Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 12, 2022, DDR Crossroads Center LLC (the "Seller"), a wholly-owned
subsidiary of Retail Value Inc. (the "Company"), completed the previously
announced sale of its interests in Crossroads Center located in Gulfport,
Mississippi for $38.5 million in cash (the "Crossroads Center Disposition")
pursuant to the terms of the Purchase Agreement, dated as of February 14, 2022
(the "Purchase Agreement"), by and among the Seller and PMATStirling
Crossroads, L.L.C., as purchaser. Net proceeds received at closing were
approximately $37.2 million. The Seller retained the right to pursue and collect
amounts from tenants relating to pre-closing periods. The foregoing description
of the Purchase Agreement is qualified in its entirety by reference to the
Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Pursuant to the management agreement entered into with affiliates of SITE
Centers Corp. (the "Manager") in December 2021, and in recognition of the
successful completion of the Company's disposition program (including the sale
of Crossroads Center), on April 12, 2022 the Company's Board of Directors
authorized the Company to make an incentive payment of $0.5 million to the
Manager.
The Company previously reported in a Current Report on Form 8-K (File No.
001-38517) dated August 27, 2021 and filed with the Securities and Exchange
Commission (the "SEC") on August 31, 2021, which is incorporated herein by
reference, the disposition of its remaining assets located in Puerto Rico (the
"Puerto Rico Disposition") and related disposition of an operating segment, the
repayment of its mortgage loan and the termination of its revolving credit
agreement.
The Company previously reported in a Current Report on Form 8-K (File No.
001-38517) dated October 1, 2021 and filed with the SEC on October 6, 2021,
which is incorporated herein by reference, the disposition of five assets in
several states (the "Continental U.S. Disposition").
As a result of the completion of the Puerto Rico Disposition, the Company met
the criteria set forth in Accounting Standards Codification 205-20, Presentation
of Financial Statements - Discontinued Operations ("ASC 205-20") and reports the
financial results for the Puerto Rico segment as discontinued operations in the
consolidated statements of operations for all periods presented and as reported
on the Company's Annual Report on Form 10-K for the year ended December 31,
2021.
The unaudited pro forma condensed consolidated financial information of the
Company, together with the related notes thereto, giving effect to the
consummation of the Crossroads Center Disposition, the Continental U.S.
Disposition and the repayment of the mortgage loan using a portion of the net
proceeds received in connection with the Puerto Rico Disposition is filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following unaudited pro forma financial information is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference:
• Unaudited pro forma condensed consolidated balance sheet as of December 31,
2021 and
• Unaudited pro forma condensed consolidated statement of operations for the
year ended December 31, 2021.
(d) Exhibits
Exhibit
Number Description
10.1 Purchase Agreement dated as of February 14, 2022, by and between DDR
Crossroads Center LLC and PMATStirling Crossroads, L.L.C.
99.1 Unaudited Pro Forma Financial Statements of Retail Value Inc.
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