BEACHWOOD, Ohio, May 15, 2013 /PRNewswire/ -- DDR Corp. (NYSE: DDR) today announced the commencement of a public offering of approximately 32,000,000 common shares on a forward basis. DDR also expects to grant the underwriters a 30-day option to purchase up to an additional 4,800,000 common shares.
Goldman, Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are serving as joint book-running managers for the offering.
DDR expects to use the net proceeds it receives from the forward equity sale to fund part of the cash costs in connection with the acquisition described below.On May 15, 2013, DDR and certain of its affiliates entered into a purchase agreement with certain affiliates of The Blackstone Group L.P. pursuant to which DDR has agreed to acquire sole ownership of a portfolio of 30 open-air, value-oriented power centers that are currently owned by a joint venture between affiliates of Blackstone and DDR. Under the terms of the purchase agreement, as part of the consideration for the purchase of the portfolio, DDR has the right, subject to certain conditions, to issue common shares to Blackstone at a price equal to the price to the public of the common shares sold in the offering in an amount not to exceed $250 million, subject to reduction by the amount the aggregate offering price to the public of the common shares sold in the offering exceeds $400 million. In connection with the offering of its common shares, DDR expects to enter into forward sale agreements with Goldman, Sachs & Co., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, or their respective affiliates (which are referred to as forward purchasers), with respect to approximately 32,000,000 of its common shares covered by the offering. The forward purchasers are each expected to borrow and sell approximately 8,000,000 common shares of DDR. Pursuant to the terms of the forward sale agreements, and subject to its right to elect cash or net share settlement, DDR intends to sell, upon physical settlement of such forward sale agreements, an aggregate of 32,000,000 of its common shares to the forward purchasers. If the option is exercised, the number of common shares underlying the forward sale agreements is expected to be increased in respect of the number of common shares that are subject to the exercise of the option.