UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
On June 14, 2021, SITE Centers Corp. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 (File No. 333-257074) (the “Replacement Registration Statement”), which became effective automatically upon filing. The Replacement Registration Statement replaces the Company’s Registration Statement on Form S-3 (File No. 333-225621), which expired on June 14, 2021 (the “Previous Registration Statement”). On June 15, 2021, in connection with the filing of the Replacement Registration Statement, the Company filed a new prospectus supplement for its existing “at the market” equity offering program (the “ATM Program”) and a new prospectus supplement for its existing dividend reinvestment plan (the “DRIP”). The Company is filing this Current Report on Form 8-K to file certain exhibits to the Replacement Registration Statement in connection with the ATM Program and the DRIP.
Item 8.01. Other Events.
ATM Program
On June 15, 2021, the Company entered into separate amendments (collectively, the “Amendments”) to each of its previously-reported Sales Agency Financing Agreements, each dated as of December 6, 2019, or dated as of December 7, 2018 and amended as of December 6, 2019 (collectively, the “Sales Agency Financing Agreements”), with BNY Mellon Capital Markets, LLC, BTIG, LLC, Capital One Securities, Inc., Evercore Group L.L.C., Jefferies LLC, KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC and Wells Fargo Securities, LLC, respectively. The Amendments made certain ministerial updates to the corresponding Sales Agency Financing Agreements, including replacing references to the Previous Registration Statement with references to the Replacement Registration Statement. As of June 15, 2021, $250,000,000 aggregate sales price of the Company’s common shares remain available for future issuances under the ATM Program pursuant to the Sales Agency Financing Agreements.
The Form of Sales Agency Financing Agreement, dated as of December 7, 2018, and its related Form of Amendment No. 1, dated as of December 6, 2019, and Form of Amendment No. 2, dated as of June 15, 2021, are filed as Exhibits 1.1, 1.2 and 1.3, respectively, to this Current Report on Form 8-K. The Form of Sales Agency Financing Agreement, dated as of December 6, 2019, and its related Form of Amendment No. 1, dated as of June 15, 2021, are filed as Exhibits 1.4 and 1.5, respectively, to this Current Report on Form 8-K. The Form of Master Forward Sale Agreement, dated as of December 7, 2018, and its related Amendment No. 1, dated as of December 6, 2019, are filed as Exhibits 1.6 and 1.7, respectively, to this Current Report on Form 8-K. The Form of Master Forward Sale Agreement, dated as of December 6, 2019, is filed as Exhibit 1.9 to this Current Report on Form 8-K. In addition to the forgoing agreements, the Company is also filing herewith the opinion of Jones Day related to the ATM Program as an exhibit to the Replacement Registration Statement.
DRIP
The Company is filing herewith the opinion of Jones Day related to the DRIP as an exhibit to the Replacement Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
| SITE CENTERS CORP. | ||
| By: | /s/ Aaron M. Kitlowski | |
| Name: Aaron M. Kitlowski | ||
| Title: Executive Vice President, General Counsel and Secretary | ||
Date: June 15, 2021