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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Securities registered pursuant to Section 12(b) of the Act:
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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 8.01 Other Events.
SITE Centers Corp. (the “Company”) has provided notice of its intent to redeem all of its outstanding 6.375% Class A Cumulative Redeemable Preferred Shares, without par value (the “Class A Preferred Shares”), and the related depositary shares, each representing 1/20th of one Class A Preferred Share (NYSE: SITC PRA - CUSIP No.: 82981J 877) (the “Depositary Shares”). Pursuant to the provisions of the Company’s Fourth Amended and Restated Articles of Incorporation, the Company is undertaking actions to redeem all of the 350,000 outstanding Class A Preferred Shares, represented by 7,000,000 Depositary Shares, on or about November 26, 2024 (the “Redemption Date”).
The Class A Preferred Shares and corresponding Depositary Shares will be redeemed at a redemption price of $503.6302 per Class A Preferred Share or $25.1815 per Depositary Share (the “Redemption Price”) (i.e., the sum of $500.00 per Class A Preferred Share plus accrued and unpaid dividends of $3.6302 per Class A Preferred Share to the Redemption Date or $25.00 per Depositary Share plus accrued and unpaid dividends of $0.1815 per Depositary Share to the Redemption Date).
Payment of the Redemption Price shall be made on or after November 26, 2024 as soon as practicable after presentation and surrender of receipts evidencing Depositary Shares to Computershare Shareowner Services LLC at one of the following addresses:
By Mail:
Attn: Corporations Actions
P.O. Box 43014
Providence, RI 02940-3014
By Overnight Delivery:
Attn: Corporate Actions
150 Royall Street, Suite 101
Canton, MA 02021
Holders who hold their Depositary Shares in book-entry form will be issued checks automatically and are not required to present and surrender receipts evidencing Depositary Shares.
On and after the Redemption Date, the Class A Preferred Shares and corresponding Depositary Shares that are redeemed shall no longer be deemed to be outstanding and all rights with respect to such shares shall forthwith cease and terminate (including, but not limited to, the right to receive dividends from and after the Redemption Date) except only the right of the holders thereof to receive, out of the funds so deposited in trust, from and after such date, the Redemption Price, without interest.
The Company expects to record a charge of approximately $6.1 million to net income attributable to common shareholders in the fourth quarter of 2024 relating to the write-off of the Class A Preferred Share original issuance costs.
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 24, 2024 |
By: |
/s/ Aaron M. Kitlowski |
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Name: Title: |
Aaron M. Kitlowski |