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(c) Issuer Purchases of Equity Securities
−Removed: In February 2019, the Company’s Board of Directors authorized the repurchase of an additional $44.3 million of our outstanding common shares for an aggregate authorization of $169.3 million until May 18, 2021.
+Added: In May 2021, the Company’s Board of Directors authorized the repurchase of up to $80.0 million of the Company’s outstanding shares through May 31, 2023.
+Added: This authorization replaced a previous repurchase authorization for approximately $80.0 million that expired in May 2021.
+Added: On July 1, 2021, a covenant in the Company’s debt agreements (the “repurchase covenant”) prohibiting share repurchases expired.
Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares.
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The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization.
−Removed: The Company did not repurchase any shares for the quarters ended March 31, 2021 and 2020.
−Removed: The remaining amount authorized to be repurchased under the program as of March 31, 2021 was approximately $80.0 million.
−Removed: The Company has temporarily suspended share repurchases for at least the twelve months starting July 1, 2020 as the June 2020 amendments to our debt agreements for our lines of credit and bank term loan prohibit share repurchases during such time.
−Removed: The following table summarizes our common share repurchases for the fiscal quarter ended March 31, 2021:
+Added: The Company did not repurchase any shares for the six months ended June 30, 2021 and 2020.
+Added: The remaining amount authorized to be repurchased under the program as of June 30, 2021 was approximately $80.0 million.
+Added: The Company temporarily suspended share repurchases for at least the twelve months starting July 1, 2020 and ending on June 30, 2021 in light of the repurchase covenant.
+Added: The following table summarizes our common share repurchases for the fiscal quarter ended June 30, 2021:
Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs
(in millions)
−Removed: January 1, 2021 to January 31, 2021 — $ — — $ 80.0
−Removed: February 1, 2021 to February 29, 2021 — — — 80.0
−Removed: March 1, 2021 to March 31, 2021 — — — 80.0
+Added: April 1, 2021 to April 30, 2021 — $ — — $ 80.0
+Added: May 1, 2021 to May 31, 2021 — — — 80.0
+Added: June 1, 2021 to June 30, 2021 — — — 80.0
Total — $ — — $ 80.0
−Removed: For certain restricted common shares that vested during the three months ended March 31, 2021, we withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.
−Removed: The total number of shares withheld upon vesting was 112,000 for the three months ended March 31, 2021.
−Removed: The total number of shares withheld was based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date.
Exhibit Number Exhibit Descriptions
−Removed: 10.1 Tanger Factory Outlet Centers, Inc.
−Removed: Executive Severance and Change of Control Plan, effective March 31, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A dated April 6, 2021)
−Removed: 31.1* Principal Executive Officer Certification Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
−Removed: 31.2* Principal Financial Officer Certification Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
−Removed: 31.3* Principal Executive Officer Certification Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
−Removed: 31.4* Principal Financial Officer Certification Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
+Added: 10.1 Fourth Amended and Restated Credit Agreement, dated as of July 13, 2021, by and among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, and the Other Lenders Party Thereto, BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Bank and U.S.
+Added: Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Wells Fargo Bank, National Association, U.S.
+Added: Bank National Association and Truist Securities, Inc.
+Added: as Syndication Agents, Regions Bank and TD Bank, N.A.
+Added: as Managing Agents and BofA Securities, Inc.
+Added: as Sustainability Agent (incorporated by reference to Exhibit 10.1 to the company's Current Report on Form 8-K dated July 13, 2021)
+Added: 10.2 Fourth Amended and Restated Liquidity Credit Agreement, dated as of July 13, 2021, by and among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto (incorporated by reference to Exhibit 10.2 to the company's Current Report on Form 8-K dated July 13, 2021)
+Added: 10.3 Second Amendment to Second Amended and Restated Term Loan Agreement, dated as of July 13, 2021, between Tanger Properties Limited Partnership, as the Borrower, Tanger Factory Outlet Centers, Inc., as the Guarantor, and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the company's Current Report on Form 8-K dated July 13, 2021)
+Added: 31.1* Principal Executive Officer Certification Pursuant to Rules 13a-14(a)/15d-14( a) under the Securities Exchange Act of 1934, as amended, for Tanger Factory Outlet Centers, Inc.
+Added: 31.2* Principal Financial Officer Certification Pursuant to Rules 13a-14( a )/15d-14(a) under t he Securities Exchange Act of 1934, as a mended, for Tanger Factory Outlet Centers, Inc.
+Added: 31.3* Principal Executive Officer Certification Pursuant to Ru les 13a-14(a) /15d-14(a) under the Securities Excha nge Act of 1934, as amended, f or Tanger Properties Limited Partnership.
+Added: 31.4* Principal Financial Officer Certification Pursuant to Rules 13a-14(a)/15d-14(a) under t he Securities Exc hange Act of 1934, as amended, for Tanger Properties Limited Partnership.
32.1** Principal Executive Officer Certification Pursuant to 18 U.S.C.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: August 3, 2021
TANGER FACTORY OUTLET CENTERS, INC.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.