Retail Value Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

 

 

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): April 12, 2022

 

Retail Value Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Registrant’s Telephone Number, Including Area Code: (216) 755-5500

Not Applicable

(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:

 

Securities registered pursuant to Section 12(b) of the Act:

 

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. ☒

 

 

 

 

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Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 12, 2022, DDR Crossroads Center LLC (the “Seller”), a wholly-owned subsidiary of Retail Value Inc. (the “Company”), completed the previously announced sale of its interests in Crossroads Center located in Gulfport, Mississippi for $38.5 million in cash (the “Crossroads Center Disposition”) pursuant to the terms of the Purchase Agreement, dated as of February 14, 2022 (the “Purchase Agreement”), by and among the Seller and PMAT‑Stirling Crossroads, L.L.C., as purchaser.  Net proceeds received at closing were approximately $37.2 million. The Seller retained the right to pursue and collect amounts from tenants relating to pre-closing periods.  The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.  

Pursuant to the management agreement entered into with affiliates of SITE Centers Corp. (the “Manager”) in December 2021, and in recognition of the successful completion of the Company’s disposition program (including the sale of Crossroads Center), on April 12, 2022 the Company’s Board of Directors authorized the Company to make an incentive payment of $0.5 million to the Manager.

The Company previously reported in a Current Report on Form 8-K (File No. 001-38517) dated August 27, 2021 and filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2021, which is incorporated herein by reference, the disposition of its remaining assets located in Puerto Rico (the “Puerto Rico Disposition”) and related disposition of an operating segment, the repayment of its mortgage loan and the termination of its revolving credit agreement.

The Company previously reported in a Current Report on Form 8-K (File No. 001-38517) dated October 1, 2021 and filed with the SEC on October 6, 2021, which is incorporated herein by reference, the disposition of five assets in several states (the “Continental U.S. Disposition”).

As a result of the completion of the Puerto Rico Disposition, the Company met the criteria set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”) and reports the financial results for the Puerto Rico segment as discontinued operations in the consolidated statements of operations for all periods presented and as reported on the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto, giving effect to the consummation of the Crossroads Center Disposition, the Continental U.S. Disposition and the repayment of the mortgage loan using a portion of the net proceeds received in connection with the Puerto Rico Disposition is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(b) Pro Forma Financial Information

 

The following unaudited pro forma financial information is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

 

(d) Exhibits

 

 

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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 thereunto duly authorized.