Confidential Treatment Requested by Retail Value Inc.RVI-4.
Pursuant to 17 C.F.R. Section 200.83.
Amendment No.1 to confidential draft submission
This is a confidential draft submission to the U.S. Securities and Exchange Commission on May 11, 2018 and is not
being filed under the Securities Act of 1933.
File No. 001-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
RETAIL VALUE INC.
(Exact name of registrant as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization) | 82-4182996 (I.R.S. Employer Identification No.) | |||||
3300 Enterprise Parkway Beachwood, Ohio (Address of principal executive offices) | 44122 (Zip Code) | |||||
Registrant’s telephone number, including area code:
(216)755-5500
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to | Name of each exchange on which each class is to be registered | |
| Common Shares, $0.10par value per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer; a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||||
(Do not check if a smaller reporting company) | ||||||||||
| 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. ☒
Confidential Treatment Requested by Retail Value Inc.RVI-5.
Pursuant to 17 C.F.R. Section 200.83.
RETAIL VALUE INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated herein by reference.
Item 1. Business.
The information required by this item is contained under the sections of the information statement entitled “Summary,” “Risk Factors,” “Forward-Looking Statements,” “The Company’s Separation From DDR,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Forward-Looking Statements.” Those sections are incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained under the sections of the information statement entitled “Summary—Summary Selected Financial Information,” “Selected Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained under the section of the information statement entitled “Business—The Company’s Portfolio.” That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled “Principal Shareholders.” That section is incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the sections of the information statement entitled “Management” and “The Company’s Manager and the Management Agreements.” Those sections are incorporated herein by reference.
Item 6. Executive Compensation.
The information required by this item is contained under the sections of the information statement entitled “Management—Board Compensation” and “The Company’s Manager and the Management Agreements.” Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions.
The information required by this item is contained under the sections of the information statement entitled “Management,” “The Company’s Manager and the Management Agreements” and “Certain Relationships and Related Transactions.” Those sections are incorporated herein by reference.
Confidential Treatment Requested by Retail Value Inc.RVI-6.
Pursuant to 17 C.F.R. Section 200.83.
Item 8. Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.
Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the section of the information statement entitled “Summary,” “The Company’s Separation From DDR,” “Distribution Policy” and “Description of Common Shares.” Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
Not applicable.
Item 11. Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the section of the information statement entitled “The Company’s Separation From DDR,” “Description of Preferred Shares” and “Description of Common Shares.” Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled “Certain Relationships and Related Transactions—Indemnification and Limitation of Directors’ and Officers’ Liability.” That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the section of the information statement entitled “Financial Statements.” That section is incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the section of the information statement entitled “Financial Statements.” That section is incorporated herein by reference.
(b) Exhibits
See below.
Confidential Treatment Requested by Retail Value Inc.RVI-7.
Pursuant to 17 C.F.R. Section 200.83.
The following documents are filed as exhibits hereto:
| Exhibit Number | Exhibit Description | |
| 2.1* | Separation and Distribution Agreement between DDR Corp. and Retail Value Inc. | |
| 3.1* | Form of Amended and Restated Articles of Incorporation of Retail Value Inc. | |
| 3.2 | Form of Amended and Restated Code of Regulations of Retail Value Inc. | |
| 10.1* | External Management Agreement by and between Retail Value Inc. and DDR Asset Management LLC | |
| 10.2* | Tax Matters Agreement by and between DDR Corp. and Retail Value Inc. | |
| 10.3 | ||
| 10.4 | ||
| 10.5 | ||
| 10.6 | ||
| 10.7 | ||
| 10.8 | ||
| 10.9 | ||
| 10.10† | Retail Value Inc. 2018 Equity and Incentive Compensation Plan | |
| 10.11† | ||
| 10.12† | ||
| 10.13* | Waiver Agreement by and between Retail Value Inc. and Alexander Otto | |
| 21.1 | ||
| 99.1 | Preliminary Information Statement of Retail Value Inc., subject to completion, dated May 11, 2018. |
* To be filed by amendment.
† Management contract or compensation arrangement.
Confidential Treatment Requested by Retail Value Inc.RVI-8.
Pursuant to 17 C.F.R. Section 200.83.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Retail Value Inc. | ||
| By: |
| |
| Name: | ||
| Title: | ||
Date:
