false 0001735184 0001735184 2024-02-29 2024-02-29

 

 

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 29, 2024

 

 

Retail Value Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Ohio   1-38517   82-4182996

(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:

 

☐

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

  

Name of each exchange

on which registered

N/A   N/A   N/A

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 29, 2024, Retail Value Inc. (the “Company”) issued a press release (the “Press Release”) to announce that its Board of Directors had declared a distribution of $0.11 per share payable on April 3, 2024 to the holders of common shares as of 5:00 p.m. Eastern Time on April 2, 2024. A copy of the Company’s Press Release is furnished hereto as Exhibit 99.1 which is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		   

Description

99.1    Press Release dated as of February 29, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

 

    Retail Value Inc.
    By:  

/s/ Aaron Kitlowski

      Name:   Aaron Kitlowski
Date: February 29, 2024       Title:  

Executive Vice President and

Corporate Secretary

Exhibit 99.1

 

Retail Value Inc.

3300 Enterprise Parkway

Beachwood, OH 44122

216-755-5500

   LOGO  

For additional information:

ir@retailvalueinc.com

FOR IMMEDIATE RELEASE:

Retail Value Inc. to Make Liquidating Distribution

BEACHWOOD, Ohio, February 29, 2024 - Retail Value Inc. (“RVI” or the “Company”) today announced that the Company’s Board of Directors authorized a liquidating distribution of $0.11 per share payable on April 3, 2024 to the holders of common shares as of 5:00 p.m. Eastern Time on April 2, 2024. The distribution will be funded with cash on hand.

Subject to uncertainties inherent in the winding-up of the Company, RVI may make one or more additional liquidating distributions. However, no assurances can be made as to the ultimate amounts to be distributed, if any, or the timing of any such distributions.

About RVI

RVI has completed the sale of all of its real estate holdings. On June 30, 2022, RVI filed a certificate of dissolution with the Ohio Secretary of State and the Company is in the process of winding up its business. RVI is managed by one or more subsidiaries of SITE Centers Corp. Additional information about RVI is available at www.retailvalueinc.com.

Safe Harbor

The Company considers information in this press release that relates to expectations for future periods 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. 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 actual results to differ materially from those indicated by such forward-looking statements, including the amount of costs and expenses relating to the wind-up of the Company’s business; the Company’s ability to collect amounts owed to it by third parties; and the cost and outcome of any legal proceedings that may arise with respect to the Company. The Company undertakes no obligation to revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

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Feb. 29, 2024
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Entity Central Index Key 0001735184
Document Type 8-K
Document Period End Date Feb. 29, 2024
Entity Registrant Name Retail Value Inc.
Entity Incorporation State Country Code OH
Entity File Number 1-38517
Entity Tax Identification Number 82-4182996
Entity Address, Address Line One 3300 Enterprise Parkway
Entity Address, City or Town Beachwood
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44122
City Area Code (216)
Local Phone Number 755-5500
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Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
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