3 unchanged sentences
This authorization replaced a previous repurchase authorization for approximately $80.0 million that expired in May 2021.
+Added: In June 2020, we amended our debt agreements primarily to improve future covenant flexibility and such amendments included a prohibition on share repurchases for twelve months starting July 1, 2020 (the “Repurchase Covenant”).
The Company temporarily suspended share repurchases for the twelve months starting July 1, 2020 and ending on June 30, 2021 in light of the repurchase covenant.
−Removed: On July 1, 2021, a covenant in the Company’s debt agreements (the “repurchase covenant”) prohibiting share repurchases expired.
+Added: On July 1, 2021, the Repurchase Covenant 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.
1 unchanged sentence
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 both the three and nine months ended September 30, 2021 and 2020.
−Removed: The remaining amount authorized to be repurchased under the program as of September 30, 2021 was approximately $80.0 million.
−Removed: The following table summarizes our common share repurchases for the fiscal quarter ended September 30, 2021:
−Removed: 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
−Removed: (in millions)
−Removed: July 1, 2021 to July 31, 2021 — $ — — $ 80.0
−Removed: August 1, 2021 to August 31, 2021 — — — 80.0
−Removed: September 1, 2021 to September 30, 2021 — — — 80.0
−Removed: Total — $ — — $ 80.0
−Removed: For certain restricted common shares that vested during the three months ended September 30, 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 9,000 for the three months ended September 30, 2021.
+Added: The Company did not repurchase any shares for both the three months ended March 31, 2022 and 2021.
+Added: The remaining amount authorized to be repurchased under the program as of March 31, 2022 was approximately $80.0 million.
+Added: For certain restricted common shares that vested during the three months ended March 31, 2022, 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.
+Added: The total number of shares withheld upon vesting was 130,000 for the three months ended March 31, 2022.
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: 4.1 Twelfth Supplemental Indenture, dated as of August 10, 2021, between Tanger Properties Limited Partnership and U.S.
−Removed: Bank National Association (as successor in interest to State Street Bank and Trust Company ) (inco r p orated by reference to Exhibit 4.1 to the C ompany ’ s Curr ent Report on Form 8 -K dated August 10, 20 21 ) .
−Removed: 4.2 Form of 2.750% Senior Note due 2031 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.
−Removed: 2 to the C ompany’s Current Report on Form 8-K dated August 10, 2021).
−Removed: 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.
−Removed: Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Wells Fargo Bank, National Association, U.S.
−Removed: Bank National Association and Truist Securities, Inc.
−Removed: as Syndication Agents, Regions Bank and TD Bank, N.A.
−Removed: as Managing Agents and BofA Securities, Inc.
−Removed: as Sustainability Agent (incorporated by reference to Exhibit 10.1 to the C ompany's Current Report on Form 8-K dated July 1 4 , 2021)
−Removed: 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 C ompany's Current Report on Form 8-K dated July 1 4 , 2021)
−Removed: 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 C ompany's Current Report on Form 8-K dated July 1 4 , 2021)
−Removed: 10.4 Transition and Consulting Agreement between Tanger Factory Outlet Centers, Inc.
−Removed: Morrison, dated September 9, 2021 (incorporated by reference to Exhibit 10.1 to the C ompany's Current Report on Form 8-K /A dated September 1 0 , 2021)
+Added: 22.1* List of Subsidiary Issuers and Guarantors of Registered Securities ( i ncorp orated by reference to E xhibit 22.1 to the Company ’ s Quarterly Report on Form 10-K d ated February 22 ,20 22) .
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.
20 unchanged sentences
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.
−Removed: November 4, 2021
TANGER FACTORY OUTLET CENTERS, INC.
−Removed: Executive Vice President, Chief Financial Officer and Treasurer
+Added: Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer
TANGER PROPERTIES LIMITED PARTNERSHIP
−Removed: TANGER GP TRUST, its sole general partner
−Removed: Vice President and Treasurer (Principal Financial Officer)
+Added: TANGER FACTORY OUTLET CENTERS, INC., its sole general partner
+Added: Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer
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.