TANGER INC. 8-K

What Happened
Tanger Inc. (through its operating partnership, Tanger Properties Limited Partnership) announced on January 12, 2026 that it issued $250 million aggregate principal amount of 2.375% Exchangeable Senior Notes due January 15, 2031 in a private Rule 144A placement. The notes (including $30 million sold under an exercised initial purchaser option) are senior unsecured obligations of the operating partnership and are guaranteed by Tanger Inc. Interest is 2.375% payable semi‑annually beginning July 15, 2026. The issuance generated about $243 million of net proceeds.

Key Details

• Offering size: $250.0M principal (includes $30M from full exercise of initial purchasers’ option); net proceeds ≈ $243M.
• Use of proceeds: ≈$9M to buy capped call hedges; ≈$20M to repurchase ~0.6M common shares at $33.92/share; remainder to repay credit lines, help repay $350M 3.125% senior notes due Sept. 1, 2026, and for general corporate purposes.
• Exchange mechanics: Initial exchange rate 24.0662 common shares per $1,000 principal (≈$41.55 per share), ~22.5% premium to the Jan 7, 2026 close ($33.92). Notes may be exchanged for cash and/or shares under specified conditions; certain protections (anti‑dilution, increased exchange rate on some corporate events) apply.
• Key rights/limits: Notes mature Jan 15, 2031; holders can require repurchase on a Fundamental Change at 100% of principal plus accrued interest; limited early redemption rights for the issuer (including a REIT‑preservation redemption), and possible issuer redemption after Jan 22, 2029 subject to share‑price test. Capped call cap price initially $47.4880/share.
• Sale mechanics: Private placement to qualified institutional buyers under Rule 144A; registration rights require a shelf registration or resale prospectus by the 90th day after issuance or else additional remedies to noteholders.

Why It Matters
This transaction creates a new $250M class of long‑dated exchangeable debt that alters Tanger’s capital structure: it raises liquidity now (≈$243M net) while providing a pathway to refinance or retire near‑term maturities (notably the $350M 2026 notes at maturity) and outstanding credit lines. Because the notes are exchangeable into common stock (or cash/share mix), investors should watch potential equity dilution if exchanges occur—though the company bought capped calls and repurchased shares concurrently to limit dilution. The notes are senior unsecured obligations and add leverage, but the issuance reduces immediate cash interest burden versus some alternatives and extends financing maturity to 2031.