DDR Announces Pricing of Common Shares Offering on a Forward Basis
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 firstname.lastname@example.org; 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 email@example.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.
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.