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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 19, 2020

 

SITE Centers Corp.

(Exact name of registrant as specified in its charter)

 

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Shares, Par Value $0.10 Per Share

 

SITC

 

New York Stock Exchange

Depositary Shares, each representing 1/20 of a share of 6.375% Class A Cumulative Redeemable Preferred Shares without Par Value

 

SITC PRA

 

New York Stock Exchange

Depositary Shares, each representing 1/20 of a share of 6.25% Class K Cumulative Redeemable Preferred Shares without Par Value

 

SITC PRK

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 8.01. Other Events.

On February 19, 2020, SITE Centers Corp. (the “Company”) completed the sale of its interest in the DDRTC joint venture to its partner, an affiliate of TIAA-CREF, which resulted in net proceeds to the Company of approximately $143 million prior to any working capital adjustments. The Company intends to use the proceeds from the sale of its interest in the DDRTC joint venture, together with borrowings under its unsecured revolving credit facility, to fund the Redemption Price (as defined below).

The Company has provided notice of its intent to redeem all $200,000,000 aggregate principal amount outstanding of its 4.625% Notes due 2022 (CUSIP No.: 23317H AA0) (the “Notes”) pursuant to the provisions of the Notes and the indenture governing the Notes (the “Indenture”) on March 23, 2020 (the “Redemption Date”).

The Notes will be redeemed at a redemption price equal to the sum of the present values of the remaining scheduled payments of principal and interest through the maturity date (not including the portion of any payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus 50 basis points (the “Redemption Price”), plus the amount of accrued and unpaid interest on the outstanding aggregate principal amount of the Notes to (but not including) the Redemption Date.

The foregoing does not constitute a notice of redemption of any of the Notes.

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.

SITE CENTERS CORP.

     

By:

 

/s/ Christa A. Vesy

Name:

 

Christa A. Vesy

Title:

 

Executive Vice President and Chief Accounting Officer

Date: February 21, 2020

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