DDR Announces Pricing of Common Shares on a Forward Basis

May 16, 2013, 08:37 ET from DDR Corp.

BEACHWOOD, Ohio, May 16, 2013 /PRNewswire/ — DDR Corp. (NYSE: DDR) today announced it has priced a public offering of 34,000,000 common shares at a price of $18.90 per share, all of which are being offered in connection with the forward sale agreements described below. DDR also granted the underwriters a 30-day option to purchase up to an additional 5,100,000 common shares. The offering is expected to close on or about May 21, 2013, subject to customary closing conditions.

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Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are serving as joint book-running managers for the offering.  Capital One Southcoast, Inc., KeyBanc Capital Markets Inc., PNC Capital Markets LLC and Scotia Capital (USA) Inc. are serving as senior co-managers, and Robert W. Baird & Co., The Huntington Investment Company and Moelis & Company LLC are serving as co-managers, for the offering.

DDR expects to use the net proceeds it receives from the forward equity sale to fund part of the cash costs in connection with the acquisition described below.

On May 15, 2013, DDR and certain of its affiliates entered into a purchase agreement with certain affiliates of The Blackstone Group L.P. pursuant to which DDR agreed to acquire sole ownership of a portfolio of 30 open-air, value-oriented power centers that are currently owned by a joint venture between affiliates of Blackstone and DDR. DDR will not issue common shares under the purchase agreement to Blackstone.

In connection with the offering of its common shares, DDR has entered into forward sale agreements with Goldman, Sachs & Co., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, or their respective affiliates (which are referred to as forward purchasers), with respect to 34,000,000 of its common shares covered by the offering. The forward purchasers are each expected to borrow and sell approximately 8,500,000 common shares of DDR. Pursuant to the terms of the forward sale agreements, and subject to its right to elect cash or net share settlement, DDR intends to sell, upon physical settlement of such forward sale agreements, an aggregate of 34,000,000 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.

Settlement of the forward sale agreements will occur no later than October 31, 2013.

A copy of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained, when available, from: Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526, facsimile: (212) 902-9316 or e-mail: prospectus-ny@ny.email.gs.com;  J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (866) 803-9204; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: (800) 831-9146; Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, NY 10005, Attn: Prospectus Department, telephone: (800) 503-4611 or e-mail: prospectus.CPDG@db.com; RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attn: Prospectus Department, telephone: (866) 375-6829; or Wells Fargo Securities, LLC, 375 Park Avenue, New York, NY 10152, Attention: Equity Syndicate Dept., telephone: (800) 326-5897 or e-mail: cmclientsupport@wellsfargo.com.

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.

About DDR

DDR is an owner and manager of 445 value-oriented shopping centers representing 116 million square feet in 39 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, and is publicly traded on the New York Stock Exchange under the ticker symbol 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, our ability to successfully complete our planned acquisition of sole ownership of a portfolio of 30 shopping centers from our joint venture with an affiliate of The Blackstone Group, L.P.; 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, 2012, as amended.  The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.