Attached files

file filename
EX-4.1 - EX-4.1 - DDR CORPd443032dex41.htm
EX-5.1 - EX-5.1 - DDR CORPd443032dex51.htm
EX-1.1 - EX-1.1 - DDR CORPd443032dex11.htm

 

 

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): November 19, 2012

 

 

DDR Corp.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Ohio   1-11690   34-1723097

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3300 Enterprise Parkway, Beachwood, Ohio   44122
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s 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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

DDR Corp. (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-184221):

1. Underwriting Agreement Basic Provisions, dated November 19, 2012, by and among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBS Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein;

2. Form of Fifteenth Supplemental Indenture by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association, as successor to National City Bank); and

3. Opinion of Jones Day.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description

1.1    Underwriting Agreement Basic Provisions, dated November 19, 2012, by and among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBS Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein
4.1    Form of Fifteenth Supplemental Indenture by and between the Company and U.S. Bank National Association (as successor to U.S. Bank Trust National Association, as successor to National City Bank)
5.1    Opinion of Jones Day
23.1    Consent of Jones Day (included in Exhibit 5.1)


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.

 

    DDR CORP.
  By:   /s/ David J. Oakes
   

 

   

David J. Oakes

Senior Executive Vice President and

Chief Financial Officer

Date: November 27, 2012    


EXHIBIT INDEX

 

Exhibit
Number

  

Description

1.1    Underwriting Agreement Basic Provisions, dated November 19, 2012, by and among DDR Corp. and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBS Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein
4.1    Form of Fifteenth Supplemental Indenture by and between DDR Corp. and U.S. Bank National Association (as successor to U.S. Bank Trust National Association, as successor to National City Bank)
5.1    Opinion of Jones Day
23.1    Consent of Jones Day (included in Exhibit 5.1)