MAC » Topics » Certain Transactions

This excerpt taken from the MAC DEF 14A filed Apr 20, 2007.

Certain Transactions

The following provides a description of certain relationships and related transactions between various executive officers of the Company, members of their immediate families and/or principal stockholders and the Company or its subsidiaries and affiliates.

Macerich Management Company.   Macerich Management Company provided property management and other related services during 2006 to four community shopping centers in which Mr. Siegel has interests. Under the terms of the applicable management agreements, Macerich Management Company pays compensation to on-site employees and redevelopment and construction staff, and other administrative expenses which amounts are then reimbursed by Mr. Siegel. In addition, Macerich Management Company earns a management fee equal to approximately two percent of gross rental revenue. Management fees earned from services provided to these four community shopping centers during the year ended December 31, 2006 were $64,105.

Macerich Management Company employs Mr. A. Coppola’s son-in-law and Mr. Anderson’s son as a Senior Manager of Leasing and Vice President of Leasing, respectively. Neither of these individuals is considered officers under Section 16 of the Exchange Act. The compensation and benefits provided to these individuals are consistent with those provided to other employees with comparable qualifications, responsibilities and experience. The 2006 salary and bonus paid for 2006 performance to each of Mr. Coppola’s son-in-law and Mr. Anderson’s son did not exceed $235,000.

Guarantees.   Messrs. Siegel, A. Coppola, Anderson, and E. Coppola have guaranteed a mortgage loan encumbering one Center. The aggregate principal amount of the loan is approximately $21,750,000, of which approximately $13,676,400 is guaranteed by them as follows: Mr. Siegel $6,525,000; Mr. A. Coppola $1,631,250; Mr. Anderson $3,480,000 and Mr. E. Coppola $2,040,150.

Website Services.   During 2006, Red 5 Interactive, Inc. (“Red 5”) billed the Company $500,300 for the website design, development, applications, maintenance, hosting and support services it provided to the websites of the Company and its Centers under certain agreements with the Company. The Company terminated its relationship with Red 5 effective December 31, 2006. Mr. E. Coppola’s brother-in-law is the President and CEO, a director and, with his wife and children, own 100% of Red 5.

Tony Grossi.   Mr. Grossi had been the Executive Vice President, Operations of Cadillac Fairview since 2002 where he was responsible for leading Cadillac Fairview’s Canadian and United States real estate operations, encompassing five regional portfolios, national operations, marketing, tenant relations and property tax. Cadillac Fairview is a wholly-owned subsidiary of Ontario Teachers’ Pension Plan Board (“Ontario”) which is the Company’s joint venture partner in the Company’s subsidiary, Pacific Premier Retail Trust (“PPRT”). Ontario has a 49% economic interest and the Company has a 51% economic interest in PPRT and management control is shared equally. In his position at Cadillac Fairview, Mr. Grossi managed Ontario’s interest in PPRT. PPRT owns seven regional malls on the West Coast and has $1.027 billion in assets as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Deutsche Bank.   Deutsche Bank AG and its affiliates hold approximately 7.29% of the outstanding Common Stock and had the following relationships with the Company since January 1, 2006 which require disclosure under the Exchange Act:

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Equity Offering.   In connection with the Company’s January 2006 equity offering, a Deutsche Bank affiliate acted as one of the two joint book-running managers and underwriters in the sale of 10,952,381 shares of Common Stock and received underwriting discounts and commission of $6,845,238 in connection with its purchase of 50% of such shares.

Notes Offering.   One of its affiliates also acted as joint book-running manager in connection with the Company’s $950 million 3.25% convertible senior notes offering in March of 2007 and purchased 50% of such notes at a purchase price of 98% of the principal amount. In connection with the notes offering, the Company entered into capped-call transactions with Deutsche Bank affiliates and the total cost of the capped-call transactions was $29,925,000. Also, an affiliate of Deutsche Bank will serve as a trustee for the notes and will receive an annual fee of $7,000.

Fees.   In addition, various Deutsche Bank affiliates serve as administrative agent, joint lead arrangers and joint book-running managers for the Company’s $1.5 billion revolving line of credit and another affiliate serves as administrative agent for both the Company’s $250 million term loan (repaid in full in March 2007) and its $450 million term loan. The total fees for such services were $291,000 for the period from January 1, 2006 through March 31, 2007.

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This excerpt taken from the MAC DEF 14A filed Apr 21, 2006.

Certain Transactions

The following provides a description of certain relationships and related transactions between various directors and executive officers of the Company and the Company or its subsidiaries and affiliates.

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Macerich Management Company.   Macerich Management Company provided property management and other related services during 2005 to six community shopping centers in which Mr. Siegel had interests. Currently, such services are being provided to four of those community shopping centers. Under the terms of the applicable management agreements, Macerich Management Company pays compensation to on-site employees and redevelopment and construction staff, and other administrative expenses. In addition, Macerich Management Company earns a management fee equal to approximately two percent of gross rental revenue. Management fees earned from services provided to these six community shopping centers during the year ended December 31, 2005 were $79,293.

Macerich Management Company employs Mr. A. Coppola’s son-in-law and Mr. Anderson’s son as a Senior Manager of Leasing and an Assistant Vice President of Leasing, respectively. Although Mr. A. Coppola’s daughter was employed as a Senior Manager of Property Management during 2005, her employment with the Company ended as of July 29, 2005. None of these individuals are considered officers under Section 16 of the Exchange Act. The compensation and benefits provided to these individuals are consistent with those provided to other employees with comparable qualifications, responsibilities and experience. The 2005 salary and bonus paid to each of Mr. Coppola’s daughter and son-in-law and Mr. Anderson’s son did not exceed $155,000.

Guarantees.   Messrs. Siegel, A. Coppola, Anderson, and E. Coppola have guaranteed a mortgage loan encumbering one Center. The aggregate principal amount of the loan is approximately $21,750,000, of which approximately $13,676,400 is guaranteed by them as follows: Mr. Siegel $6,525,000; Mr. A. Coppola $1,631,250; Mr. Anderson $3,480,000 and Mr. E. Coppola $2,040,150.

Website Services.   In 1999, the Company chose Red 5 Interactive, Inc. (“Red 5”), after evaluating other potential service providers, to develop websites for many of the Company’s Centers. During 2005, Red 5 billed the Company $608,400 for the website design, development, applications, maintenance, hosting and support services it provided under certain agreements with the Company. The Company anticipates Red 5 will continue to provide these services as well as additional specialty services during 2006 at an estimated cost of $650,000. The Company believes the terms of these agreements with Red 5 are fair and reasonable to the Company and are no less favorable than those available through unrelated third parties providing comparable services. Mr. E. Coppola’s brother-in-law is the President and CEO, a director and, with his wife and children, owns 100% of Red 5.

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The following Report of the Compensation Committee and the Stock Performance Graph included in this Proxy Statement shall not be deemed filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report or the Stock Performance Graph by reference into a filing under either of such Acts. Neither the Report nor the Stock Performance Graph shall be deemed to be soliciting material, or subject to Regulation 14A or 14C or the liabilities of Section 18 of the Securities Exchange Act.

This excerpt taken from the MAC DEF 14A filed Apr 21, 2005.
Certain Transactions

The following provides a description of certain relationships and related transactions between various directors and executive officers of the Company and the Company or its subsidiaries and affiliates.

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Macerich Management Company.   Prior to June 30, 2004, all of the common stock of Macerich Management Company was owned by the Principals, which enabled the Principals to control the election of the board of directors. The Operating Partnership owned all of the non-voting preferred stock of Macerich Management Company, which was generally entitled to dividends equal to 95% of the net cash flow of the company. On June 30, 2004, the Operating Partnership became the sole owner of all of the outstanding preferred and common stock of Macerich Management Company by acquiring the common stock from the Principals for nominal consideration. Macerich Management Company provides property management services to Centers owned by certain of the Company’s joint venture entities and other third parties.

Macerich Management Company provides property management, leasing and other related services to eight community shopping centers and other businesses in which Mr. Siegel has interests. Under the terms of the applicable management agreements, Macerich Management Company pays compensation to on-site employees, leasing agents and redevelopment and construction staff, and other administrative expenses. In addition, Macerich Management Company earns a management fee equal to approximately two percent of gross rental revenue. Management fees earned from services provided to these community shopping centers and other businesses during the year ended December 31, 2004 were $71,424.

Pursuant to certain management agreements, the Operating Partnership and certain Property Partnerships engage Macerich Management Company to provide property management, leasing and other related services to the Centers. Under the terms of the management agreements, Macerich Management Company is reimbursed for compensation paid to on-site mall employees, leasing agents and redevelopment and construction staff, and other administrative expenses. In addition, Macerich Management Company earns a management fee typically equal to three and one-half to five percent of gross rental revenue. Management fees paid to Macerich Management Company for services provided to the Centers during the year ended December 31, 2004 were $10,615,126.

Macerich Management Company employs Mr. A. Coppola’s daughter and son-in-law and Mr. Anderson’s son as a Senior Manager of Business Development, a Senior Manager of Property Management and an Assistant Vice President of Leasing, respectively. Although Mr. Moore’s son-in-law was employed as a Senior Vice President of Business Development during 2004, his employment with the Company ended as of December 31, 2004. None of these individuals are considered officers under Section 16 of the Exchange Act. The compensation and benefits provided to these individuals are consistent with those provided to other employees with comparable qualifications, responsibilities and experience. The 2004 salary and bonus paid to each of Mr. Coppola’s daughter and son-in-law and Mr. Anderson’s son did not exceed $155,000. Mr. Moore’s son-in-law’s 2004 salary, bonus and severance did not exceed $275,000.

Guarantees.   The Principals have guaranteed a mortgage loan encumbering one Center. The aggregate principal amount of the loan is approximately $21,750,000, of which approximately $13,676,400 is guaranteed by the Principals as follows: Mr. Siegel $6,525,000; Mr. A. Coppola $1,631,250; Mr. Anderson $3,480,000 and Mr. E. Coppola $2,040,150.

Website Services.   During 1999, the Company chose Red 5 Interactive, Inc. (“Red 5”), after evaluating other potential service providers, to develop websites for many of the Company’s Centers. During 2004 Red 5 was paid $614,990 for the website design, development, applications, maintenance, hosting and support services it provided under certain agreements with the Company. Red 5 will continue to provide these services to an increasing number of the Company’s websites as well as additional specialty services to the Company during 2005 at an estimated cost of $700,000. The Company believes the terms of these agreements with Red 5 are fair and reasonable to the Company and are no less favorable than those available through unrelated third parties providing comparable services. The E.C. Coppola Family Limited Partnership (an entity controlled by Mr. E. Coppola) owned a 25.5% interest in Red 5 which was sold in June of 2004. Mr. Coppola’s brother-in-law is the President and CEO, a director and, with his wife and children, owns 100% of Red 5.

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The following Report of the Compensation Committee and the Stock Performance Graph included in this Proxy Statement shall not be deemed filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report or the Stock Performance Graph by reference into a filing under either of such Acts. Neither the Report nor the Stock Performance Graph shall be deemed to be soliciting material, or subject to Regulation 14A or 14C or the liabilities of Section 18 of the Securities Exchange Act.

"Certain Transactions" elsewhere:

Equity One (EQY)
Regency Centers (REG)
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