SITE Centers Corp. Files 8-K on Material Agreements & Officer Changes

TL;DR

SITE Centers Corp. filed an 8-K detailing material agreements, asset deals, and exec changes as of Sept 30.

AI Summary

SITE Centers Corp. filed an 8-K on October 2, 2024, reporting on several material events as of September 30, 2024. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and changes related to directors and officers, including compensatory arrangements. The filing also contains Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by SITE Centers Corp., including potential asset changes and executive-level adjustments, which could impact the company's strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, asset dispositions/acquisitions, and changes in officers/directors, which inherently carry medium risk due to potential strategic shifts and financial implications.

Key Players & Entities

• SITE Centers Corp. (company) — Filer of the 8-K report
• DDR CORP (company) — Former company name of SITE Centers Corp.
• DEVELOPERS DIVERSIFIED REALTY CORP (company) — Former company name of SITE Centers Corp.

FAQ

Key Financial Figures

• $0.10 — ch registered Common Shares, Par Value $0.10 Per Share SITC New York Stock Excha
• $800 million — fer to Curbline of unrestricted cash of $800 million upon consummation of the Separation) an
• $34.4 million — lopment projects were estimated to cost $34.4 million to complete, and the Separation and Dis
• $0.9 million — Curbline an aggregate of approximately $0.9 million for rent and a contribution to real est
• $2.5 million — e to the Operating Partnership equal to $2.5 million multiplied by the number of whole or pa
• $12 million — e to the Operating Partnership equal to $12 million on the date of such termination. Inde
• $41,666 — n received consulting fees at a rate of $41,666 per month for these consulting services
• $500,000 — will receive a base salary at a rate of $500,000 per year. Mr. Morgan will be eligible u
• $300,000 — ceive an annual cash incentive of up to $300,000 each year based on actual performance,
• $600,000 — ), cash severance in an amount equal to $600,000, and a lump sum in cash equal to 18 mon

Filing Documents

• d104351d8k.htm (8-K) — 79KB
• d104351dex21.htm (EX-2.1) — 328KB
• d104351dex101.htm (EX-10.1) — 139KB
• d104351dex102.htm (EX-10.2) — 156KB
• d104351dex103.htm (EX-10.3) — 87KB
• d104351dex991.htm (EX-99.1) — 8KB
• d104351dex992.htm (EX-99.2) — 256KB
• g104351g1001071300260.jpg (GRAPHIC) — 2KB
• 0001193125-24-231147.txt ( ) — 1405KB
• sitc-20240930.xsd (EX-101.SCH) — 4KB
• sitc-20240930_def.xml (EX-101.DEF) — 13KB
• sitc-20240930_lab.xml (EX-101.LAB) — 22KB
• sitc-20240930_pre.xml (EX-101.PRE) — 14KB
• d104351d8k_htm.xml (XML) — 6KB

From the Filing

8-K 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): September 30, 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. Item1.01 Entry Into a Material Definitive Agreement. On October 1, 2024 (the " Spin Off Date "), SITE Centers Corp. (the " Company " or " SITE Centers ") completed the previously announced spin off (the " Spin Off ") of Curbline Properties Corp. (" Curbline "), pursuant to which SITE Centers contributed a portfolio of convenience retail properties to Curbline, as well as transferred to Curbline certain other assets, liabilities and obligations (the " Separation "), and effected a pro rata special distribution (the " Distribution ") of shares of common stock of Curbline (" Common Stock ") to SITE Centers common shareholders of record as of September 23, 2024, the record date for the Distribution (the " Record Date "). On the Spin Off Date, each holder of SITE Centers common shares as of the Record Date received two shares of Common Stock for every one SITE Centers common share held. In connection with the Spin Off, on the Spin Off Date, the Company entered into each of the Separation and Distribution Agreement, the Shared Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement (as such terms are defined below). The descriptions included below of the Separation and Distribution Agreement, the Shared Services Agreement, the Tax Matters Agreement and the Employee Matters Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Curbline is now an independent public company listed on the New York Stock Exchange (the " NYSE ") under the symbol "CURB." Separation and Distribution Agreement Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement by and among SITE Centers, Curbline Properties LP (the " Operating Partnership ") and Curbline (the " Separation and Distribution Agreement ") provides for the principal transactions necessary to consummate the Separation, including the allocation among Curbline, the Operating Partnership and SITE Centers of SITE Centers' assets, liabilities and obligations attributable to periods both prior to and following the Separation. In particular, the Separation and Distribution Agreement provides, among other things, that certain assets relating to Curbline's business will be transferred to the Operating Partnership or the applicable Curbline subsidiary, including equity interests of certain SITE Centers subsidiaries that hold assets and liabilities related to Curbline, interests in real property, certain tangible personal property, cash and cash equivalents held in Curbline accounts (including the transfer to Curbline of unrestricted cash of $800 million upon consummation of the Separation) and other ass

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View this 8-K filing on SEC EDGAR