SITE Centers Corp 8-K, filed Oct 2, 2025
SITE Centers Corp. (SITC)
About this 8-K
SITE Centers Corp filed this 8-K on October 2, 2025, reporting on events of September 30, 2025.
Items reported
- Item 1.01: Entered into a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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 September 30, 2025, the general due diligence period expired under the Purchase and Sale Agreement, dated as of September 18, 2025 (as amended, the “Purchase Agreement”), by and between a subsidiary (the “Seller”) of SITE Centers Corp. (the “Company”), and B33 Nassau Park Pavilion III LLC (the “Purchaser”). Pursuant to the Purchase Agreement, the Seller has agreed to sell to the Purchaser all of its interests in Nassau Park Pavilion (Princeton, New Jersey) for an aggregate price of approximately $137.6 million in cash, subject to adjustment for certain closing pro-rations, allocations and credits. The property is currently encumbered by a mortgage loan with an outstanding principal balance of approximately $98.5 million. Based on current interest rates, upon the sale’s closing the Company expects to pay a make-whole premium of approximately $7.6 million in connection with its repayment of the mortgage loan.
Closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Seller’s representations in all material respects and the absence of certain casualty or condemnation events. The Purchaser has posted a deposit of approximately $6.9 million with the escrow agent for the transaction, which deposit is nonrefundable (except in certain limited circumstances as set forth in the Purchase Agreement) and will be credited to the Purchaser against the purchase price at closing. Closing of the sale is expected to occur in the fourth quarter of 2025.
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 Seller’s 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.
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: |
October 2, 2025 |
By: |
/s/ Aaron M. Kitlowski |
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Name: Aaron M. Kitlowski |