Current Report Filing (8-k)
August 03 2015 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 3, 2015
DDR Corp.
(Exact name
of registrant as specified in charter)
|
|
|
|
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| Ohio |
|
1-11690 |
|
34-1723097 |
| (State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
|
| 3300 Enterprise Parkway, Beachwood, Ohio |
|
44122 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (216) 755-5500
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
DDR Corp. is filing herewith the opinion of Jones Day as an exhibit to its Registration Statement on Form S-3 (Registration
No. 333-205059).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number |
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Description |
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| 5.1 |
|
Opinion of Jones Day |
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| 23.1 |
|
Consent of Jones Day (included in Exhibit 5.1) |
SIGNATURES
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 hereunto duly authorized.
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| DDR CORP. |
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| By: |
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/s/ David E. Weiss |
|
|
David E. Weiss Executive Vice President and
General Counsel |
Date:August 3, 2015
EXHIBIT INDEX
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| Exhibit Number |
|
Description |
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| 5.1 |
|
Opinion of Jones Day |
|
|
| 23.1 |
|
Consent of Jones Day (included in Exhibit 5.1) |
Exhibit 5.1
NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212
August 3, 2015
DDR Corp.
3300 Enterprise Parkway
Beachwood, Ohio 44122
| Re: |
Registration Statement on Form S-3 Regarding 1,043,189 Common Shares of DDR Corp, $0.10 Par Value Per Share. |
Ladies and Gentlemen:
We have acted as counsel
for DDR Corp., an Ohio corporation (the “Company”), in connection with the registration for resale of 1,043,189 common shares, $0.10 par value per share (the “Shares”), of the Company held by Canal TC Holdings LLC.
The Shares may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”).
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or
necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been validly issued and are fully paid and
nonassessable.
The opinion expressed herein is limited to the laws of the State of Ohio as currently in effect, and we express no opinion
as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current
Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (No. 333-205059) (the “Registration Statement”) filed by the Company to effect registration of
the Shares under the Securities Act and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in
the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
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| Very truly yours, |
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| /s/ Jones Day |
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