DDR Corp. (NYSE:DDR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On July1, 2018 (the “Spin Off Date”), DDR Corp. (the “Company”) and Retail Value Inc. (“RVI”) completed the previously announced spin off of RVI (the “Spin Off”). RVI holds 48 assets, made up of 36 continental U.S. assets and 12 assets in Puerto Rico. These assets are comprised of retail shopping centers located in 17 states and Puerto Rico. RVI is now an independent public company listed on the New York Stock Exchange (the “NYSE”) under the symbol “RVI.”
RVI filed a Registration Statement on Form 10 with the Securities and Exchange Commission that was declared effective on June22, 2018 (the “Registration Statement”). RVI’s Information Statement (the “Information Statement”), which was filed as Exhibit 99.1 to the Registration Statement, describes for holders of DDR common shares (the “Holders”) the details of the Spin Off. The Information Statement was mailed to Holders on or about June28, 2018.
Spin Agreements
On July1, 2018, the Company and RVI entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), to effect the Spin Off and provide a framework for certain aspects of the Company’s relationship with RVI after the Spin Off. to the Separation and Distribution Agreement, among other things, the Company agreed to transfer certain assets, liabilities and obligations to RVI and to distribute 50% of the outstanding common shares of RVI, par value $0.10 (the “Common Shares”), to Holders of record as of the close of business on June26, 2018. On the Spin Off Date, each Holder received one Common Share for every ten DDR common shares held by such Holders. Following the Spin Off, the Company will continue to hold series A preferred shares, the terms of which are summarized in the section entitled “Description of Preferred Shares-Series A Preferred Shares” of the Information Statement, which section is incorporated herein by reference.
The Separation and Distribution Agreement and the External Management Agreement, dated as of July1, 2018, by and between DDR Asset Management LLC and RVI, will primarily govern the relationship between the Company and RVI. Summaries of each of these agreements are provided in the sections entitled “The Company’s Separation from DDR,” “The Company’s Manager and the Management Agreements” and “Certain Relationships and Related Transactions,” of the Information Statement, which sections are incorporated by reference herein. Such summaries are qualified in their entirety by reference to the full text of the agreements, which are attached hereto as Exhibits 2.1 and 10.1.
| Item 1.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 1.01.
| Item 1.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated balance sheet of the Company as of March31, 2018 and the unaudited pro forma consolidated statements of income of the Company for the three months ended March31, 2018 and for the year ended December31, 2017 giving pro forma effect to the Spin Off are included as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated into this Item 1.01 by reference.
(d) Exhibits
DDR CORP ExhibitEX-2.1 2 d745566dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED JULY 1,…To view the full exhibit click here
About DDR Corp. (NYSE:DDR)
DDR Corp. is a self-administered and self-managed real estate investment trust (REIT). The Company operates through two segments: shopping centers and loan investments. The Company is in the business of acquiring, owning, developing, redeveloping, expanding, leasing and managing shopping centers. In addition, it engages in the origination and acquisition of loans and debt securities, which are generally collateralized directly or indirectly by shopping centers. It owns and manages approximately 110 million total square feet of gross leasable area (GLA). The properties include discounters, warehouse clubs, dollar stores and specialty grocers as additional anchors or tenants. It leases approximately 10 million square feet, including over 510 new leases and approximately 810 renewals for over 1,330 leases. The Company’s portfolio consists of over 350 shopping centers and over 1,000 acres of undeveloped land. The shopping centers are located in over 40 states, as well as Puerto Rico.
