Current Report Filing (8-k)
18 January 2013 - 10:03PM
Edgar (US Regulatory)
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): January 17, 2013
DDR CORP.
(Exact name of registrant as specified in its charter)
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Ohio
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1-11690
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34-1723097
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3300 Enterprise Parkway, Beachwood, Ohio
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44122
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Amendment No. 2 to Eighth Amended and Restated Credit Agreement
On
January 17, 2013, DDR Corp. (the Company) entered into Amendment No. 2 to Eighth Amended and Restated Credit Agreement (the Revolving Amendment), among the Company, DDR PR Ventures LLC, S.E., a Delaware limited
liability company (DDR PR), JPMorgan Chase Bank, N.A., as Administrative Agent, and the several banks, financial institutions and other entities from time to time parties thereto, which Revolving Amendment amends the Companys
senior unsecured revolving credit facility by, among other things: (i) modifying certain covenants contained in the loan agreement; (ii) extending the maturity date to April 3, 2017; and (iii) reducing the overall interest rate
for borrowings under the revolving credit facility. A copy of the Revolving Amendment is attached as Exhibit 4.1 and is incorporated by reference herein. The foregoing description of the Revolving Amendment is qualified in its entirety by reference
to Exhibit 4.1.
First Amendment to Second Amended and Restated Secured Term Loan Agreement
On January 17, 2013, the Company entered into a First Amendment to Second Amended and Restated Secured Term Loan Agreement (the
Term Loan Amendment), among the Company, DDR PR, KeyBank National Association, as Administrative Agent, and the other several banks, financial institutions and other entities from time to time parties to such loan agreement, which Term
Loan Amendment amends the Companys secured term loan facility by, among other things: (i) reducing the total commitment amount from $500,000,000 to $400,000,000; (ii) modifying certain covenants contained in the loan agreement;
(iii) extending the maturity date to April 3, 2017; and (iv) reducing the overall interest rate for borrowings under the term loan facility. A copy of the Term Loan Amendment is attached as Exhibit 4.2 and is incorporated by reference
herein. The foregoing description of the Term Loan Amendment is qualified in its entirety by reference to Exhibit 4.2.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
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Description
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4.1
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Amendment No. 2 to Eighth Amended and Restated Credit Agreement, dated as of January 17, 2013, by and among DDR Corp., DDR PR Ventures LLC, S.E, the lenders party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent.
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4.2
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First Amendment to Second Amended and Restated Secured Term Loan Agreement, dated as of January 17, 2013, by and among DDR Corp., DDR PR Ventures LLC, S.E, KeyBank National
Association, as Administrative Agent, and the other several banks, financial institutions and other entities from time to time parties to such loan agreement.
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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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DDR CORP.
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By:
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/s/ David J. Oakes
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Name: David J. Oakes
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Title: President and Chief Financial Officer
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Dated: January 17, 2013
EXHIBIT INDEX
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Exhibit
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Description
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4.1
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Amendment No. 2 to Eighth Amended and Restated Credit Agreement, dated as of January 17, 2013, by and among DDR Corp., DDR PR Ventures LLC, S.E, the lenders party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent.
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4.2
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First Amendment to Second Amended and Restated Secured Term Loan Agreement, dated as of January 17, 2013, by and among DDR Corp., DDR PR Ventures LLC, S.E, KeyBank National
Association, as Administrative Agent, and the other several banks, financial institutions and other entities from time to time parties to such loan agreement.
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