BEACHWOOD, Ohio, Oct. 6, 2015 /PRNewswire/ -- DDR Corp.
(NYSE: DDR) today announced the following matters with respect to
its 1.75% Convertible Senior Notes due 2040 (CUSIP No. 251591 AX1)
(the "notes"):
Offer to Purchase
DDR announced its offer to purchase
from the holders of the notes all or any part of such holders'
notes (the "Offer") on November 15,
2015 (the "Repurchase Date"). The repurchase price will be
$1,000 in cash per $1,000 principal amount of the notes, plus unpaid
interest accrued thereon to, but excluding, the Repurchase Date
(the "Repurchase Price"). If all outstanding notes are validly
tendered for repurchase, the aggregate repurchase price will be
$350,000,000, excluding any required
payments of accrued and unpaid interest. DDR intends to use to use
cash on hand and/or borrowings under its revolving credit facility
to pay the Repurchase Price, which will be paid as promptly as
practicable after the Repurchase Date.
Holders may exercise their option to require DDR to repurchase
their notes by delivering a repurchase notice and validly tendering
and not validly withdrawing their notes to U.S. Bank National
Association, the paying agent, before the expiration of the Offer
at 5:00 p.m., New York City time, on November 10, 2015.
Redemption
DDR also announced today its intent to
redeem, on November 20, 2015, any and
all notes that remain outstanding following the expiration of the
Offer and that are not otherwise converted as described below. The
redemption price will be $1,000 in
cash per $1,000 principal amount of
the notes to be redeemed plus unpaid interest accrued thereon to,
but excluding, such date (the "Redemption Price").
Conversion
Because DDR has elected to redeem the
notes, the notes have become convertible. Upon conversion,
the conversion price will consist of cash up to the aggregate
principal amount of the notes to be converted (the "Base Conversion
Price"), and common shares (or cash in lieu of fractional shares)
in respect of the remainder, if any, of DDR's conversion obligation
in excess of the aggregate principal amount of the notes being
converted (the "Premium," and, together with the Base Conversion
Price, the "Conversion Price"). The notes are convertible prior to
5:00 p.m., New York City time, on November 18, 2015. The current conversion
rate is 69.2170 common shares per $1,000 principal amount of the notes. Upon
conversion, the Premium, if any, will be calculated in accordance
with the indenture governing the notes by reference to the current
applicable conversion rate and the daily volume-weighted average
price per share of DDR's common shares for the period from
October 7, 2015 through November 17, 2015. If a holder of notes elects to
tender in connection with the Offer, the notes validly tendered
will cease to be convertible unless the notes are validly withdrawn
before the expiration of the Offer.
The following chart contains key dates and information with
respect to the Offer, the redemption and the conversion of the
notes:
Date
|
Calendar Date
|
Event
|
|
|
|
|
Offer to
Purchase
|
|
|
|
|
Expiration Date of the Offer
|
5:00 p.m., New York City time, on
November 10, 2015
|
The last day and time for holders of the
notes to validly surrender the notes to the
Paying Agent (and not have validly
withdrawn such surrendered notes) to
participate in the Offer.
|
|
|
|
Repurchase Date
|
November 15, 2015
|
Payment of the Repurchase Price will be
made promptly following the Repurchase
Date, which the Company expects will
be November 16, 2015, the first business
day following the Repurchase Date.
|
|
|
|
|
Conversion of the
Notes
|
|
|
|
|
Determination of Conversion Price
|
November 17, 2015
|
The date on which the Conversion Price
will be determined in accordance with
the terms of the indenture governing the
notes.
|
|
|
|
Deadline to Convert Notes
|
5:00 p.m., New York City time, on
November 18, 2015
|
The last day and time for holders to
tender convert their Notes. Payment of
the Conversion Price will be made
promptly following such date, which the
Company expects will be November 19,
2015, the first business day following
such date.
|
|
|
|
|
Redemption of the
Notes
|
|
|
|
|
Date of Redemption
|
November 20, 2015
|
Payment of the Redemption Price will be
made on or promptly following such
date.
|
DDR has filed a Tender Offer Statement on Schedule TO with the
Securities and Exchange Commission (the "SEC") and has made
available to holders of the notes, through the Depository Trust
Company, documents specifying the terms, conditions and procedures
for tendering and withdrawing notes for repurchase. Holders of the
notes are encouraged to read these documents carefully before
deciding to convert their notes or to exercise their option to
require DDR to repurchase their notes because these documents
contain important information regarding these transactions. Holders
of the notes and other interested parties may obtain a free copy of
these statements and other relevant documents at the SEC's website,
http://www.sec.gov, or from DDR's website at www.ddr.com, or from
DDR Corp. at 3300 Enterprise Parkway, Beachwood, Ohio 44122, Attn: Matt Lougee, Senior Vice President of Finance,
telephone (216) 755-5500, or from the Trustee, Paying Agent and
Conversion Agent for the Offer at U.S. Bank National Association,
Attn: Corporate Actions, 111 Fillmore Avenue, St. Paul, Minnesota 55107-1402.
About DDR Corp.
DDR is an owner and manager of 382 value-oriented shopping centers
representing 116 million square feet in 41 states and Puerto Rico. The Company's portfolio is
comprised primarily of large-format power centers located in top
markets across the United States,
and is actively managed to create long-term shareholder value. DDR
is a self-administered and self-managed REIT operating as a fully
integrated real estate company, and is publicly traded on the New
York Stock Exchange under the ticker symbol DDR. Additional
information about the Company is available at www.ddr.com.
Safe Harbor
DDR Corp. considers portions of
the information in this press release to be forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934,
both as amended, with respect to the Company's expectation for
future periods. Although the Company believes that the expectations
reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that its
expectations will be achieved. For this purpose, any statements
contained herein that are not historical fact may be deemed to be
forward-looking statements. There are a number of important factors
that could cause our results to differ materially from those
indicated by such forward-looking statements, including, among
other factors, local conditions such as supply of space or a
reduction in demand for real estate in the area; competition from
other available space; dependence on rental income from real
property; the loss of, significant downsizing of or bankruptcy of a
major tenant; constructing properties or expansions that produce a
desired yield on investment; our ability to buy or sell assets on
commercially reasonable terms; our ability to complete acquisitions
or dispositions of assets under contract; our ability to secure
equity or debt financing on commercially acceptable terms or at
all; our ability to enter into definitive agreements with regard to
our financing and joint venture arrangements or our failure to
satisfy conditions to the completion of these arrangements; the
success of our capital recycling strategy; and our decision not to
redeem any notes not tendered in the Offer. For additional factors
that could cause the results of the Company to differ materially
from those indicated in the forward-looking statements, please
refer to the Company's Form 10-K for the year ended December
31, 2014, as amended. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof.
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SOURCE DDR Corp.