-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LpxniNsFJn0aprbHqMOmMGgdkGO7qmHPCxMQWJ5eqr9BJGK2rqbhyflmUT6LewoN zx9wRcVPtZv91B0tFV+ocg== 0000950152-07-009880.txt : 20071228 0000950152-07-009880.hdr.sgml : 20071228 20071228161027 ACCESSION NUMBER: 0000950152-07-009880 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071226 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071228 DATE AS OF CHANGE: 20071228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEVELOPERS DIVERSIFIED REALTY CORP CENTRAL INDEX KEY: 0000894315 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341723097 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11690 FILM NUMBER: 071332123 BUSINESS ADDRESS: STREET 1: 3300 ENTERPRISE PARKWAY CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2167555500 MAIL ADDRESS: STREET 1: 3300 ENTERPRISE PARKWAY CITY: BEACHWOOD STATE: OH ZIP: 44122 8-K 1 l29346ae8vk.htm DEVELOPERS DIVERSIFIED REALTY CORPORATION 8-K Developers Diversified Realty Corporation 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)    December 26, 2007 
     
 
DEVELOPERS DIVERSIFIED REALTY CORPORATION
 
(Exact name of registrant as specified in its 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 
     
 
 
(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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.01   Entry into a Material Definitive Agreement
     On December 26, 2007, Developers Diversified Realty Corporation (the “Company”) entered into a Third Amendment to Seventh Amended and Restated Revolving Credit Agreement (the “JPMorgan Amendment”) by and among the Company, DDR PR Ventures LLC, S.E., a Delaware limited liability company (“DDR PR Ventures”), JPMorgan Chase Bank, N.A., as Administrative Agent, and the several banks, financial institutions and other entities from time to time parties to such loan agreement that increases the aggregate commitment under the loan agreement from $1.2 billion to $1.25 billion. A copy of the JPMorgan Amendment is attached as Exhibit 4.1 and is incorporated by reference herein. The foregoing description of the JPMorgan Amendment is qualified in its entirety by reference to Exhibit 4.1.
Item 2.03   Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement
     As discussed in Item 1.01 above, the Company entered into the JPMorgan Amendment. The information regarding the JPMorgan Amendment set forth under Item 1.01 is incorporated by reference herein.
Item 9.01   Financial Statements and Exhibits
(d)  Exhibits
             
Exhibit No.
      Description of Exhibit    
 
           
 
           
Exhibit 4.1       Third Amendment to Seventh Amended and Restated Revolving Credit Agreement by and among the Company, DDR PR Ventures, JPMorgan Chase Bank, N.A., as Administrative Agent, and the several banks, financial institutions and other entities from time to time parties to such loan agreement
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.

 
 
Developers Diversified Realty Corporation
 
(Registrant)


             
Date:
      December 28, 2007
 
   
             
By:
      /s/ Joan U. Allgood
 
Joan U. Allgood
Executive Vice President — Corporate Transactions and Governance
   


Exhibit Index
             
Exhibit No.
      Description of Exhibit    
 
           
 
           
Exhibit 4.1       Third Amendment to Seventh Amended and Restated Revolving Credit Agreement by and among the Company, DDR PR Ventures, JPMorgan Chase Bank, N.A., as Administrative Agent, and the several banks, financial institutions and other entities from time to time parties to such loan agreement

 

EX-4.1 2 l29346aexv4w1.htm EX-4.1 EX-4.1
 

EXHIBIT 4.1
THIRD AMENDMENT TO SEVENTH AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
     This Third Amendment to the Seventh Amended and Restated Revolving Credit Agreement (the “Amendment”) is made as of December 26, 2007, by and among Developers Diversified Realty Corporation, a corporation organized under the laws of the State of Ohio and DDR PR Ventures LLC, S.E. (collectively, the “Borrower”), JPMorgan Chase Bank, N.A., not individually, but as “Administrative Agent” for the several banks, financial institutions and other entities from time to time parties to the Credit Agreement described below, including one or more new or existing “Lenders” shown on the signature pages hereof (the “Lenders”).
 
R  E  C  I  T  A  L  S
 
     A. Borrower, Administrative Agent and certain other Lenders have entered into an Seventh Amended and Restated Credit Agreement dated as of June 29, 2006, as amended by amendments dated March 30, 2007 and December 7, 2007 (as further amended from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.
     B. Pursuant to the terms of the Credit Agreement, the Lenders have agreed to provide Borrower with a Domestic Revolving Facility in an aggregate principal amount of $900,000,000 and a Global Revolving Facility in an aggregate principal amount of $300,000,000. The Borrower, the Administrative Agent and the Lenders now desire to amend the Credit Agreement in order to increase the Domestic Revolving Facility to $950,000,000 and JPMorgan Chase Bank, N.A., in its capacity as a Lender, has agreed to provide the increased Commitment.
     NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
AGREEMENTS
 
     1. The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.
     2. From and after the date hereof (the “Effective Date”) JPMorgan Chase Bank, N.A. shall be deemed to have increased its Domestic Revolving Commitment to $98,010,474 and its total Commitment shall be increased to $120,000,000. Schedule 1 of the Credit Agreement is hereby amended to reflect the foregoing amounts, and a copy of the updated Schedule 1 is attached hereto.
     3. From and after the Effective Date, the Aggregate Commitment shall equal One Billion Two Hundred Fifty Million Dollars ($1,250,000,000) and the Domestic Revolving Facility shall be Nine Hundred Fifty Million Dollars ($950,000,000).

 


 

     4. The Borrower hereby represents and warrants that, as of the Effective Date, there is no Default or Unmatured Default, the representations and warranties contained in Article V of the Credit Agreement are true and correct as of such date and the Borrower has no offsets or claims against any of the Lenders.
     5. As expressly modified as provided herein, the Credit Agreement shall continue in full force and effect.
     6. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.
[Remainder of Page Intentionally Left Blank]

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     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.

DEVELOPERS DIVERSIFIED REALTY CORPORATION
 
         
By
      /s/ Francine J. Glandt
 
       
         
Print Name:
      Francine J. Glandt
 
       
         
Title:
      Treasurer & Vice President of Finance
 
       
 
 
 
DDR PR VENTURES LLC, S.E.
         
By
      /s/ Francine J. Glandt
 
       
         
Print Name:
      Francine J. Glandt
 
       
         
Title:
      Treasurer & Vice President Finance
 
       
 
 
 
3300 Enterprise Parkway
Beachwood, Ohio 44122
Phone:  216/755-5775
Facsimile:  216/755-1775
Attention:  Chief Financial Officer
JPMORGAN CHASE BANK, N.A.,
Individually and as Administrative Agent
         
By
      /s/ Thomas Kostal
 
       
         
Print Name:
      Thomas Kostal
 
       
         
Title:
      Vice President
 
       
 
 
 
277 Park Avenue
Third Floor
New York, NY 10172
Attention:  Kimberly Turner
Telephone:  (212) 622-8177
Facsimile:  (646) 534-0574


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