BEACHWOOD, Ohio--(BUSINESS WIRE)--SITE Centers Corp. (NYSE: SITC) (formerly known as DDR Corp.) (the “Company”) today announced that it has commenced a cash tender offer (the “Offer”) for up to $250 million aggregate principal amount (the “Maximum Tender Amount”) of its 4.625% Notes due 2022 (the “Notes”). Notes purchased in the Offer will be retired and cancelled.
The following table sets forth certain information regarding the Notes and the Offer:
| Principal | Reference U.S. | Early Tender | Bloomberg | |||||||||
| Amount | Treasury | Fixed Spread | Premium (per | Reference | ||||||||
| Title of Security | CUSIP Number | Outstanding | Security(1) | (basis points) | $1,000) | Page(2) | ||||||
| 4.625% Notes due | 2.875% UST due | |||||||||||
| 2022 | 23317H AA0 | $450,000,000 | 11/30/2023 | +75 bps | $30.00 | FIT1 | ||||||
| (1) | In the above table, “UST” denotes a U.S. Treasury Security. | |
| (2) | The page on Bloomberg from which the dealer manager will quote the bid-side price of the Reference U.S. Treasury Security (as set forth above). | |
The Offer is being made pursuant to, and is subject to the terms and conditions set forth in, the Offer to Purchase dated November 29, 2018 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”). The Offer will expire at 11:59 p.m., New York City time, on December 27, 2018, unless extended or the Offer is earlier terminated by the Company (such date and time, as it may be extended, the “Expiration Time”). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on December 12, 2018 (such date and time, as it may be extended, the “Withdrawal Deadline”), but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.
Holders of Notes that are validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on December 12, 2018 (such date and time, as it may be extended, the “Early Tender Deadline”) and accepted for purchase will receive a consideration (the “Total Consideration”) per $1,000 principal amount of such Notes that includes an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). The Total Consideration will be determined in the manner described in the Offer to Purchase by reference to the Fixed Spread specified in the table above over the yield to maturity of the Reference U.S. Treasury Security specified in the table above. Holders of Notes who validly tender their Notes following the Early Tender Deadline and at or prior to the Expiration Time will only receive the “Tender Offer Consideration” per $1,000 principal amount of any such Notes that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at 10:00 a.m., New York City time, on December 13, 2018, unless extended or the Offer is earlier terminated by the Company.
Payments for Notes purchased will include accrued and unpaid interest from the last interest payment date of the Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase.
Subject to the Maximum Tender Amount and proration and the satisfaction or waiver of the conditions to the Offer, the Company intends to accept for purchase any Notes validly tendered and not validly withdrawn pursuant to the Offer. If (i) all of the conditions to the Offer are satisfied or waived and (ii) the Company accepts for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and such acceptance occurs after the Early Tender Deadline but on or prior to the date on which the Expiration Time occurs (such date, the “Early Acceptance Date”), then the Company will make payment for such accepted Notes on or promptly following the Early Acceptance Date (such date, the “Early Settlement Date”). The Company anticipates that the Early Acceptance Date and the Early Settlement Date will occur promptly following the later to occur of the Early Tender Deadline and the satisfaction or waiver of all conditions to the Offer. The Company expects that the Early Settlement Date will be December 14, 2018. If, following the Expiration Time, (i) all of the conditions to the Offer are satisfied or waived and (ii) the Company accepts for purchase any Notes validly tendered after the Early Tender Deadline but at or prior to the Expiration Time, which acceptance is expected to occur on December 28, 2018, the first business day after the Expiration Time (such date, the “Final Acceptance Date”), then the Company will make payment for such accepted Notes on or promptly following the Final Acceptance Date, which payment is expected occur on December 31, 2018.
The Notes may be subject to proration (rounded to avoid the purchase of Notes in a principal amount other than in an integral multiple of $1,000) if the aggregate principal amount of the Notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded.
Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes following the Early Tender Deadline will not have any of their Notes accepted for purchase. The Company’s obligations to accept for payment, and to pay for, the Notes validly tendered in the Offer are subject to the satisfaction or waiver of the conditions to the Offer, as described in the Offer to Purchase. The Company reserves the absolute right, subject to applicable law, to: (i) waive any and all conditions to the Offer; (ii) extend or terminate the Offer; (iii) increase or decrease the Maximum Tender Amount without extending the Withdrawal Deadline; or (iv) otherwise amend the Offer in any respect.
Information Relating to the Offer
J.P. Morgan Securities LLC is acting as the dealer manager for the Offer. The information agent and tender agent for the Offer is D.F. King & Co, Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting D.F. King & Co, Inc. by telephone at (866) 828-9088 (toll-free) or (212) 269-5550 (banks and brokers) or by email at sitecenters@dfking.com. Questions regarding the Offer should be directed to J.P. Morgan Securities, LLC, Attention: Liability Management, at (212) 834-3424 (collect) or (866) 834-4666 (toll-free).
This press release shall not constitute an offer to buy or a solicitation of an offer to sell any of the Notes. The Offer is being made only pursuant to the Offer to Purchase and the Letter of Transmittal and only in such jurisdictions as is permitted under applicable law.
About SITE Centers Corp.
SITE Centers is an owner and manager of open-air shopping centers that provide a highly-compelling shopping experience and merchandise mix for retail partners and consumers. The Company 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 SITC. Additional information about the Company is available at www.sitecenters.com. To be included in the Company’s e-mail distributions for press releases and other investor news, please click here.
Safe Harbor
SITE Centers Corp. considers portions of the information in this press release to be forward-looking statements 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 and the impact of any such event on rental income from other tenants and our properties; redevelopment and construction activities may not achieve a desired return 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 termination of any joint venture arrangements or arrangements to manage real property; property damage, expenses related thereto and other business and economic consequences (including the potential loss of rental revenues) resulting from extreme weather conditions in locations where we own properties, and the ability to estimate accurately the amounts thereof; sufficiency and timing of any insurance recovery payments related to damages from extreme weather conditions; any change in strategy; the success of our deleveraging strategy; and our ability to maintain REIT status. 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 most recent reports on Form 10-K and Form 10-Q. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
