SITC 8-K
SITE Centers Corp. (SITC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 1.01 Entry into a Material Definitive Agreement.
On May 17, 2024, certain subsidiaries (the “Sellers”) of SITE Centers Corp. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with an affiliate of Pine Tree (the “Purchaser”). Pursuant to the Purchase Agreement, the Sellers have agreed to sell to the Purchaser their interests in Arrowhead Crossing (Phoenix, Arizona), Easton Market (Columbus, Ohio), The Fountains (Miami, Florida), Kenwood Square (Cincinnati, Ohio), Polaris Towne Center (Columbus, Ohio) and Tanasbourne Town Center (Portland, Oregon) for a price of $495 million in cash, subject to adjustment for certain closing pro-rations, allocations and credits for signed leases and capital expenditures. The transaction does not include the sale of 14,159 square feet of gross leaseable area ("GLA") at The Fountains (Shops at the Fountains), 70,971 square feet of GLA at Polaris Towne Center (Shops on Polaris), and 8,477 square feet of GLA at Tanasbourne Town Center (Shops at Tanasbourne), which parcels will be retained by the Company and are intended to be included in its anticipated spin-off of Curbline Properties Corp.
Closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Sellers’ representations in all material respects and the absence of certain casualty or condemnation events. Closing of the sale transaction is expected to occur by the end of the second quarter of 2024.
Safe Harbor
The Company considers information in this Current Report that relates to expectations for future periods 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. 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 actual results to differ materially from those indicated by such forward-looking statements, including, among other factors, the Sellers’ ability to satisfy the conditions to closing specified in the Purchase Agreement and the Purchaser’s ability to perform. The Company undertakes no obligation to revise these forward-looking statements to reflect events or circumstances that arise after the date of this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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SITE Centers Corp. |
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Date: |
May 20, 2024 |
By: |
/s/ Aaron M. Kitlowski |
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Executive Vice President, General Counsel and Secretary |