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Investment In and Advances to Affiliate
12 Months Ended
Dec. 31, 2022
Investments In And Advances To Affiliates [Abstract]  
Investment In and Advances to Affiliate
4.
Investment In and Advances to Affiliate

On July 1, 2018, the Company completed the spin-off of RVI. At the time of the spin-off, RVI owned 48 shopping centers, comprised of 36 assets in the continental U.S. and 12 assets in Puerto Rico, representing $2.7 billion of gross book asset value and $1.27 billion of mortgage debt. RVI sold its remaining asset in April 2022.

In connection with the spin-off, on July 1, 2018, the Company and RVI entered into a separation and distribution agreement, pursuant to which, among other things, the Company agreed to transfer the properties and certain related assets, liabilities and obligations to RVI and to distribute 100% of the outstanding common shares of RVI to holders of record of SITE Centers’ common shares as of the close of business on June 26, 2018, the record date. On the spin-off date, holders of SITE Centers’ common shares received one common share of RVI for every ten shares of SITE Centers’ common stock held on the record date.

In connection with the spin-off of RVI, RVI issued 1,000 shares of its series A preferred stock ("the RVI Preferred Shares") to the Company, which were noncumulative and had no mandatory dividend rate. The RVI Preferred Shares ranked, with respect to dividend rights, and rights upon liquidation, dissolution or winding up of RVI, senior in preference and priority to RVI’s common shares and any other class or series of RVI’s capital stock and had a “preference amount” equal to $190.0 million in the aggregate. In October 2021, the Company received a cash distribution of $190.0 million on the RVI Preferred Shares and RVI subsequently repurchased the RVI Preferred Shares for $1.00. As of December 31, 2021, the Company no longer had an investment in RVI.

On July 1, 2018, the Company and RVI also entered into an external management agreement, which, together with various property management agreements, governed the fees, terms and conditions pursuant to which SITE Centers managed RVI and its properties through December 31, 2021. The Company and RVI entered into a new external management agreement effective January 1, 2022 to govern the Company’s management of RVI’s remaining property and the wind-up of its operations. Pursuant to these management agreements, the Company has provided RVI with day-to-day management, subject to supervision and certain discretionary limits and authorities granted by the RVI Board of Directors. RVI does not have any employees. The Company and RVI also entered into a tax matters agreement, which governs the rights and responsibilities of the parties following the spin-off with respect to various tax matters and provides for the allocation of tax-related assets, liabilities and obligations.

In connection with the new external management agreement, in 2022, the Company recorded Fee and Other Income on the Consolidated Statements of Operations of $1.0 million. Revenue from the original July 1, 2018 management agreements with RVI, which were terminated at the conclusion of 2021, was included in Fee and Other Income on the consolidated statements of operations and was composed of the following (in millions):

 

For the Year Ended December 31,

 

 

2021

 

 

2020

 

Revenue from contracts with RVI:

 

 

 

 

 

Asset and property management fees

$

15.2

 

 

$

18.4

 

Leasing commissions

 

1.7

 

 

 

2.8

 

Disposition fees

 

9.0

 

 

 

3.1

 

Credit facility guaranty fees

 

0.1

 

 

 

0.1

 

Total revenue from contracts with RVI

$

26.0

 

 

$

24.4