Item 8.01. Other Events.
Sales Agency Financing Agreements
On October 29, 2021, SITE Centers Corp. (the “Company”) entered into separate sales agency financing agreements (such agreements, the “Sales Agreements”) with BNY Mellon Capital Markets, LLC (“BNYMCM”), BTIG, LLC (“BTIG”), Capital One Securities, Inc. (“Capital One Securities”), CIBC World Markets Corp. (“CIBC”), Evercore Group L.L.C. (“Evercore”), Jefferies LLC (“Jefferies”), KeyBanc Capital Markets Inc. (“KBCM”), RBC Capital Markets, LLC (“RBC”), Regions Securities LLC (“Regions”), Scotia Capital (USA) Inc. (“Scotiabank”), Stifel, Nicolaus & Company, Incorporated (“Stifel”), TD Securities (USA) LLC (“TD Securities”), and Wells Fargo Securities, LLC (“Wells Fargo Securities”), respectively. BNYMCM, BTIG, Capital One Securities, CIBC, Evercore, Jefferies, KBCM, RBC, Regions, Scotiabank, Stifel, TD Securities and Wells Fargo Securities are referred to, collectively, as the “Sales Agents.” Under the terms of the Sales Agreements, the Company may, from time to time, (1) issue and sell its common shares, par value $0.10 per share (“Common Shares”), through the Sales Agents and (2) as applicable, enter into forward sale agreements (the “Forward Sale Agreements”) under separate Master Forward Sale Agreements (as defined below) and related supplemental confirmations, between the Company and BNYMCM, CIBC, Jefferies, KBCM, RBC, Regions, Scotiabank, TD Securities or Wells Fargo Securities, or one of their affiliates (each, in such capacity, a “Forward Purchaser”). In connection with each Forward Sale Agreement, the Company expects that the related Sales Agent (in such capacity, a “Forward Seller”) will sell a number of Common Shares borrowed from third parties equal to the number of Common Shares underlying such Forward Sale Agreement to hedge such Forward Sale Agreement. In no event will the aggregate number of Common Shares sold through the Sales Agents and the Forward Sellers under the Sales Agreements have an aggregate sales price in excess of $250,000,000.
The sales, if any, of Common Shares under any Sales Agreement will be made in “at the market offerings” as defined in Rule 415 of the Securities Act of 1933, including sales made directly on the New York Stock Exchange, the existing trading market for the Common Shares, or sales made to or through a market maker or through an electronic communications network. In addition, the Common Shares may be offered and sold by such other methods, including privately negotiated transactions, as the Company and any Sales Agent or any Forward Seller agree to in writing.
The Company will pay each Sales Agent a commission at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the sales price of all Common Shares sold through it as a sales agent for the Company under the applicable Sales Agreement.
In connection with each Forward Sale Agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price, selling commissions at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the volume-weighted average of the sales prices of all borrowed Common Shares sold during the applicable period by it as a Forward Seller.
The Company has agreed to reimburse the Sales Agents, the Forward Sellers and the Forward Purchasers for certain of their reasonable, documented out-of-pocket expenses incurred in connection with their respective services (up to $100,000 in the aggregate), including fees and expenses of counsel; provided, however, that the Company will not be required to reimburse the Sales Agents, the Forward Sellers and the Forward Purchasers for any amounts if Common Shares with an aggregate sales price of $10,000,000 or more are sold under the Sales Agreements prior to the date that is 18 months after the date of the Sales Agreements.
The Common Shares will be sold pursuant to the Company’s automatic shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-257074) filed on June 14, 2021 with the Securities and Exchange Commission. The Company filed a prospectus supplement, dated October 29, 2021 (the “Prospectus Supplement”), to the prospectus, dated June 14, 2021, with the Securities and Exchange Commission in connection with the offer and sale of the Common Shares. In connection with entering into the Sales Agreements and the filing of the Prospectus Supplement, the Company terminated its offering of Common Shares pursuant to the Company’s prospectus supplement, dated June 15, 2021, relating to the offer and sale of up to $250,000,000 in the aggregate of Common Shares from time to time through any of the sales agents named therein.
