UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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(IRS Employer Identification No.) |
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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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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. |
On September 30, 2024, Curbline Properties Corp. (the “Company”) announced that, as a result of recent disposition activity by SITE Centers Corp. (“SITE Centers”), SITE Centers is expected to transfer to the Company unrestricted cash in the amount of $800 million upon consummation of the Company’s anticipated spin-off (the “Spin Off”) pursuant to the Separation and Distribution Agreement, by and among the Company, Curbline Properties LP and SITE Centers. Subject to the satisfaction or waiver of applicable conditions, the Spin Off is expected to occur on October 1, 2024.
Safe Harbor
The Company considers information in this Current Report that relates to expectations for future periods to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward-looking statements. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements, including, among other factors, the ability to complete the Spin Off on the currently anticipated timeline or at all and the amount of unrestricted cash ultimately to be transferred to the Company. The Company undertakes no obligation to revise these forward-looking statements to reflect events or circumstances that arise after the date of this Current Report.
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 thereunto duly authorized.
| Curbline Properties Corp. | ||||||||
| Date: September 30, 2024 | By: | /s/ Lesley H. Solomon | ||||||
| Name: | Lesley H. Solomon | |||||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||||
Document and Entity Information |
Sep. 30, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0002027317 |
| Document Type | 8-K |
| Document Period End Date | Sep. 30, 2024 |
| Entity Registrant Name | Curbline Properties Corp. |
| Entity Incorporation State Country Code | MD |
| Entity File Number | 1-42265 |
| Entity Tax Identification Number | 93-4224532 |
| Entity Address, Address Line One | 320 Park Avenue |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10022 |
| City Area Code | (216) |
| Local Phone Number | 755-5500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value per share |
| Trading Symbol | CURB |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | true |