SITC SITE Centers
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 29, 2021
SITE Centers Corp.
(Exact name of registrant as specified in charter)
|(State or other jurisdiction|
|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 (see General Instruction A.2. below):
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
Name of each exchange
|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 8.01. Other Events.
Sales Agency Financing Agreements
On October 29, 2021, SITE Centers Corp. (the “Company”) entered into separate sales agency financing agreements (such agreements, the “Sales Agreements”) with BNY Mellon Capital Markets, LLC (“BNYMCM”), BTIG, LLC (“BTIG”), Capital One Securities, Inc. (“Capital One Securities”), CIBC World Markets Corp. (“CIBC”), Evercore Group L.L.C. (“Evercore”), Jefferies LLC (“Jefferies”), KeyBanc Capital Markets Inc. (“KBCM”), RBC Capital Markets, LLC (“RBC”), Regions Securities LLC (“Regions”), Scotia Capital (USA) Inc. (“Scotiabank”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), TD Securities (USA) LLC (“TD Securities”), and Wells Fargo Securities, LLC (“Wells Fargo Securities”), respectively. BNYMCM, BTIG, Capital One Securities, CIBC, Evercore, Jefferies, KBCM, RBC, Regions, Scotiabank, Stifel, TD Securities and Wells Fargo Securities are referred to, collectively, as the “Sales Agents.” Under the terms of the Sales Agreements, the Company may, from time to time, (1) issue and sell its common shares, par value $0.10 per share (“Common Shares”), through the Sales Agents and (2) as applicable, enter into forward sale agreements (the “Forward Sale Agreements”) under separate Master Forward Sale Agreements (as defined below) and related supplemental confirmations, between the Company and BNYMCM, CIBC, Jefferies, KBCM, RBC, Regions, Scotiabank, TD Securities or Wells Fargo Securities, or one of their affiliates (each, in such capacity, a “Forward Purchaser”). In connection with each Forward Sale Agreement, the Company expects that the related Sales Agent (in such capacity, a “Forward Seller”) will sell a number of Common Shares borrowed from third parties equal to the number of Common Shares underlying such Forward Sale Agreement to hedge such Forward Sale Agreement. In no event will the aggregate number of Common Shares sold through the Sales Agents and the Forward Sellers under the Sales Agreements have an aggregate sales price in excess of $250,000,000.
The sales, if any, of Common Shares under any Sales Agreement will be made in “at the market offerings” as defined in Rule 415 of the Securities Act of 1933, including sales made directly on the New York Stock Exchange, the existing trading market for the Common Shares, or sales made to or through a market maker or through an electronic communications network. In addition, the Common Shares may be offered and sold by such other methods, including privately negotiated transactions, as the Company and any Sales Agent or any Forward Seller agree to in writing.
The Company will pay each Sales Agent a commission at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the sales price of all Common Shares sold through it as a sales agent for the Company under the applicable Sales Agreement.
In connection with each Forward Sale Agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price, selling commissions at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the volume-weighted average of the sales prices of all borrowed Common Shares sold during the applicable period by it as a Forward Seller.
The Company has agreed to reimburse the Sales Agents, the Forward Sellers and the Forward Purchasers for certain of their reasonable, documented out-of-pocket expenses incurred in connection with their respective services (up to $100,000 in the aggregate), including fees and expenses of counsel; provided, however, that the Company will not be required to reimburse the Sales Agents, the Forward Sellers and the Forward Purchasers for any amounts if Common Shares with an aggregate sales price of $10,000,000 or more are sold under the Sales Agreements prior to the date that is 18 months after the date of the Sales Agreements.
The Common Shares will be sold pursuant to the Company’s automatic shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-257074) filed on June 14, 2021 with the Securities and Exchange Commission. The Company filed a prospectus supplement, dated October 29, 2021 (the “Prospectus Supplement”), to the prospectus, dated June 14, 2021, with the Securities and Exchange Commission in connection with the offer and sale of the Common Shares. In connection with entering into the Sales Agreements and the filing of the Prospectus Supplement, the Company terminated its offering of Common Shares pursuant to the Company’s prospectus supplement, dated June 15, 2021, relating to the offer and sale of up to $250,000,000 in the aggregate of Common Shares from time to time through any of the sales agents named therein.
The Form of Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. This description of the material terms of the Sales Agreements is qualified in its entirety by reference to such exhibit.
Master Forward Sale Agreements
On October 29, 2021, the Company entered into separate master confirmations for forward stock sale transactions (such agreements, the “Master Forward Sale Agreements”), with each of the Forward Purchasers. Under the terms of the Master Forward Sale Agreements, the Company may from time to time enter into one or more Forward Sale Agreements. In connection with each Forward Sale Agreement, the Company expects that the relevant Forward Seller will sell a number of Common Shares borrowed from third parties equal to the number of Common Shares underlying such Forward Sale Agreement to hedge such Forward Sale Agreement.
If the Company elects to physically settle any Forward Sale Agreement by delivering Common Shares, it will receive an amount of cash from the relevant Forward Purchaser equal to the product of the initial forward sale price per share under such Forward Sale Agreement and the number of Common Shares underlying such Forward Sale Agreement, subject to the price adjustment and other provisions of such Forward Sale Agreement. The initial forward sale price per share under each Forward Sale Agreement will equal the product of (1) an amount equal to one minus the applicable forward selling commission and (2) the volume-weighted average price per share at which the borrowed Common Shares were sold pursuant to the relevant Sales Agreement by the relevant Forward Seller to hedge the relevant Forward Purchaser’s exposure under such Forward Sale Agreement. Thereafter, the forward sale price will be subject to a price adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased based on amounts related to expected dividends on Common Shares during the term of the applicable Forward Sale Agreement. If the specified daily rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price.
Except under certain circumstances, the Company has the right, in lieu of physical settlement of any Forward Sale Agreement, to elect cash or net share settlement of such Forward Sale Agreement. If the Company elects cash or net share settlement of any Forward Sale Agreement, the Company expects the relevant Forward Purchaser or one of its affiliates to purchase Common Shares in the open market in connection with settling that Forward Sale Agreement. The number of Common Shares a Forward Purchaser (or its affiliate) is expected to purchase in the open market will be a number of Common Shares necessary to:
in the case of net share settlement or cash settlement, return the Common Shares that such Forward Purchaser (or its affiliate) has borrowed in connection with sales of Common Shares to hedge such Forward Sale Agreement (in the case of net share settlement in which the Company is obligated to deliver Common Shares to the Forward Purchaser, after taking into consideration such delivery); and
in the case of net share settlement in which the Forward Purchaser is obligated to deliver Common Shares to the Company, deliver such Common Shares to the Company in settlement of the applicable Forward Sale Agreement.
If the price of Common Shares at which these purchases are made is below the relevant forward sale price, such Forward Purchaser will pay the Company such difference in cash (if the Company elects to cash settle) or deliver to the Company Common Shares having a market value equal to such difference (if the Company elects to net share settle). If the price of Common Shares at which these purchases are made exceeds the relevant forward sale price, the Company will pay such Forward Purchaser an amount in cash equal to such difference (if the Company elects to cash settle) or the Company will deliver to such Forward Purchaser a number of Common Shares having a market value equal to such difference (if the Company elects to net share settle). Any such difference could be significant. In addition, these purchases of Common Shares by such Forward Purchaser or one of its affiliates could cause the price of Common Shares to increase over time, thereby increasing the number of Common Shares or amount of cash the Company owes to such Forward Purchaser upon net share or cash settlement or decreasing the number of Common Shares or amount of cash the Forward Purchaser would owe to the Company upon net share or cash settlement.
A Forward Purchaser will have the right to accelerate each Forward Sale Agreement that it enters into with the Company and to require the Company to physically settle on a date specified by such Forward Purchaser if (1) it or its affiliate is unable to hedge (or maintain a hedge of) its exposure under such Forward Sale Agreement after using
commercially reasonable efforts because (x) insufficient amounts of Common Shares have been made available for borrowing by share lenders or (y) such Forward Purchaser or its affiliate would incur a stock loan cost in excess of a specified threshold, (2) the Company declares any dividend, issue or distribution on Common Shares payable in (a) cash in excess of a specified amount, (b) securities of another company or (c) any other type of securities (other than Common Shares), rights, warrants or other assets, (3) the Company’s Board of Directors approves of or there is a public announcement of certain merger events, (4) an event involving the Company’s insolvency, nationalization or delisting of Common Shares occurs or (5) certain other events of default or termination events occur, including, among other things, any material misrepresentation made in connection with such Forward Sale Agreement, the Company’s bankruptcy or a change in law (each as more fully described in each Forward Sale Agreement). A Forward Purchaser’s decision to exercise its right to require the Company to settle any Forward Sale Agreement will be made irrespective of the Company’s interests, including its need for capital. In such cases, the Company could be required to issue and deliver Common Shares under the terms of the physical settlement provisions of any such Forward Sale Agreement irrespective of its capital needs, which would result in dilution to the Company’s earnings per share and return on equity.
In addition, upon certain events of bankruptcy, insolvency or reorganization relating to the Company, a Forward Sale Agreement will terminate without further liability of either party. Following any such termination, the Company would not issue any Common Shares and the Company would not receive any proceeds pursuant to such Forward Sale Agreement.
The Form of Master Forward Sale Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference. This description of the material terms of the Master Forward Sale Agreements is qualified in its entirety by reference to such exhibit.
Exhibits to the Registration Statement
In addition to the Form of Sales Agreement and Form of Master Forward Sale Agreement, the Company is filing herewith the opinion of Jones Day as an exhibit to the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
|1.1||Form of Sales Agency Financing Agreement|
|1.2||Form of Master Confirmation for Forward Stock Sale Transactions|
|5.1||Opinion of Jones Day|
|23.1||Consent of Jones Day (included in Exhibit 5.1)|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
/s/ Aaron M. Kitlowski
|Name: Aaron M. Kitlowski|
|Title: Executive Vice President, General Counsel and Secretary|
Date: October 29, 2021