BEACHWOOD, Ohio, Jan. 12, 2012 /PRNewswire/ -- DDR Corp.
(NYSE: DDR) today announced it has priced an offering of 16,500,000
common shares at a price of $12.95
per share, all of which are being offered in connection with the
forward sale agreements described below. DDR Corp. has also granted
the underwriters a 30-day option to purchase up to an additional
2,475,000 common shares. The offering is expected to close on
January 18, 2012, subject to
customary closing conditions.
Goldman, Sachs & Co., Citigroup Global Markets Inc., Wells
Fargo Securities, LLC and PNC Capital Markets LLC are serving as
joint book-running managers for the offering. Morgan Keegan & Company, Inc., Capital One
Southcoast, Inc., and RBS Securities Inc. are serving as senior
co-managers for the offering. Scotia Capital (USA) Inc. is serving as co-manager for the
offering.
In connection with the offering, DDR Corp has entered into
forward sale agreements with Goldman, Sachs & Co. and Citigroup
Global Markets Inc., or their respective affiliates (which are
referred to as forward purchasers), with respect to the 16,500,000
of its common shares covered by the offering. The forward
purchasers are each expected to borrow and sell 8,250,000 common
shares of DDR Corp. Pursuant to the terms of the forward sale
agreements, and subject to its right to elect cash or net share
settlement, DDR Corp. intends to sell, upon physical settlement of
such forward sale agreements, an aggregate of 16,500,000 of its
common shares to the forward purchasers. If the option is
exercised, the number of common shares underlying the forward sale
agreements will be increased in respect of the number of common
shares that are subject to the exercise of the option.
DDR Corp. will not receive any proceeds from the sale of its
common shares until settlement of the forward sale agreements,
which is expected to occur on or about June
29, 2012.
DDR Corp. expects to use the net proceeds it receives from the
forward equity sale primarily to fund its investments in a newly
created joint venture with a real estate fund managed by
Blackstone. The joint venture has entered into a purchase and sale
agreement to acquire a portfolio of 46 shopping centers currently
owned by EPN Group (the "EDT Retail Portfolio"). Excess net
proceeds are expected to be used to reduce balances on DDR Corp.'s
revolving credit facilities and for general corporate purposes.
A preliminary prospectus supplement and accompanying prospectus
relating to the offering have been filed with the Securities and
Exchange Commission. A copy of the prospectus supplement and
accompanying prospectus relating to the offering may be obtained
from: Goldman, Sachs & Co., Prospectus Department, 200 West
Street, New York, NY 10282,
telephone: (866) 471-2526, facsimile: (212) 902-9316 or by emailing
prospectus-ny@ny.email.gs.com; or Citigroup Global Markets Inc.,
Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, Attention: Prospectus
Department, telephone: (877) 858-5407; or Wells Fargo Securities,
LLC, 375 Park Avenue, New York, NY
10152, Attention: Equity Syndicate Dept., telephone (800) 326-5897
or cmclientsupport@wellsfargo.com; or PNC Capital Markets LLC, 225
Fifth Avenue, Pittsburgh,
Pennsylvania 15222, Attention: Equity Syndicate, (412)
768-8040.
This release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale is not permitted. A
registration statement relating to these securities has been filed
with the Securities and Exchange Commission and is effective.
About DDR
DDR is an owner and manager of 538 value-oriented shopping
centers representing 134 million square feet in 41 states,
Puerto Rico and Brazil. The company's assets
are concentrated in high barrier-to-entry markets with stable
populations and high growth potential and its portfolio is actively
managed to create long-term shareholder value. DDR is a
self-administered and self-managed REIT operating as a fully
integrated real estate company.
DDR 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, the
ability of the joint venture between affiliates of the Company and
Blackstone to successfully complete the acquisition of the EDT
Retail Portfolio; local conditions such as oversupply 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; constructing properties or expansions that produce a
desired yield 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 and the
success of our capital recycling strategy. 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 Form 10-K for the year ended
December 31, 2010. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof.
SOURCE DDR Corp.