10-12B 1 d17677d1012b.htm 10-12B 10-12B

As filed with the Securities and Exchange Commission on September 3, 2024.

File No. 001-     

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10

 

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

CURBLINE PROPERTIES CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   93-4224532

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

320 Park Avenue   10022

New York, New York

(Address of principal executive offices)

   (Zip Code)

Registrant’s telephone number, including area code:

(216) 755-5500

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to
be so registered

  

Name of each exchange on which

each class is to be registered

Common Stock, $0.01 par value per share   New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer; a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☐
     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. ☒

 

 

 

CURBLINE PROPERTIES CORP.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated herein by reference.

Item 1. Business.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Risk Factors,” “Forward-Looking Statements,” “The Company’s Separation from SITE Centers,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A. Risk Factors.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Forward-Looking Statements.” Those sections are incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Summary—Summary Selected Financial Information,” “Unaudited Pro Forma Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section of the information statement entitled “Business—The Company’s Properties.” That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled “Principal Stockholders.” That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the section of the information statement entitled “Executive and Director Compensation.” That section is incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections of the information statement entitled “Management,” “The Company’s Relationship and Agreements with SITE Centers” and “Certain Relationships and Related Transactions.” Those sections are incorporated herein by reference.

Item 8. Legal Proceedings.

The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “The Company’s Separation from SITE Centers,” “Distribution Policy” and “Description of Securities.” Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

Not applicable.

Item 11. Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled “The Company’s Separation from SITE Centers” and “Description of Securities.” Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the sections of the information statement entitled “Certain Relationships and Related Transactions—Indemnification and Limitation of Directors’ and Officers’ Liability” and “Description of Securities—Indemnification and Limitation of Directors’ and Officers’ Liability.” Those sections are incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Combined Financial Information” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.

(b) Exhibits

See below.

The following documents are filed as exhibits hereto:

 

Exhibit Number   

Exhibit Description

 2.1    Form of Separation and Distribution Agreement by and among SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP
 3.1    Form of Articles of Amendment and Restatement of Curbline Properties Corp.
 3.2    Form of Bylaws of Curbline Properties Corp.
10.1    Form of Amended and Restated Agreement of Limited Partnership of Curbline Properties LP
10.2    Form of Shared Services Agreement by and among SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP
10.3    Form of Tax Matters Agreement by and between SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP
10.4    Form of Employee Matters Agreement by and among SITE Centers Corp., Curbline Properties Corp., and Curbline Properties LP
10.5†    Curbline Properties Corp. Elective Deferred Compensation Plan
10.6†    Curbline Properties Corp. 2024 Equity and Incentive Compensation Plan
10.7†    Form of Director and Officer Indemnification Agreement
10.8    Form of Waiver Agreement by and between Curbline Properties Corp. and Alexander Otto
10.9†    Assigned Employment Agreement, dated as of September 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., Curbline TRS LLC, and David R. Lukes
10.10†    Assigned Employment Agreement, dated as of September 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., Curbline TRS LLC, and Conor M. Fennerty
10.11†    Assigned Employment Agreement, dated as of September 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., Curbline TRS LLC, and John Cattonar
10.12†    Assigned Employment Agreement, dated as of September 1, 2024, by and among SITE Centers Corp., Curbline Properties Corp., Curbline TRS LLC, and Lesley H. Solomon
21.1    List of Subsidiaries of Curbline Properties Corp.
99.1    Information Statement of Curbline Properties Corp., preliminary and subject to completion, dated September 3, 2024
99.2    Form of Notice of Internet Availability of Information Statement Materials

 

†

Management contract or compensation arrangement.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Curbline Properties Corp.
By:   /s/ David R. Lukes
  Name: David R. Lukes
  Title: President and Chief Executive Officer

Date: September 3, 2024