DDR Announces Spin-Off Record and Distribution Dates; RVI Files Form 10 Publicly with SEC
04 Juni 2018 - 10:15PM
Business Wire
DDR Corp. (NYSE: DDR) today announced that its Board of
Directors has set record and distribution dates for the spin-off of
a portfolio of 49 assets that includes 37 continental U.S. assets
and all 12 of its Puerto Rico assets into a separate publicly
traded company, which will be effected through the distribution of
100 percent of the common shares of Retail Value Inc. (“RVI”) to
holders of DDR common shares. The board's decision was followed by
the filing with the Securities and Exchange Commission (the “SEC”)
on June 4, 2018 of the RVI Registration Statement on Form 10 (the
"Form 10"), a copy of which is available at www.sec.gov.
The distribution date for the RVI common shares is expected to
be on or about July 1, 2018. Following the distribution date, RVI
will be an independent, publicly traded company managed by one or
more subsidiaries of DDR. RVI expects to receive approval prior to
the distribution date to list its common shares on the New York
Stock Exchange (the “NYSE”) under the ticker symbol “RVI.”
DDR shareholders will receive one RVI common share for every ten
common shares of DDR held at the close of business on the record
date of June 26, 2018. DDR shareholders entitled to receive the
July 1 distribution will receive a book-entry account statement or
a credit to their brokerage account reflecting their new ownership
of RVI common shares. Fractional shares of RVI will not be
distributed, and instead DDR common shareholders will receive cash
in lieu of any fractional shares that they would otherwise be
entitled to receive in the distribution.
DDR expects “when-issued” public trading for RVI common shares
will commence on the NYSE on or about June 25, 2018, under the
ticker symbol “RVI WI,” and will continue through the distribution
date. DDR also anticipates that "regular way" trading of RVI common
shares will begin on July 2, 2018, which is expected to be the
first trading day following the distribution date.
The completion of the spin-off is subject to certain conditions
including, without limitation, the SEC declaring RVI's Form 10
effective.
About RVI
RVI will become an independent publicly traded company upon its
spin-off, which is expected to occur on or about July 1, and
thereafter trade under the ticker symbol RVI on the New York Stock
Exchange. RVI was formed primarily to hold assets in the
continental U.S. and Puerto Rico and will be managed by one or more
subsidiaries of DDR. RVI expects to focus on realizing value in its
business through operations and sales of its assets, which had a
combined gross book value of approximately $2.8 billion as of March
31, 2018.
About DDR
DDR is an owner and manager of 258 value-oriented shopping
centers representing 89 million square feet in 32 states and Puerto
Rico. The Company owns a high-quality portfolio of open-air
shopping centers in major metropolitan areas that provide a
highly-compelling shopping experience and merchandise mix for
retail partners and consumers. The Company actively manages its
assets with a focus on creating 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 NYSE
under the ticker symbol DDR. Additional information about the
Company is available at www.ddr.com. To be included in the
Company’s e-mail distributions for press releases and other
investor news, please click here.
Safe Harbor
DDR 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, our ability to complete the spin-off in a
timely manner or at all, our ability to satisfy the various closing
conditions to the spin-off, the impact of the spin-off on our
business and that of RVI, and the Company’s and RVI’s ability to
execute their respective business strategies following the
spin-off. Other risks and uncertainties that could cause our
results to differ materially from those indicated by such
forward-looking statement include 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; 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; 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 success of our deleveraging strategy; and our
ability to maintain our 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20180604006388/en/
DDR Corp.Matthew Ostrower, 216-755-5500EVP and Chief Financial
Officer
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