SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
DDR Corp.
(Name of Subject Company (Issuer))
DDR Corp.
(Name of Filing Persons (issuer))
1.75% Convertible Senior Notes due 2040
(Title of Class of Securities)
251591AX1
(CUSIP Number of Class of Securities)
David J. Oakes
President and Chief Executive Officer
DDR Corp.
3300 Enterprise Parkway
Beachwood, Ohio 44122
(216) 755-5500
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Michael J. Solecki
Kimberly J. Pustulka
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
Phone: (216) 586-3939
Fax: (216) 579-0212
CALCULATION OF FILING FEE
Transaction valuation* | Amount of filing fee | |
$350,000,000 | $35,245.00 | |
* | For purposes of calculating amount of filing fee only. The transaction valuation upon which the filing fee was based was calculated as follows: The purchase price of the 1.75% Convertible Senior Notes due 2040, as described herein, is $1,000 per $1,000 principal amount outstanding. As of October 6, 2015, there was $350,000,000 aggregate principal amount outstanding, resulting in an aggregate purchase price of $350,000,000. |
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $35,245.00 | Filing Party: DDR Corp. | |
Form or Registration No.: Schedule TO | Date Filed: October 6, 2015 |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ third-party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
Explanatory Statement
This Amendment No. 1 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (the Schedule TO) originally filed on October 6, 2015 with the Securities and Exchange Commission by DDR Corp., an Ohio Corporation (the Company), with respect to the Companys offer (the Offer) to repurchase its 1.75% Convertible Senior Notes due 2040 (the Notes) pursuant to the terms and conditions of the indenture governing the Notes, the Company Notice dated October 6, 2015 and the related offer materials filed as Exhibits (a)(1)(B) and (C) to the Schedule TO (collectively, the Offer Materials). This Amendment No. 1 constitutes the final amendment to the Schedule TO pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934.
The Offer expired at 5:00 p.m., New York City time, on November 10, 2015 (the Expiration Date). Based on final information provided to the Company by U.S. Bank National Association, as trustee, $577,000 aggregate principal amount of the Notes (the Surrendered Notes) were validly surrendered for repurchase pursuant to the Offer and not validly withdrawn at the Expiration Date. Accordingly, the Company accepted the Surrendered Notes for repurchase and will repurchase the Surrendered Notes in accordance with the Offer Materials.
Except as specifically set forth herein, this Amendment No. 1 does not modify any of the information in the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO and the exhibits thereto and hereto.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 11, 2015
DDR CORP. | ||
By: | /s/ Christa A. Vesy | |
Christa A. Vesy Executive Vice President and Chief Accounting Officer |
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