- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
November 02 2010 - 2:52PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Dated November 1, 2010
Registration Statement No. 333-162451
Relating to
Preliminary Prospectus Supplement Dated November 1, 2010 to
Prospectus dated October 13, 2009
Explanatory Note: This amended free writing prospectus is being filed soley to reflect corrected CUSIP and ISIN numbers below.
Developers Diversified Realty Corporation
1.75% Convertible Senior Notes due 2040
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Issuer:
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Developers Diversified Realty Corporation
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Trade Date:
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November 2, 2010.
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Settlement Date:
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November 5, 2010.
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Title of Securities:
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1.75% Convertible Senior Notes due 2040.
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Ticker / Exchange for Common
Shares:
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DDR / New York Stock Exchange (NYSE).
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Aggregate Principal Amount Offered:
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$305,000,000 (excluding option to
purchase up to $45,000,000 of additional
notes).
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Price to Public:
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100% of principal amount, plus accrued
interest, if any, from the Settlement
Date.
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Maturity:
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November 15, 2040, unless earlier
repurchased, converted or redeemed.
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Annual Interest Rate:
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1.75% per annum.
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Interest Payment Dates:
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May 15 and November 15 of each year,
beginning May 15, 2011.
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NYSE last reported sale price of
common shares on November 1, 2010:
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$12.85
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Conversion Premium:
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Approximately 27.5% above the NYSE last
reported sale price of common shares on
November 1, 2010.
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Call Period:
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Issuer may, at its option, redeem all or
a portion of the notes for cash on or
after November 20, 2015.
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Put Dates:
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Holders may require the issuer to
repurchase all or a portion of their
notes for cash on November 15, 2015,
November 15, 2020, November 15, 2025,
November 15, 2030 and November 15, 2035.
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Conversion Price:
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Approximately $16.38 per common share.
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Conversion Rate:
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61.0361 common shares per $1,000
aggregate principal amount of notes.
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Use of Proceeds:
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The net proceeds from the sale of the
notes are estimated to be approximately
$298.6 million (or approximately $342.7
million if the underwriters
over-allotment option is exercised in
full), after deducting the underwriting
discount and estimated offering
expenses. The issuer intends to use the
net proceeds from the offering to repay
debt and for general corporate purposes.
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CUSIP Number:
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251591AX1
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ISIN Number:
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US251591AX13
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Adjustment to Conversion Rate upon
a Change in Control:
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The following table sets forth the
hypothetical share price, effective date
and number of additional shares to be
issuable per $1,000 principal amount of
notes:
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Share Price
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Effective date
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$12.85
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$14.00
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$15.00
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$16.00
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$18.00
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$20.00
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$22.00
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$25.00
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$30.00
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$35.00
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$40.00
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$45.00
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$50.00
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11/5/2010
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16.7849
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14.1925
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11.5928
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9.6160
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6.7117
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4.7654
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3.4339
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2.1480
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1.0203
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0.4862
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0.2162
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0.0761
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0.0085
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11/15/2011
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16.7849
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14.1773
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11.5456
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9.4437
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6.3981
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4.4045
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3.0771
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1.8405
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0.8165
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0.3640
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0.1481
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0.0416
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0.0000
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11/15/2012
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16.7849
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13.9524
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11.1382
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8.9151
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5.7620
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3.7732
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2.5064
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1.3943
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0.5564
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0.2249
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0.0789
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0.0116
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0.0000
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11/15/2013
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16.7849
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13.1027
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10.1071
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7.7848
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4.6136
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2.7479
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1.6575
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0.8061
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0.2727
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0.0979
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0.0257
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0.0000
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0.0000
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11/15/2014
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16.7849
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11.7547
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8.4396
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5.9557
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2.8345
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1.2932
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0.5858
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0.1987
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0.0594
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0.0232
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0.0016
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0.0000
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0.0000
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11/20/2015
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16.7849
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10.3925
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5.6306
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1.4620
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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0.0000
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Adjustment to Conversion Rate upon a
Change in Control:
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If the share price is equal to
or in excess of $50.00 per share
(subject to adjustment), the
conversion rate will not be
adjusted.
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If the share price is less than
$12.85 per share (subject to
adjustment), the conversion rate
will not be adjusted.
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2
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Notwithstanding the foregoing,
in no event will the total
number of common shares issuable
upon conversion exceed 77.8210
per $1,000 principal amount of
notes, subject to adjustments in
the same manner as the
conversion rate as set forth in
the preliminary prospectus
supplement.
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Joint Book-Running Managers:
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J.P. Morgan Securities LLC,
Goldman, Sachs & Co., Deutsche
Bank Securities Inc. and UBS
Securities LLC
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Senior Co-Managers:
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KeyBanc Capital Markets Inc.,
RBC Capital Markets Corporation,
Scotia Capital (USA) Inc. and
U.S. Bancorp Investments, Inc.
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Co-Managers:
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Daiwa Capital Markets America
Inc., FBR Capital Markets & Co.,
ING Financial Markets LLC and
RBS Securities Inc.
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The issuer has filed a registration statement (including a preliminary prospectus supplement and a
prospectus) with the SEC for the offering to which this communication relates. Before you invest,
you should read the preliminary prospectus supplement and the prospectus in that registration
statement and other documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting EDGAR on the SECs
Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in
the offering will arrange to send you the preliminary prospectus supplement and the prospectus if
you request it by calling J.P. Morgan Securities LLC toll-free at 1-866-803-9204, Goldman, Sachs &
Co. toll-free at 1-866-471-2576, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611 or UBS
Securities LLC toll-free at 1-877-827-6444, ext. 561-3884.
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