Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity of the Company

v3.22.2.2
Shareholders' Equity of the Company
 12 Months Ended
Dec. 31, 2021
Tanger Factory Outlet Centers, Inc. [Member]  
Schedule of Shareholders' Equity of the Company [Line Items]  
Shareholders' Equity of the Company Shareholders' Equity of the Company
As discussed in Note 12, each Class A common limited partnership unit is exchangeable for one common share of the Company. The following table sets forth the number of Class A common limited partnership units exchanged for an equal number of common shares for the years ended December 31, 2021, 2020 and 2019:
2021 2020 2019
Exchange of Class A limited partnership units 33,084  116,530  49,511 

At-the-Market Offering

Under our at-the-market stock offering program (“ATM Offering”), which commenced February 2021, we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million (the “Shares”). We may sell the Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of its funding. We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering for working capital and general corporate purposes. As of December 31, 2021, we had approximately $60.1 million remaining available for sale under the ATM Offering program.

The following table sets forth information regarding settlements under our ATM offering program:
2021 2020 2019
Number of common shares settled during the period 10,009,263  —  — 
Average price per share $ 18.97  $ —  $ — 
Aggregate gross proceeds (in thousands) $ 189,868  $ —  $ — 
Aggregate net proceeds after commissions and fees (in thousands) $ 186,969  $ —  $ — 

Share Repurchase Program

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. 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. 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. 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 year ended December 31, 2021 and 2020. The remaining amount authorized to be repurchased under the program as of December 31, 2021 was approximately $80.0 million.

Shares repurchased during the years ended December 31, 2021, 2020 and 2019 were as follows:
2021 2020 2019
Total number of shares purchased —  —  1,209,328 
Average price paid per share $ —  $ —  $ 16.52 
Total price paid exclusive of commissions and related fees (in thousands) $ —  $ —  $ 19,976