Current Report Filing (8-k)

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): May 26, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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. 333-205059):

1. Underwriting Agreement Basic Provisions, dated May 23, 2017, by and among the Company and Jefferies LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC;

2. Twentieth Supplemental Indenture, dated as of May 26, 2017, 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 as of May 23, 2017, by and among the Company and Jefferies LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC

4.1		Twentieth Supplemental Indenture, dated as of May 26, 2017, 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/ Matthew L. Ostrower
		Matthew L. Ostrower Executive Vice President, Chief Financial Officer and Treasurer

Date: May 26, 2017

EXHIBIT INDEX


Exhibit Number		Description

1.1		Underwriting Agreement Basic Provisions, dated as of May 23, 2017, by and among the Company and Jefferies LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC

4.1		Twentieth Supplemental Indenture, dated as of May 26, 2017, 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)