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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): May 17, 2024

 

 

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

 

 

(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(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

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 1.01 Entry into a Material Definitive Agreement.

On May 17, 2024, certain subsidiaries (the “Sellers”) of SITE Centers Corp. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with an affiliate of Pine Tree (the “Purchaser”). Pursuant to the Purchase Agreement, the Sellers have agreed to sell to the Purchaser their interests in Arrowhead Crossing (Phoenix, Arizona), Easton Market (Columbus, Ohio), The Fountains (Miami, Florida), Kenwood Square (Cincinnati, Ohio), Polaris Towne Center (Columbus, Ohio) and Tanasbourne Town Center (Portland, Oregon) for a price of $495 million in cash, subject to adjustment for certain closing pro-rations, allocations and credits for signed leases and capital expenditures. The transaction does not include the sale of 14,159 square feet of gross leaseable area ("GLA") at The Fountains (Shops at the Fountains), 70,971 square feet of GLA at Polaris Towne Center (Shops on Polaris), and 8,477 square feet of GLA at Tanasbourne Town Center (Shops at Tanasbourne), which parcels will be retained by the Company and are intended to be included in its anticipated spin-off of Curbline Properties Corp.

Closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Sellers’ representations in all material respects and the absence of certain casualty or condemnation events. Closing of the sale transaction is expected to occur by the end of the second quarter of 2024.

Safe Harbor

The Company considers information in this Current Report 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, both as amended. 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, among other factors, the Sellers’ ability to satisfy the conditions to closing specified in the Purchase Agreement and the Purchaser’s ability to perform. The Company undertakes no obligation to revise these forward-looking statements to reflect events or circumstances that arise after the date of this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number Description

 

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 hereunto duly authorized.

 

 

 

SITE Centers Corp.

 

 

 

 

Date:

May 20, 2024

By:

/s/ Aaron M. Kitlowski

 

 

 

Executive Vice President, General Counsel and Secretary

 

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Document And Entity Information
May 17, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 17, 2024
Entity Registrant Name SITE Centers Corp.
Entity Central Index Key 0000894315
Entity Emerging Growth Company false
Entity File Number 1-11690
Entity Incorporation, State or Country Code OH
Entity Tax Identification Number 34-1723097
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Cumulative Preferred Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Depositary Shares, each representing 1/20 of a share of 6.375% Class A Cumulative Redeemable Preferred Shares without Par Value
Trading Symbol SITC PRA
Security Exchange Name NYSE
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Shares, Par Value $0.10 Per Share
Trading Symbol SITC
Security Exchange Name NYSE
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