SITE Centers Corp. (NYSE: SITC) (formerly known as DDR Corp.) (the Company) today announced the early tender results of its previously announced cash tender offer (the Offer) for up to $250,000,000 aggregate principal amount (the Maximum Tender Amount) of its 4.625% Notes due 2022 (the Notes).
The consideration (the Total Consideration) to be paid for Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on December 12, 2018 (the Early Tender Deadline) and accepted for purchase pursuant to the Offer will be determined by reference to the fixed spread of +75 basis points (the Fixed Spread) over the yield based on the bid-side price of the U.S. Treasury Security specified below (the Reference U.S. Treasury Security), as calculated by the Dealer Manager (as defined below) at 10:00 a.m., New York City time, on December 13, 2018. The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of Notes (the Early Tender Premium). Subject to the Maximum Tender Amount and proration, Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase and holders of such Notes will receive the Total Consideration, which includes the Early Tender Premium.
The Offer is being made solely 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The table below sets forth the principal amount of Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline.
Title of Security
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Principal Amount Outstanding
Principal Amount Tendered(1)
Reference U.S. Treasury Security(2)
Fixed Spread (basis points)(3)
Early Tender Premium (per $1,000)
Bloomberg Reference Page(4)
4.625% Notes due 2022
|23317H AA0||$ 450,000,000||$364,600,000|
2.875% UST due 11/30/2023
(1) As of the Early Tender Deadline. (2) In the above table, UST denotes a U.S. Treasury Security. (3) The Fixed Spread includes the Early Tender Premium. (4) The page on Bloomberg from which the Dealer Manager will quote the bid-side price of the Reference U.S. Treasury Security.
Because the Offer was oversubscribed as of the Early Tender Deadline, the Company expects that the Notes validly tendered and not validly withdrawn as of the Early Tender Deadline will be subject to proration and only a portion of those Notes will be accepted for purchase and that such acceptance will occur promptly following the Early Tender Deadline. Furthermore, holders who validly tender Notes following the Early Tender Deadline will not have any of their Notes accepted for purchase.
Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date of the Notes up to, but not including, the settlement date. The Company expects that the settlement date for Notes validly tendered and not validly withdrawn as of the Early Tender Deadline and accepted for purchase will be December 14, 2018.
Notes purchased in the Offer will be retired and cancelled. Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase and the Letter of Transmittal.
Information Relating to the Offer
J.P. Morgan Securities LLC is acting as the dealer manager (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 [email protected]. 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.
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.
SITE Centers Corp.
Matthew Ostrower, 216-755-5500
Chief Financial Officer