Item 1.01 Entry into a Material Definitive Agreement
On March 16, 2022, the general due diligence period expired under a Purchase
Agreement, dated as of February 14, 2022 (the "Purchase Agreement"), by and
among a subsidiary (the "Seller") of Retail Value Inc. (the "Company") and
PMATSterling Crossroads L.L.C. (the "Purchaser"). Pursuant to the Purchase
Agreement, the Seller has agreed to sell to the Purchaser all of its interests
in Crossroads Center (located in Gulfport, Mississippi) for $38.5 million in
cash, subject to adjustment for certain closing pro-rations, allocations,
credits and closing costs. Closing remains subject to customary conditions,
including the receipt of tenant estoppels and the consent of the ground lessor
to the assignment of the ground lease applicable to the shopping center, and is
expected to occur by the end of April 2022. The Seller will retain the right to
pursue and collect amounts from tenants relating to pre-closing periods.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 16, 2022, the Company, in accordance with authority granted by the
Company's Board of Directors that became effective upon the expiration of the
general due diligence period and the effectiveness of the Purchaser's
obligations to complete the transaction under the Purchase Agreement, subject
only to customary closing conditions, provided written notice to the New York
Stock Exchange (the "NYSE") of its intention to voluntarily de-list its common
shares, par value $0.10 per share (the "Common Shares"), from the NYSE. The
Company intends to file a Form 25 with the Securities and Exchange Commission
relating to the de-listing of the Common Shares on March 28, 2022. The Company
expects that the de-listing of the Common Shares will be effective prior to the
commencement of trading on April 7, 2022.
Safe Harbor
The Company considers information in this Current Report on Form 8-K that
relates to expectations for future periods to be forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, both as amended. Although the Company
believes that the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, it can give no assurance that its
expectations will be achieved. For this purpose, any statements contained herein
that are not historical fact may be deemed to be forward-looking
statements. There are a number of important factors that could cause actual
results to differ materially from those indicated by such forward-looking
statements, including, among other factors, the Seller's ability to satisfy the
conditions to closing specified in the Purchase Agreement and the Purchaser's
ability to perform. The Company undertakes no obligation to revise these
forward-looking statements to reflect events or circumstances that arise after
the date of this Current Report on Form 8-K.
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