UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 18, 2025 |
SITE Centers Corp.
(Exact name of Registrant as Specified in Its Charter)
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Ohio |
1-11690 |
34-1723097 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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3300 Enterprise Parkway |
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Beachwood, Ohio |
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44122 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (216) 755-5500 |
(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:
☐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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Shares, Par Value $0.10 Per Share |
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SITC |
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New York Stock Exchange |
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 1.01 Entry into a Material Definitive Agreement.
On June 18, 2025, DDR Winter Garden LLC (the “Seller”), a subsidiary of SITE Centers Corp. (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with RA2 – Winter Gardens Village LLC (the “Purchaser”). Pursuant to the Purchase Agreement, the Seller has agreed to sell to the Purchaser all of its interests in Winter Garden Village (Orlando, Florida) (the “Property”) for approximately $165 million in cash, subject to adjustment for certain closing pro-rations, allocations and credits. The Property is not encumbered by any mortgage financing. Closing remains subject to Purchaser’s receipt of a satisfactory survey and certain zoning confirmations and Seller’s satisfaction of customary conditions, including, but not limited to, delivery of satisfactory estoppel letters from tenants, the accuracy of the Seller’s representations in all material respects and the absence of certain casualty and condemnation events. The Purchaser has posted a deposit of approximately $3.3 million with the escrow agent for the transaction, which deposit is nonrefundable (except in certain limited circumstances as set forth in the Purchase Agreement) and will be credited to the Purchaser against the purchase price at closing. Closing of the transaction is expected to occur in the third quarter of 2025.
Safe Harbor
The Company considers information in this Current Report that relates to expectations for future periods 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. 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 actual results to differ materially from those indicated by such forward-looking statements, including, among other factors, the Seller’s ability to satisfy the conditions to closing specified in the Purchase Agreement and the Purchaser’s ability to perform. The Company undertakes no obligation to revise these forward-looking statements to reflect events or circumstances that arise after the date of this Current Report.
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: |
June 23, 2025 |
By: |
/s/ Aaron M. Kitlowski |
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Name: Aaron M. Kitlowski
Title: Executive Vice President,
General Counsel and Secretary |
