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DDR Announces Pricing Of Common Shares On A Forward Basis

BEACHWOOD, Ohio, May 16, 2013 /PRNewswire/ — DDR Corp. (NYSE: DDR) today announced it has priced a public offering of 34,000,000 common shares at a price of $18.90 per share, all of which are being offered in connection with the forward sale agreements described below. DDR also granted the underwriters a 30-day option to purchase up to an additional 5,100,000 common shares. The offering is expected to close on or about May 21, 2013, subject to customary closing conditions.

(Logo: http://photos.prnewswire.com/prnh/20110912/CL65938LOGO )

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.  Capital One Southcoast, Inc., KeyBanc Capital Markets Inc., PNC Capital Markets LLC and Scotia Capital ( USA) Inc. are serving as senior co-managers, and Robert W. Baird & Co., The Huntington Investment Company and Moelis & Company LLC are serving as co-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 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. DDR will not issue common shares under the purchase agreement to Blackstone.

In connection with the offering of its common shares, DDR has entered 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 34,000,000 of its common shares covered by the offering. The forward purchasers are each expected to borrow and sell approximately 8,500,000 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 34,000,000 of its common shares to the forward purchasers. If the option is exercised, the number of common shares underlying the forward sale agreements will be increased in respect of the number of common shares that are subject to the exercise of the option.

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