UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 14, 2015
DDR Corp.
(Exact name of registrant as specified in charter)
| | | | |
| Ohio | | 1-11690 | | 34-1723097 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
3300 Enterprise Parkway, Beachwood, Ohio | | 44122 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
DDR Corp. (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-205059):
1. Underwriting Agreement Basic Provisions, dated October 14, 2015, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities LLC;
2. Nineteenth Supplemental Indenture, dated as of October 21, 2015, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank)); and
3. Opinion of Jones Day.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit Number | | Description |
| |
| 1.1 | | Underwriting Agreement Basic Provisions, dated as of October 14, 2015, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities LLC |
| |
| 4.1 | | Nineteenth Supplemental Indenture, dated as of October 21, 2015, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank)) |
| |
| 5.1 | | Opinion of Jones Day |
| |
| 23.1 | | Consent of Jones Day (included in Exhibit 5.1) |
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.
| | |
| DDR CORP. |
| |
| By: | | /s/ Luke J. Petherbridge |
| | Luke J. Petherbridge Chief Financial Officer and Treasurer |
Date: October 21, 2015
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 1.1 | | Underwriting Agreement Basic Provisions, dated as of October 14, 2015, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities LLC |
| |
| 4.1 | | Nineteenth Supplemental Indenture, dated as of October 21, 2015, by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association (as successor to National City Bank)) |
| |
| 5.1 | | Opinion of Jones Day |
| |
| 23.1 | | Consent of Jones Day (included in Exhibit 5.1) |
