Retail Value Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-02-29: Form 8-K; Period of report 2024-02-29; Description 8.01 Other Events; Details 8.01.
- 2022-07-01: Form 8-K; Period of report 2022-06-30; Description 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 3.03.
- 2022-05-13: Form 8-K; Period of report 2022-05-12; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2022-04-14: Form 8-K; Period of report 2022-04-12; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-02-29 | 8-K | 2024-02-29 | 8.01 Other Events | 8.01 On February 29, 2024, Retail Value Inc. (the “Company”) issued a press release (the “Press Release”) to announce that its Board of Directors had declared a distribution of $0.11 per share payable on April 3, 2024 to the holders of common shares as of 5:00 p.m. | d777048d8k.htm |
| 2022-07-01 | 8-K | 2022-06-30 | 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.03 On June 30, 2022, Retail Value Inc. (the “Company”) filed a certificate of dissolution (the “Certificate of Dissolution”) with the Secretary of State of the State of Ohio. 5.02 In connection with the filing of the Certificate of Dissolution, the Company’s independent directors, Gary N. Boston, Henrie W. Koetter and Scott D. Roulston, resigned from the Company’s Board of Directors (the “Board”) on July 1, 2022 and the Board reduced its size to three. | rvic-20220630.htm |
| 2022-05-13 | 8-K | 2022-05-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 12, 2022, Retail Value Inc. (the “Company”) held its annual meeting of shareholders. | rvi-8k_20220512.htm |
| 2022-04-14 | 8-K | 2022-04-12 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 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 PMAT‑Stirling Crossroads, L.L.C., as purchaser. | rvi-8k_20220412.htm |
| 2022-03-17 | 8-K | 2022-03-16 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 1.01 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 PMAT‑Sterling Crossroads L.L.C. (the “Purchaser”). 3.01 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. | rvi-8k_20220316.htm |
| 2022-02-25 | 8-K | 2022-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2022, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three and twelve months ended December 31, 2021, which includes a News Release containing financial results of the Company. | rvi-8k_20220225.htm |
| 2021-12-20 | 8-K | 2021-12-15 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.01 On December 16, 2021, Retail Value Inc. (the “Company”) and its wholly-owned subsidiary, DDR Crossroads Center LLC (“DDR Crossroads”), entered into an agreement (the “External Management Agreement”) with two wholly-owned subsidiaries of SITE Centers Corp. (“SITE Centers”), DDR Property Management LLC (“DDR Property Management”) and DDR Asset Management LLC. 1.02 The Company and the Manager previously entered into a corporate management agreement (the “Original External Management Agreement”) on July 1, 2018 for the provision of corporate management services to the Company. 8.01 On December 15, 2021, the Company repurchased all of the outstanding shares of the Company’s Series A preferred stock from SITE Centers for an aggregate purchase price of $1.00. | d272351d8k.htm |
| 2021-11-03 | 8-K | 2021-11-03 | 2.02 Results of Operations and Financial Condition | 2.02 On November 3, 2021, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three and nine months ended September 30, 2021, which includes a News Release containing financial results of the Company. | rvi-8k_20211103.htm |
| 2021-10-06 | 8-K | 2021-10-01 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On October 1, 2021, certain subsidiaries (collectively, the “Sellers”) of Retail Value Inc. (the “Company”) completed their previously announced sale of all of their interests in Great Northern Plazas (North Olmsted, Ohio), Maple Grove Crossing (Maple Grove, Minnesota), Peach Street Marketplace (Erie, Pennsylvania), Seabrook Commons (Seabrook, New Hampshire) and Wrangleboro Consumer Square (Mays Landing, New Jersey) for $264.0 million in cash (the “Continental U.S. Disposition”) pursuant to the terms of the Amended and Restated Purchase Agreement, dated as of August 19, 2021 (the “Purchase Agreement”), by and among the Sellers and certain affiliates of Bridge 33 Capital, as purchasers. | rvi-8k_20211001.htm |
| 2021-08-31 | 8-K | 2021-08-27 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On August 27, 2021, Retail Value Inc. (the “Company”) and RVT PR Mezz Borrower 1 LLC, a wholly-owned subsidiary of the Company (together with the Company, the “Sellers”) completed their previously announced sale of all of their interests in the limited liability companies that own all of the Company’s remaining assets located in Puerto Rico (comprising 3.5 million square feet of Company‑owned gross leasable area (“GLA”)) for $550.0 million in cash (the “Puerto Rico Disposition”) pursuant to the terms of the Purchase Agreement, dated as of June 30, 2021 (the “Purchase Agreement”), by and among the Sellers and Kildare Acquisitions US, LLC. | rvi-8k_20210827.htm |
| 2021-08-20 | 8-K | 2021-08-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 19, 2021, the general due diligence period expired under an Amended and Restated Purchase Agreement, dated as of August 19, 2021 (the “Purchase Agreement”), by and among certain subsidiaries (collectively, the “Sellers”) of Retail Value Inc. (the “Company”) and certain affiliates of Bridge 33 Capital (collectively, the “Purchasers”). | rvi-8k_20210819.htm |
| 2021-08-03 | 8-K | 2021-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 On August 3, 2021, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three and six months ended June 30, 2021, which includes a News Release containing financial results of the Company. | rvi-8k_20210803.htm |
| 2021-07-15 | 8-K | 2021-07-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 13, 2021, the general due diligence period expired under the Purchase and Sale Agreement, dated as of June 30, 2021 (the “Purchase Agreement”), by and among Retail Value Inc. (the “Company”) and RVT PR Mezz Borrower 1 LLC, a wholly-owned subsidiary of the Company (collectively, the “Sellers”), and Kildare Acquisitions US, LLC (the “Purchaser”). | rvi-8k_20210713.htm |
| 2021-05-13 | 8-K | 2021-05-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 12, 2021, Retail Value Inc. (the “Company”) held its annual meeting of shareholders. | rvi-8k_20210512.htm |
| 2021-05-04 | 8-K | 2021-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2021, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three months ended March 31, 2021, which includes a News Release containing financial results of the Company. | rvi-8k_20210504.htm |
| 2021-03-10 | 8-K | 2021-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 On March 10, 2021, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three and twelve months ended December 31, 2020, which includes a News Release containing financial results of the Company. | rvi-8k_20210310.htm |
| 2021-03-04 | 8-K | 2021-02-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On February 26, 2021, Retail Value Inc. (the “Company”) entered into a Second Amendment (the “Second Amendment”) to its Credit Agreement, dated July 2, 2018 (the “Revolving Credit Agreement”), among the Company, the lenders named therein and PNC Bank, National Association, as administrative agent, which, among other things (i) extended the Scheduled Facility Termination Date (as defined in the Revolving Credit Agreement) from March 9, 2021 to February 9, 2022, (ii) increased the LIBOR Applicable Margin and ABR Applicable Margin (as those terms are defined in the Revolving Credit Agreement) at each level on the pricing grid by 25 basis points per annum, (iii) decreased the credit facility’s tangible net worth covenant from $500 million to $400 million and (iv) added and expanded certain provisions relating to the potential discontinuation of LIBOR and compliance with anti-terrorism and anti-money laundering requirements. 2.03 The terms of the direct financial obligations are summarized in Item 1.01 of this Form 8-K and are incorporated herein by reference thereto. | rvi-8k_20210226.htm |
| 2020-11-05 | 8-K | 2020-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2020, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three and nine months ended September 30, 2020, which includes a News Release containing financial results of the Company. | rvi-8k_20201105.htm |
| 2020-09-15 | 8-K | 2020-09-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 SITE Centers Corp. (“SITE Centers”), the external manager of Retail Value Inc. (the “Company”), has announced that Mr. Michael A. Makinen, the current Executive Vice President and Chief Operating Officer of both SITE Centers and the Company, is expected to cease serving in those roles at SITE Centers by September 30, 2020, or earlier upon the execution of a separation agreement with SITE Centers. | d13090d8k.htm |
| 2020-08-05 | 8-K | 2020-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2020, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three and six months ended June 30, 2020, which includes a News Release containing financial results of the Company. | rvi-8k_20200805.htm |
| 2020-05-14 | 8-K | 2020-05-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 13, 2020, Retail Value Inc. (the “Company”) held its annual meeting of shareholders. | rvi-8k_20200513.htm |
| 2020-05-01 | 8-K | 2020-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 On May 1, 2020, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three months ended March 31, 2020, which includes a News Release containing financial results of the Company. | rvi-8k_20200501.htm |
| 2020-03-02 | 8-K | 2020-03-02 | 2.02 Results of Operations and Financial Condition | 2.02 On March 2, 2020, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three months and year ended December 31, 2019, which includes a News Release containing financial results of the Company. | rvi-8k_20200302.htm |
| 2020-02-06 | 8-K | 2020-01-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 4, 2020, Mr. Matthew L. Ostrower, a director of Retail Value Inc. (the “Company”), confirmed to the Company in writing his decision to resign from the board of directors of the Company (the “Board”) in connection with other obligations relating to his recent departure from the employment of SITE Centers Corp., the Company’s manager. | d848772d8k.htm |
| 2019-11-07 | 8-K | 2019-11-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 4, 2019, Matthew L. Ostrower, Executive Vice President, Chief Financial Officer and Treasurer of Retail Value Inc. (the “Company”), notified the Company that he will resign from such position with the Company on November 27, 2019. | d807192d8k.htm |
| 2019-11-05 | 8-K | 2019-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2019, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three months ended September 30, 2019, which includes a News Release containing financial results of the Company. | rvi-8k_20191105.htm |
| 2019-08-06 | 8-K | 2019-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2019, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three months ended June 30, 2019, which includes a News Release containing financial results of the Company. | rvi-8k_20190806.htm |
| 2019-05-13 | 8-K | 2019-05-10 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 10, 2019, Retail Value Inc. (the “Company”) held its annual meeting of shareholders. | d748235d8k.htm |
| 2019-05-07 | 8-K | 2019-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2019, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three months ended March 31, 2019, which includes a News Release containing financial results of the Company. | d743305d8k.htm |
| 2019-03-29 | 8-K | 2019-03-29 | 8.01 Other Events | 8.01 Subsidiaries of Retail Value Inc., an Ohio corporation, have entered into an amendment with the lenders to modify the interest rate applicable to the $900 million mortgage refinancing that closed on March 11, 2019. | d718599d8k.htm |
| 2019-03-13 | 8-K | 2019-03-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On March 11, 2019, certain wholly-owned subsidiaries (collectively, the “Borrowers”) of Retail Value Inc., an Ohio corporation (“RVI” or the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Column Financial, Inc. (an affiliate of Credit Suisse AG), JPMorgan Chase Bank, National Association and Morgan Stanley Bank, N.A. (collectively, the “Lenders”) which provides for a secured loan facility in the aggregate principal amount of $900,000,000 (the “Loan Facility”). 2.03 The terms of the direct financial obligations are summarized in Item 1.01 of this Form 8-K and are incorporated herein by reference thereto. | d716933d8k.htm |
| 2019-03-05 | 8-K | 2019-03-05 | 2.02 Results of Operations and Financial Condition | 2.02 On March 5, 2019, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the three months ended December 31, 2018 and for the period July 1, 2018 to December 31, 2018, which includes a News Release containing financial results of the Company. | d716435d8k.htm |
| 2018-11-05 | 8-K | 2018-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2018, Retail Value Inc. (the “Company”) issued a quarterly financial supplement containing financial and property information of the Company (“Quarterly Supplement”) for the period from July 1, 2018 to September 30, 2018, which includes a News Release containing financial results of the Company. | d564224d8k.htm |
| 2018-07-02 | 8-K | 2018-06-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On July 1, 2018 (the “Spin Off Date”), DDR Corp. (“DDR”) and Retail Value Inc. (the “Company”) completed the previously announced spin off of RVI (the “Spin Off”). 2.03 The terms of the direct financial obligations are summarized in Item 1.01 of this Form 8-K and are incorporated herein by this reference. 3.02 On June 30, 2018, the Company issued 1,000 series A preferred shares to DDR. 5.01 The disclosures set forth in Item 1.01 are incorporated herein by reference. 5.02 On July 1, 2018, the Board adopted the 2018 Director Compensation Program (the “Program”) and approved grants to each of the Directors of restricted share units in the Company valued at $275,000 (half of this award granted on each of July 2, 2018 and July 31, 2018) which will generally vest in three annual installments on July 2, 2019, 2020 and 2021 of $75,000, $100,000 and $100,000 (subject to certain conditions related to the Director’s continued service) or, if earlier, upon a change of control of the Company or termination of the Director due to death or disability. 5.03 On June 28, 2018, DDR, as sole shareholder of the Company, approved the amendment and restatement of the Amended and Restated Articles of Incorporation of the Company (as amended and restated, the “Articles”) to permit the Board to grant a waiver of the Ownership Limit (as defined in Division A of the Articles) with respect to Series A Preferred Shares to any Person, including an individual for purposes of Section 542(a)(2) of the Internal Revenue Code of 1986, as amended (an “Individual”), provided that no Individual’s Beneficial Ownership of Series A Preferred Shares (as each capitalized term is defined in the applicable sections of the Articles), as the case may be, would cause the Company to be “closely held” within the meaning of Section 856(h) of the Internal Revenue Code of 1986, as amended. | d864608d8k.htm |