DDR Corp. (NYSE:DDR) Files An 8-K Material Modification to Rights of Security Holders
Item3.03.
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Material Modification to Rights of Security Holders. |
On June1, 2017, DDR Corp. (the Company) filed Amendment No.1 (the
Amendment) to the Companys Third Amended and Restated Articles of
Incorporation (the Articles of Incorporation), with the Secretary
of State of the State of Ohio. The Amendment established and
fixed the rights and preferences of 350,000 shares of the
Companys 6.375% ClassA Cumulative Redeemable Preferred Shares,
without par value (the Class A Preferred Shares).
The ClassA Preferred Shares will be redeemable, in whole or in
part, at $500.00 per share at the Companys election on or after
June5, 2022, will pay a 6.375% annual dividend and will have a
liquidation preference of $500.00 per share, plus an amount equal
to accrued and unpaid dividends to, but not including, the date
of payment. With respect to the payment of dividends and amounts
upon the Companys liquidation, the ClassA Preferred Shares will
rank equally with all of the Companys other preferred shares and
senior to the Companys common shares. Unless full dividends on
the ClassA Preferred Shares and any other class of the Companys
shares ranking on parity with the ClassA Preferred Shares as to
dividends have been paid or funds set aside for payment therefor
for all past dividend periods, no dividend or distribution may be
declared or paid or funds set aside for payment on the Companys
common shares or any other shares ranking junior to the ClassA
Preferred Shares as to dividends and none of the Companys common
shares or any other shares ranking junior to the ClassA Preferred
Shares as to dividends may be purchased, retired or otherwise
acquired by the Company. In the event of the Companys
liquidation, dissolution or winding up, the holders of the ClassA
Preferred Shares are entitled to be paid out of the Companys
assets legally available for distribution to its shareholders a
liquidation preference of $500.00 per share, plus an amount equal
to any accrued and unpaid dividends to, but not including, the
date of payment before any distribution of assets is made to
holders of the Companys common shares or any shares ranking
junior to the ClassA Preferred Shares as to liquidation
preference.
On and after June5, 2022, the Company may, at its option, redeem
the ClassA Preferred Shares, in whole or in part, by paying
$500.00 per share, plus accrued and unpaid dividends to, but not
including, the date of redemption (the Optional Redemption
Right). In addition, upon the occurrence of a Change of Control
(as defined below), the Company may, at its option, redeem the
ClassA Preferred Shares, in whole or in part within 120 days
after the first date on which such Change of Control occurred, by
paying $500.00 per share, plus any accrued and unpaid dividends
to, but not including, the date of redemption.
Upon the occurrence of a Change of Control, holders of ClassA
Preferred Shares will have the right (unless, prior to the Change
of Control Conversion Date (as defined below), the Company has
provided or provides notice of its election to redeem the ClassA
Preferred Shares) to convert some or all of their ClassA
Preferred Shares (the Change of Control Conversion Right) into a
number of common shares (or equivalent value of alternative
conversion consideration) per ClassA Preferred Shares to be
converted equal to the lesser of:
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the quotient obtained by dividing (1)the sum of $500.00 per share plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a ClassA Preferred Shares dividend payment and prior to the corresponding ClassA Preferred Shares dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (2)the Common Share Price (as defined below); and |
| 111.60714, subject to certain adjustments. |
A Change of Control is when, after the original issuance of the
ClassA Preferred Shares, the following have occurred and are
continuing:
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the acquisition by any person, including any syndicate or group deemed to be a person under Section13(d)(3) of the Securities Exchange Act of 1934 of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Company entitling that person to exercise more than 50% of the total voting power of all shares of the Company entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and |
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following the closing of any transaction referred to in the bullet point above, neither the Company nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange, the NYSE MKT or the NASDAQ Stock Market, or listed or quoted on an exchange or quotation system that is a successor thereto. |
The Change of Control Conversion Date is the date the ClassA
Preferred Shares are to be converted, which will be a business
day that is no fewer than 20 days nor more than 35 days after the
date on which the Company provides the notice of occurrence of a
Change of Control to the holders of ClassA Preferred Shares.
The Common Share Price will be: (1)if the consideration to be
received in the Change of Control by the holders of the Companys
common shares is solely cash, the amount of cash consideration
per common share or (2)if the consideration to be received in the
Change of Control by holders of the Companys common shares is
other than solely cash (x)the average of the closing sale prices
per common share (or, if no closing sale price is reported, the
average of the closing bid and ask prices per common share or, if
more than one in either case, the average of the average closing
bid and the average closing ask prices per common share) for the
ten consecutive trading days immediately preceding, but not
including, the date on which such Change of Control occurred as
reported on the principal U.S. securities exchange on which the
Companys common shares are then traded, or (y)the average of the
last quoted bid prices for the Companys common shares in the
over-the-counter market as reported by OTC Markets Group Inc. or
a similar organization for the ten consecutive trading days
immediately preceding, but not including, the date on which such
Change of Control occurred, if the Companys common shares are not
then listed for trading on a U.S. securities exchange.
The foregoing is a summary and is not complete. The full terms of
the ClassA Preferred Shares are set forth in the Amendment, filed
as Exhibit 3.1 hereto and incorporated herein by reference. The
terms of the depositary shares, each representing a
1/20th interest in a
share of ClassA Preferred Shares, are set forth in the Deposit
Agreement, dated June5, 2017, among the Company, Computershare
Shareowner Services LLC, as Depositary, and all holders from time
to time of depositary shares issued thereunder (the Deposit
Agreement). The Deposit Agreement is filed as Exhibit 4.1 hereto
and is incorporated herein by reference.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June1, 2017, the Company filed the Amendment with the
Secretary of State of the State of Ohio, establishing and fixing
the rights and preferences of 350,000 shares of the ClassA
Preferred Shares. A copy of the Amendment is filed as Exhibit 3.1
to this Current Report on Form 8-K, and is incorporated herein by
reference. For additional information about the terms and
conditions of the ClassA Preferred Shares, see Item3.03 above,
which is incorporated herein by reference.
| Item8.01. | Other Events. |
The Company is filing herewith the following exhibits to its
Registration Statement on Form S-3 (Registration No.333-205059):
1. Underwriting Agreement Basic Provisions, dated May30, 2017, by
and among the Company and Wells Fargo Securities, LLC, RBC
Capital Markets, LLC, Stifel, Nicolaus Company, Incorporated and
UBS Securities LLC, as representatives of the several
underwriters named therein;
2. Deposit Agreement, dated June5, 2017, among the Company,
Computershare Shareowner Services LLC, as Depositary, and all
holders from time to time of depositary shares; and
3. Opinion of Jones Day.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
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ExhibitNumber |
Description |
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| 1.1 |
Underwriting Agreement Basic Provisions, dated May 30, 2017, by and among the Company and Wells Fargo Securities, LLC, RBC Capital Markets, LLC, Stifel, Nicolaus Company, Incorporated and UBS Securities LLC, as representatives of the several underwriters named therein. |
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| 3.1 |
Amendment No. 1 to the Third Amended and Restated Articles of Incorporation of the Company (filed as Exhibit 3.2 to the Companys Registration Statement on Form 8-A filed on June 2, 2017 and incorporated herein by reference). |
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| 4.1 |
Deposit Agreement, dated June 5, 2017, among the Company, Computershare Shareowner Services LLC, as Depositary, and all holders from time to time of depositary shares. |
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| 4.2 |
Specimen certificate for 6.375% Class A Cumulative Redeemable Preferred Shares, without par value, of the Company (filed as Exhibit 4.3 to DDR Corp.s Registration Statement on Form 8-A filed on June 2, 2017 and incorporated herein by reference). |
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| 5.1 |
Opinion of Jones Day as to the legality of the securities being issued by the Company. |
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| 23.1 | Consent of Jones Day (included in Exhibit 5.1). |
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.