.
- Core FFO increased to $2.13 per share, or $247 million, in 2024.
- Same Center NOI grew to $333.4 million in 2024.
- Net Debt to Adjusted EBITDAre improved to 4.8x.
Capital raise
24 February 2025 4:05 PM
8-K Filing
- Tanger Inc. is establishing an at-the-market offering program to issue and sell up to $400 million of its common shares.
- The company may sell shares through sales agents, directly to them as principals, or through forward stock purchase transactions.
- The net proceeds will be used for general corporate purposes, including property development, debt repayment, and working capital.
Capital raise
21 February 2025 4:25 PM
Annual Results
- During 2024, we sold 3.4 million common shares under our at-the-market stock offering (ATM Offering) program at a weighted average price of $34.34 per share, generating gross proceeds of $115.9 million.
- In addition, we issued 1.9 million forward shares for an estimated gross value of $69.7 million based on the initial forward sale price of $36.40 with respect to each forward sale agreement.
- Shares can be settled at any time over the next 12-15 months, unless otherwise extended.
- As of December 31, 2024, we have a remaining authorization of $34.5 million under the ATM Offering.
Better than expected
19 February 2025 4:06 PM
Earnings Release
- The company's FFO and Core FFO per share increased compared to the prior year period, indicating improved operating performance.
- The company's occupancy rate increased to 98.0% compared to 97.3% in the prior year, demonstrating strong demand for its properties.
- The company's Same Center NOI increased by 3.0% for the fourth quarter and 5.1% for the full year, indicating improved profitability from its existing properties.
Capital raise
19 February 2025 4:06 PM
Earnings Release
- During the fourth quarter of 2024, the Company sold 2.6 million common shares under its at-the-market stock offering program (the ATM Offering Program) at a weighted average price of $35.57 per share generating gross proceeds of $90.9 million.
- For the full year period, the Company sold 3.4 million common shares generating $115.9 million.
- Additionally, during the fourth quarter of 2024, the Company entered into forward sale agreements for 1.9 million shares at a weighted average price of $36.40 per share with total gross proceeds of approximately $69.7 million, all of which remain unsettled and can be drawn down over time.
- As of December 31, 2024, the Company had $34.5 million of common shares remaining available for sale under the ATM Offering Program.
Worse than expected
7 November 2024 4:14 PM
Quarterly Report
- Net income decreased by approximately $3 million compared to the same quarter last year, indicating a worse performance than the prior year.
Capital raise
7 November 2024 4:14 PM
Quarterly Report
- The company issued 818,943 common shares under its at-the-market offering program, generating $25 million in gross proceeds.
- The company has approximately $195.1 million of common shares remaining available for sale under the ATM Offering program.
- In October 2024, the company issued an additional 484,741 common shares under its ATM program at an average price of $33.38 per share, totaling approximately $16.2 million of gross proceeds.
Capital raise
6 November 2024 4:08 PM
Quarterly Report
- The company sold 0.8 million common shares under its at-the-market stock offering (the ATM Offering) at a weighted average price of $30.53 per share, generating gross proceeds of $25.0 million during the three and nine months ended September 30, 2024.
- In October 2024, the Company sold an additional 0.5 million common shares at a weighted average price of $33.38 per share, totaling approximately $16.2 million of gross proceeds.
- As of October 31, 2024, the Company had $179.0 million of common shares remaining available for sale under the ATM Offering.
Better than expected
6 November 2024 4:08 PM
Quarterly Report
- The company increased its full-year 2024 guidance for net income, FFO, and Core FFO per share, indicating better than expected performance.
- The company achieved its 11th consecutive quarter of positive leasing spreads, demonstrating better than expected rental growth.
- Net debt to Adjusted EBITDAre improved to 5.0x, indicating better than expected financial health.
Delay expected
6 November 2024 4:08 PM
Quarterly Report
- Tanger Outlets Asheville was temporarily closed due to a lack of utilities following Hurricane Helene, causing a delay in operations.
Capital raise
5 August 2024 8:02 AM
Quarterly Report
- The company has an at-the-market stock offering program with approximately $220.1 million of common shares remaining available for sale.
- The company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing.
Better than expected
1 August 2024 4:06 PM
Quarterly Report
- The company's results exceeded expectations due to strong leasing activity and positive rent spreads.
- The company's increased full-year guidance indicates management's confidence in continued strong performance.
- The company's same center NOI growth of 8.0% was better than expected.
Capital raise
1 May 2024 4:55 PM
Quarterly Report
- The company has an at-the-market stock offering program with approximately $220.1 million of common shares remaining available for sale.
- The company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing.
Worse than expected
1 May 2024 4:55 PM
Quarterly Report
- Net income decreased by $1.6 million compared to the first quarter of 2023, indicating a worse performance than the previous year.
Better than expected
30 April 2024 4:07 PM
Quarterly Report
- The company raised its full-year 2024 guidance for net income, FFO, and Core FFO per share.
- The company achieved a 5.2% increase in same center net operating income (NOI).
- The company increased its dividend by 5.8% to $1.10 per share annually.
Better than expected
15 April 2024 9:21 AM
Credit Agreement Amendment
- The increase in borrowing capacity, extended maturity, and improved pricing grid are all better than the previous terms.
Better than expected
4 April 2024 8:46 AM
Proxy Statement
- The company's 2023 performance highlights include net income available to common shareholders of $0.92 per share, Core FFO of $1.96 per share, and 97.3% occupancy for the consolidated portfolio, all of which are better than the previous year.
Capital raise
21 February 2024 4:08 PM
Annual Report
- During 2023, the company sold 3.5 million common shares under its at-the-market stock offering (ATM Offering) program at a weighted average price of $25.75 per share, generating gross proceeds of $90.0 million.
- As of December 31, 2023, the company has a remaining authorization of $220.1 million under the ATM Offering.
- The company is a well-known seasoned issuer with a shelf registration statement on Form S-3 that allows it to register unspecified amounts of different classes of securities.
Better than expected
15 February 2024 4:07 PM
Quarterly Report
- The company's net income, FFO, and Core FFO all increased year-over-year, indicating improved financial performance.
- Same center NOI growth of 5.4% for the quarter and 6.2% for the year exceeded expectations.
- The company achieved record leasing activity with over 2.3 million square feet of leases executed in 2023.
- Blended average rental rates increased by 13.3%, demonstrating strong demand for the company's properties.
Capital raise
15 February 2024 4:07 PM
Quarterly Report
- During the fourth quarter of 2023, Tanger sold 3.4 million common shares under its ATM equity offering program at a weighted average price of $25.77 per share, generating gross proceeds of $87.3 million.
- During 2023, the Company sold 3.5 million shares at a weighted average price of $25.75 per share, generating gross proceeds of $90.0 million.
- As of December 31, 2023, the Company has a remaining authorization of $220.1 million under its ATM equity offering program.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.