TANGER INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (c) Issuer Purchases of Equity Securities 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. This authorization replaced a previous repurchase authorization for approximately $80.0 million that expired in May 2021. 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. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares for the six months ended June 30, 2021 and 2020. The remaining amount authorized to be repurchased under the program as of June 30, 2021 was approximately $80.0 million. 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. 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) April 1, 2021 to April 30, 2021 — $ — — $ 80.0 May 1, 2021 to May 31, 2021 — — — 80.0 June 1, 2021 to June 30, 2021 — — — 80.0 Total — $ — — $ 80.0 69 Item 6. Exhibits Exhibit Number Exhibit Descriptions 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. Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Wells Fargo Bank, National Association, U.S. Bank National Association and Truist Securities, Inc. as Syndication Agents, Regions Bank and TD Bank, N.A. as Managing Agents and BofA Securities, Inc. as Sustainability Agent (incorporated by reference to Exhibit 10.1 to the company's Current Report on Form 8-K dated July 13, 2021) 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) 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) 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. 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. 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. 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. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc. 32.2** Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc. 32.3** Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership. 32.4** Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership. 101.INS* Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. 70 SIGNATURES 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. DATE: August 3, 2021 TANGER FACTORY OUTLET CENTERS, INC. By: /s/ James F. Williams James F. Williams Executive Vice President, Chief Financial Officer and Treasurer TANGER PROPERTIES LIMITED PARTNERSHIP By: TANGER GP TRUST, its sole general partner By: /s/ James F. Williams James F. Williams Vice President and Treasurer (Principal Financial Officer) 71