RVI / Retail Value Inc - Документы SEC, Годовой отчет, Доверенное заявление

Розничная стоимость Inc.
US ˙ NYSE ˙ US76133Q1022
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
LEI 549300VO5RB7323N1Z31
CIK 1735184
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Retail Value Inc
SEC Filings (Chronological Order)
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February 29, 2024 8-K

Current Report

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): February 29, 2024 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Numb

February 29, 2024 EX-99.1

Retail Value Inc. to Make Liquidating Distribution

Exhibit 99.1 Retail Value Inc. 3300 Enterprise Parkway Beachwood, OH 44122 216-755-5500 For additional information: [email protected] FOR IMMEDIATE RELEASE: Retail Value Inc. to Make Liquidating Distribution BEACHWOOD, Ohio, February 29, 2024 - Retail Value Inc. (“RVI” or the “Company”) today announced that the Company’s Board of Directors authorized a liquidating distribution of $0.11 per sha

April 11, 2023 SC 13G/A

RVI / Retail Value Inc / Ursa Fund Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Retail Value Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 76133Q102 (CUSIP Number) November 3, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 24, 2023 EX-21

List of Subsidiaries

Exhibit 21.1 RETAIL VALUE INC. LIST OF SUBSIDIARIES/AFFILIATES None.

February 24, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517

February 14, 2023 SC 13G/A

RVI / Retail Value Inc / Silver Point Capital L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d396235dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Retail Value Inc. (Name of Issuer) Common Shares, par value $0.10 per share (Title of Class of Securities) 76133Q102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

February 14, 2023 EX-99.A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

EX-99.A 2 d396235dex99a.htm EX-99.A Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments th

October 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (

July 29, 2022 EX-3.1

Amended and Restated Code of Regulations of the Company

Exhibit 3.1 AMENDED AND RESTATED CODE OF REGULATIONS OF Retail value inc. ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and on such date as may be fixed by the Board of Directors (?Board of Directors?) of Retail Value Inc. (the ?Corporation?) and stated in the notice of the meeting, for the election of directors, the co

July 29, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (Exact

July 8, 2022 SC 13G

RVI / Retail Value Inc / Ursa Fund Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Retail Value Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 76133Q102 (CUSIP Number) June 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

July 1, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders

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): June 30, 2022 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number)

May 13, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 12, 2022 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (Exac

April 14, 2022 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): April 12, 2022 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number)

April 14, 2022 EX-10.1

Purchase Agreement dated as of February 14, 2022, by and between DDR Crossroads Center LLC and PMAT‑Stirling Crossroads, L.L.C.

Exhibit 10.1 PURCHASE AGREEMENT (Crossroads Center, Gulfport, Mississippi) THIS PURCHASE AGREEMENT (this ?Agreement?) is made effective as of February 14, 2022 (the ?Effective Date?) by and between DDR CROSSROADS CENTER LLC, a Delaware limited liability company and successor by merger to DDR Crossroads Center LLC, an Ohio limited liability company (?Seller?), and PMAT-STIRLING CROSSROADS, L.L.C.,

April 14, 2022 EX-99.1

Retail Value Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements TABLE OF CONTENTS

Exhibit 99.1 Retail Value Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements TABLE OF CONTENTS Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2021 3 Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2021 4 Notes to Condensed Consolidated Pro Forma Financial Statements 5 Value Inc. Quarterly Financial Supplement For the per

April 6, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

March 28, 2022 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38517 Retail Value Inc. Ne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38517 Retail Value Inc. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 330 Enterpri

March 17, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 d236245dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒

March 17, 2022 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 16, 2022 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number)

February 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC.

February 25, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 25, 2022 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Numb

February 25, 2022 EX-21.1

List of Subsidiaries

Exhibit 21.1 RETAIL VALUE INC. LIST OF SUBSIDIARIES/AFFILIATES DDR Crossroads Center LLC, a Delaware limited liability company DDR PR Ventures III LLC, a Delaware limited liability company RVI CMA Holder LLC, a Delaware limited liability company RVT Caribbean Property Management LLC, a Delaware limited liability company RVT Mezz Borrower 2 LLC, a Delaware limited liability company RVT MS Holding C

February 25, 2022 EX-99.1

R Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended September 30, 2021 rvi R Retail Value Inc. Table of Contents Section Page Financial Information Press Release 1-7 Dispositions 8 Capital Structure 9 Reporting Policies and Non-GAAP Measures 10-13 RVI considers portions of the information in this press release to be forward-looking statements within the meaning of Se

February 14, 2022 SC 13G/A

RVI / Retail Value Inc / Silver Point Capital L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Retail Value Inc. (Name of Issuer) Common Shares, par value $0.10 per share (Title of Class of Securities) 76133Q102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 14, 2022 SC 13G/A

RVI / Retail Value Inc / Luxor Capital Group, LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 5)* Retail Value Inc. (Name of Issuer) Common stock, par value $0.10 per share (Title of Class of Securities) 76133Q102 (CUSIP Number) December 31, 2021 (Date of Even

February 14, 2022 SC 13G/A

RVI / Retail Value Inc / Indaba Capital Management, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Retail Value Inc. (Name of Issuer) Common Shares, par value $0.10 per share (Title of Class of Securities) 76133Q102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 10, 2022 SC 13G/A

RVI / Retail Value Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Retail Value Inc. Title of Class of Securities: REIT CUSIP Number: 76133Q102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

December 21, 2021 S-8 POS

As filed with the Securities and Exchange Commission on December 21, 2021

As filed with the Securities and Exchange Commission on December 21, 2021 Registration No.

December 20, 2021 EX-10.1

External Management Agreement, dated December 16, 2021, by and between the Company, DDR Crossroads Center LLC, DDR Property Management LLC and DDR Asset Management LLC

Exhibit 10.1 EXTERNAL MANAGEMENT AGREEMENT by and among RETAIL VALUE INC., DDR CROSSROADS CENTER LLC, DDR PROPERTY MANAGEMENT LLC, and DDR ASSET MANAGEMENT LLC Dated December 16, 2021 TABLE OF CONTENTS Page 1. DEFINITIONS 2 2. TERMINATION OF EXISTING MANAGEMENT AGREEMENTS 4 3. APPOINTMENT 5 4. DUTIES OF SERVICE PROVIDER 5 5. AUTHORITY OF SERVICE PROVIDER 7 6. FEES 8 7. EXPENSES 9 8. DISCLAIMER 11

December 20, 2021 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 15, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Numb

November 3, 2021 EX-10.4

First Amendment to Amended and Restated Sixteenth Section Commercial Lease Contract dated November 18, 2002, by and between Harrison County Board of Education and Gulfport Partners, L.P.

Exhibit 10.4 Prepared by after recording return to: Aster & Hadden LLP 925 Euclid Avenue, Suite 1100 Cleveland, OH 44115 Attention: Daniel K. Wright, II, Esq. Telephone: (216) 696-5188 STATE OF MISSISSIPPI COUNTY OF HARRISON FIRST AMENDMENT TO AMENDED AND RESTATED SIXTEENTH SECTION COMMERCIAL LEASE CONTRACT This First Amendment to Amended and Restated Sixteenth Section Commercial Lease Contract (t

November 3, 2021 EX-10.3

Amended and Restated Sixteenth Section Commercial Lease Contract dated July 28, 1998, by and between Harrison County Board of Education and Gulfport Retail Partners, L.P.

Exhibit 10.3 Prepared by and after recording return to: Kane, Russell, Coleman & Logan, P.C. 3700 Thanksgiving Tower 1591 Elm Street Dallas, Texas 75201 Attention: David N. Condon Telephone: (214) 777-4224 STATE OF MISSISSIPPI COUNTY OF HARRISON AMENDED AND RESTATED SIXTEENTH SECTION COMMERCIAL LEASE CONTRACT THIS AMENDED AND RESTATED SIXTEENTH SECTION COMMERCIAL LEASE CONTRACT (this ?Lease?), is

November 3, 2021 EX-99.1

R Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended September 30, 2021 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-7 Company Summary Portfolio Summary 8 Property List 9 Top 10 Tenants 9 Investments Dispositions 10 Debt Summary Capital Structure 11 Reporting Policies and Other Notable Accounting and Su

November 3, 2021 EX-10.5

Assignment and Assumption of Ground Lease dated January 31, 2003, by and between Gulfport Retail Partners, L.P. and DDR Crossroads Center LLC

Exhibit 10.5 This instrument prepared by and after recording return to: Daniel K . Wright, II, Esq . Arter & Hadden LLP 1100 Huntington Building 925 Euclid Avenue Cleveland, Ohio 44115-1475 ASSIGNMENT AND ASSUMPTION OF GROUND LEASE STATE OF MISSISSIPPI ? ? COUNTY OF HARRISON ? THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this ?Agreement?) is made as of the 31 day of January, 2003 by and between

November 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (

November 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 3, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

October 6, 2021 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): October 1, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number

October 6, 2021 EX-99.1

Retail Value Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements TABLE OF CONTENTS

Exhibit 99.1 Retail Value Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements TABLE OF CONTENTS Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2021 4 Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2021 5 Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2020 6 Notes to Condensed Conso

October 6, 2021 EX-10.1

Amended and Restated Purchase Agreement, dated as of August 19, 2021, by and among certain subsidiaries of Retail Value Inc., as Sellers, and certain affiliates of Bridge 33 Capital, as Purchasers

Exhibit 10.1 AMENDED AND RESTATED PURCHASE AGREEMENT THIS AMENDED AND RESTATED PURCHASE AGREEMENT (this ?Agreement?) is made effective as of August 19th, 2021 (the ?Effective Date?) by and among each of the entities listed in the column entitled ?Sellers? on Schedule ?A? attached hereto and made a part hereof (each, a ?Seller? and collectively, the ?Sellers?) and each of the entities listed in the

September 30, 2021 SC 13D/A

RVI / Retail Value Inc / Otto Alexander - SC 13D/A Activist Investment

SC 13D/A 1 d225132dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Retail Value Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 76133Q 102 (CUSIP Number) David A. Brown Alston & Bird LLP 950 F Street, N.W. Washington, DC 20004-1404 202-239-3452 (Name, A

September 30, 2021 SC 13G

RVI / Retail Value Inc / Otto-Bernstein Katharina - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RETAIL VALUE INC. (Name of Issuer) Common Shares, par value $0.10 per share (Title of Class of Securities) 76133Q 102 (CUSIP Number) September 28, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

August 31, 2021 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): August 27, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 31, 2021 EX-99.1

Retail Value Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements TABLE OF CONTENTS

Exhibit 99.1 Retail Value Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements TABLE OF CONTENTS Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2021 4 Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2021 5 Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2020 6 Pro Forma Condensed Cons

August 31, 2021 EX-10.1

Purchase Agreement, dated as of June 30, 2021, by and among Retail Value Inc. and RVT PR Mezz Borrower 1 LLC, as Sellers, and Kildare Acquisitions US, LLC, as Purchaser

Exhibit 10.1 PURCHASE AGREEMENT By and among KILDARE ACQUISITIONS US, LLC and RVT PR MEZZ BORROWER 1 LLC and RETAIL VALUE INC. Dated as of June 30, 2021 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this ?Agreement?) is made by and among, RVT PR MEZZ BORROWER 1 LLC, a Delaware limited liability company (?RVT PR?), and RETAIL VALUE INC., an Ohio corporation (?RVI?, and together with RVT PR, collectiv

August 20, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 19, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number

August 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 3, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number)

August 3, 2021 EX-3.2

Amended and Restated Code of Regulations, as amended by Amendment No. 1 to the Amended and Restated Code of Regulations

Exhibit 3.2 Amendment No. 1 to the Amended and Restated Code of Regulations of Retail Value Inc. RESOLVED, that ARTICLE X of the Amended and Restated Code of Regulations of Retail Value Inc. will be amended and restated as set forth below: ARTICLE X Amendments This Amended and Restated Code of Regulations may be amended, or new regulations may be adopted, (a) by the shareholders of the Corporation

August 3, 2021 EX-99.1

R Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended March 31, 2021 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-7 Company Summary Portfolio Summary 8 Top 30 Tenants 9 Lease Expirations 10 Investments Dispositions 11 Debt Summary Capital Structure 12 Shopping Center Summary Property List 13 Reporting Po

August 3, 2021 EX-3.1

Second Amended and Restated Articles of Incorporation of the Company, as amended by Amendment No. 1 to the Second Amended and Restated Articles of Incorporation

Exhibit 3.1 Amendment No. 1 to the Second Amended and Restated Articles of Incorporation of Retail Value Inc. RESOLVED, that ARTICLE THIRTEENTH of the Second Amended and Restated Articles of Incorporation of Retail Value Inc. will be amended and restated as set forth below: THIRTEENTH: This Charter may be amended, altered, changed or repealed by the shareholders of the Corporation by the affirmati

August 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (Exact

July 15, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 13, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number)

June 14, 2021 SC 13G

RVI / Retail Value Inc / Silver Point Capital L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Retail Value Inc. (Name of Issuer) Common Shares, par value $0.10 per share (Title of Class of Securities) 76133Q102 (CUSIP Number) June 3, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

May 13, 2021 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 12, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 4, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (Exac

May 4, 2021 EX-10.1

Second Amendment to the Credit Agreement, dated February 26, 2021, among the Company, the lenders named therein and PNC Bank, National Association, as administrative agent1

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 26, 2021 (this ?Amendment?), is made by and among RETAIL VALUE INC., an Ohio corporation (the ?Borrower?), the Lenders (as defined below) party hereto and PNC Bank, National Association, in its capacity as administrative agent for the Lenders under that certain Credit Agreement referre

May 4, 2021 EX-10.2

Amended and Restated Guaranty Fee and Reimbursement Letter Agreement, dated February 26, 2021, by and between the Company and SITE Centers Corp. (f/k/a DDR Corp.)

Exhibit 10.2 SITE Centers Corp. 3300 Enterprise Parkway Beachwood, Ohio 44122 February 26, 2021 Retail Value Inc. PNC Revolver / SITE Centers Guaranty Amended and Restated Guaranty Fee and Reimbursement Letter Retail Value Inc. 3300 Enterprise Parkway Beachwood, Ohio 44122 Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement, dated as of July 2, 2018 (as amended by that

May 4, 2021 EX-99.1

R Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended March 31, 2021 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-6 Company Summary Portfolio Summary 7 Top 35 Tenants 8 Lease Expirations 9 Investments Dispositions 10 Debt Summary Capital Structure 11 Shopping Center Summary Property List 12 Reporting Pol

May 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 4, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

April 1, 2021 DEF 14A

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

March 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 10, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 10, 2021 EX-99.1

R Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended December 31, 2020 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-7 Company Summary Portfolio Summary 8 Top 35 Tenants 9 Lease Expirations 10 Investments Dispositions 11 Debt Summary Capital Structure 12 Shopping Center Summary Property List 13 Reporting

March 10, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC.

March 10, 2021 EX-21.1

List of Subsidiaries

Exhibit 21.1 RETAIL VALUE INC. LIST OF SUBSIDIARIES/AFFILIATES BRE DDR Brown Deer Center LLC, a Delaware limited liability company BRE DDR Brown Deer Market LLC, a Delaware limited liability company BRE DDR Great Northern LLC, a Delaware limited liability company BRE DDR Riverdale Village Inner Ring LLC, a Delaware limited liability company BRE DDR Riverdale Village Outer Ring LLC, a Delaware limi

March 9, 2021 PRE 14A

- PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

March 4, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 26, 2021 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Numb

February 16, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 4)* Retail Value

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 4)* Retail Value Inc. (Name of Issuer) Common stock, par value $0.10 per share (Title of Class of Securities) 76133Q102 (CUSIP Number) December 31, 2020 (Date of Even

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Retail Value Inc. (Name of Issuer) Common Shares, par value $0.10 per share (Title of Class Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Retail Value Inc. (Name of Issuer) Common Shares, par value $0.10 per share (Title of Class Securities) 76133Q102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Retail Value Inc. Title of Class of Securities: REIT CUSIP Number: 76133Q102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

November 5, 2020 EX-10.1

Amended and Restated Agreement, dated October 30, 2020, between Retail Value Inc. and JDN Development Company

Exhibit 10.1 AMENDED AND RESTATED AGREEMENT THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is made as and entered into as of October 30, 2020, by and between Retail Value inc., an Ohio corporation (“RVI”) and JDN DEVELOPMENT COMPANY, a Delaware corporation (“JDN Development”). W I T N E S S E T H : WHEREAS, prior to the date hereof, RVI and SITE Centers Corp., an Ohio corporation (“SITE”),

November 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): November 5, 2020 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

November 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (

November 5, 2020 EX-99.1

Retail Value Inc. Quarterly Financial Supplement For the period ended September 30, 2020 rvi Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended September 30, 2020 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-6 Company Summary Portfolio Summary 7 Top 35 Tenants 8 Lease Expirations 9 Investments Dispositions 10 Debt Summary Capital Structure 11 Shopping Center Summary Property List 12 Reporting

September 15, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 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): September 14, 2020 Retail Value Inc.

August 5, 2020 EX-99.1

Retail Value Inc. Quarterly Financial Supplement For the period ended June 30, 2020 rvi Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended June 30, 2020 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-6 Company Summary Portfolio Summary 7 Top 35 Tenants 8 Lease Expirations 9 Investments Dispositions 10 Debt Summary Capital Structure 11 Shopping Center Summary Property List 12 Reporting Poli

August 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2020 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number)

August 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (Exact

May 14, 2020 8-K

Submission of Matters to a Vote of Security Holders

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): May 13, 2020 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 82-4182996 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 1, 2020 EX-99.1

R Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended March 31, 2020 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-6 Company Summary Portfolio Summary 7 Top 35 Tenants 8 Lease Expirations 9 Investments Dispositions 10 Debt Summary Capital Structure 11 Shopping Center Summary Property List 12 Reporting Pol

May 1, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 1, 2020 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 34-1723097 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

May 1, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (Exac

May 1, 2020 EX-10.1

Agreement dated April 29, 2020 between Retail Value Inc. and JDN Development Company

Exhibit 10.1 AGREEMENT THIS AGREEMENT (this “Agreement”) is made as and entered into as of April 29, 2020, by and between Retail Value inc., an Ohio corporation (“RVI”) and JDN DEVELOPMENT COMPANY, a Delaware corporation (“JDN Development”). W I T N E S S E T H : WHEREAS, prior to the date hereof, RVI and SITE Centers Corp., an Ohio corporation (“SITE”), caused their respective subsidiaries to ent

April 16, 2020 DEFA14A

RVI / Retail Value Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo

April 1, 2020 DEF 14A

RVI / Retail Value Inc. DEF 14A - - DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 2, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 2, 2020 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 34-1723097 (State or Other Jurisdiction of Incorporation) (Commission File Number)

March 2, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC.

March 2, 2020 EX-4.1

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934

EX-4.1 2 rvi-ex41738.htm EX-4.1 Exhibit 4.1 DESCRIPTION OF SECURITIES Registered Under Section 12 of the Securities Exchange Act of 1934 As of the end of its most recent fiscal year, Retail Value Inc., an Ohio corporation (the “Company”), had one class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: its common shares, $0.10 par value per share (

March 2, 2020 EX-21.1

List of Subsidiaries

Exhibit 21.1 RETAIL VALUE INC. LIST OF SUBSIDIARIES/AFFILIATES BRE DDR Brookfield LLC, a Delaware limited liability company BRE DDR Brown Deer Center LLC, a Delaware limited liability company BRE DDR Brown Deer Market LLC, a Delaware limited liability company BRE DDR Great Northern LLC, a Delaware limited liability company BRE DDR Harbison Court LLC, a Delaware limited liability company BRE DDR Ma

March 2, 2020 EX-99.1

R Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended December 31, 2019 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-5 Company Summary Portfolio Summary 6 Top 35 Tenants 7 Lease Expirations 8 Investments Dispositions 9 Debt Summary Capital Structure 10 Shopping Center Summary Property List 11 Reporting P

February 14, 2020 SC 13G/A

RVI / Retail Value Inc. / Luxor Capital Group, LP - AMENDMENT NO. 3 TO THE SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 3)* Retail Value Inc. (Name of Issuer) Common stock, par value $0.10 per share (Title of Class of Securities) 76133Q102 (CUSIP Number) December 31, 2019 (Date of Even

February 14, 2020 SC 13G

RVI / Retail Value Inc. / Indaba Capital Management, L.P. Passive Investment

SC 13G 1 formsc13g-retail.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Retail Value Inc. (Name of Issuer) Common Shares, par value $0.10 per share (Title of Class Securities) 76133Q102 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 12, 2020 SC 13G/A

RVI / Retail Value Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Retail Value Inc Title of Class of Securities: REIT CUSIP Number: 76133Q102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1

February 6, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 31, 2020 Retail Value Inc.

November 7, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 4, 2019 Retail Value Inc.

November 5, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 5, 2019 Retail Value Inc. (Exact name of Registrant as Specified in Its Charter) Ohio 1-38517 34-1723097 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

November 5, 2019 EX-99.1

R Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended September 30, 2019 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-5 Company Summary Portfolio Summary 6 Top 35 Tenants 7 Lease Expirations 8 Investments Dispositions 9 Debt Summary Capital Structure 10 Shopping Center Summary Property List 11 Reporting

November 5, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (

October 25, 2019 SC 13D/A

RVI / Retail Value Inc. / Otto Alexander - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

October 21, 2019 SC 13D/A

RVI / Retail Value Inc. / Otto Alexander - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

September 27, 2019 SC 13D/A

RVI / Retail Value Inc. / Otto Alexander - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

September 16, 2019 SC 13D/A

RVI / Retail Value Inc. / Otto Alexander - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

August 6, 2019 EX-99.1

R Retail Value Inc. Table of Contents

Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended June 30, 2019 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-5 Company Summary Portfolio Summary 6 Top 35 Tenants 7 Lease Expirations 8 Investments Dispositions 9 Debt Summary Capital Structure 10 Shopping Center Summary Property List 11 Reporting Polic

August 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 rvi-8k20190806.htm 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): August 6, 2019 Retail Value Inc. (Exact name of registrant as specified in charter) Ohio 1-38517 34-1723097 (State or Other Jurisdiction of Incorporation) (

August 6, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (Exact

May 13, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d748235d8k.htm 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 10, 2019 Retail Value Inc. (Exact name of registrant as specified in charter) Ohio 1-38517 34-1723097 (State or Other Jurisdiction of Incorporation) (Commis

May 8, 2019 EX-4.2

First Amendment to Loan Agreement and Other Loan Documents, dated as of March 19, 2019, among the Company and Column Financial, Inc., JP Morgan Chase Bank, National Association and Morgan Stanley Bank, NA

EX-4.2 3 rvi-ex42419.htm EX-4.2 Exhibit 4.2 FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 19, 2019 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER LLC, as additional obligor and COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and MORGAN ST

May 8, 2019 EX-4.1

Loan Agreement and Other Loan Documents, dated as of March 11, 2019, among the Company and Column Financial, Inc., JP Morgan Chase Bank, National Association and Morgan Stanley Bank, N.A.

Exhibit 4.1 Execution Version LOAN AGREEMENT Dated as of March 11, 2019 Between EACH OF THE ENTITIES LISTED ON SCHEDULES 1.1(a) and 1.1(b) ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower, and RVI CMA HOLDER LLC, as Additional Obligor and COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and MORGAN STANLEY BANK, N.A., collectively, as Lende

May 8, 2019 EX-4.4

First Amendment to the Credit Agreement, dated March 11, 2019, among the Company, the lenders named therein and PNC Bank, National Association, as administrative agent

Exhibit 4.4 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 11, 2019 (this “Amendment”), is made by and among RETAIL VALUE INC., an Ohio corporation (the “Borrower”), the several banks, financial institutions and other entities party hereto (collectively, the “Lenders”) and PNC Bank, National Association, in its capacity as administrative agent for t

May 8, 2019 EX-4.3

Second Amendment to Loan Agreement and Other Loan Documents, dated as of March 21, 2019, among the Company and Column Financial, Inc., JP Morgan Chase Bank, National Association and Morgan Stanley Bank, NA

Exhibit 4.3 SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 21, 2019 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER LLC, as additional obligor and COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and MORGAN STANLEY BANK, N.A., collectively,

May 8, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (Exac

May 7, 2019 EX-99.1

R Retail Value Inc. Table of Contents

EX-99.1 Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended March 31, 2019 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-6 Company Summary Portfolio Summary 7 Top 35 Tenants 8 Lease Expirations 9 Investments Dispositions 10 Debt Summary Capital Structure 11 Shopping Center Summary Property List 12 Repor

May 7, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 7, 2019 Retail Value Inc.

April 1, 2019 DEF 14A

RVI / Retail Ventures Inc DEF 14A

DEF 14A 1 d666502ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐

March 29, 2019 8-K

Other Events

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): March 29, 2019 Retail Value Inc.

March 12, 2019 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 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): March 11, 2019 Retail Value Inc.

March 5, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 5, 2019 Retail Value Inc. (Exact name of registrant as specified in its charter) Ohio 1-38517 82-4182996 (State or other jurisdiction of incorporation) (Commission File Numbe

March 5, 2019 EX-99.1

R Retail Value Inc. Table of Contents

EX-99.1 2 d716435dex991.htm EX-99.1 Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended December 31, 2018 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-5 Company Summary Portfolio Summary 6 Top 35 Tenants 7 Lease Expirations 8 Investments Dispositions 9 Debt Summary Capital Structure 10 Shopping Center

March 5, 2019 10-K

RVI / Retail Ventures Inc 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC.

March 5, 2019 EX-21.1

List of Subsidiaries

Exhibit 21.1 RETAIL VALUE INC. LIST OF SUBSIDIARIES/AFFILIATES BRE DDR Brookfield LLC, a Delaware limited liability company BRE DDR Brown Deer Center LLC, a Delaware limited liability company BRE DDR Brown Deer Market LLC, a Delaware limited liability company BRE DDR Grandville Marketplace LLC, a Delaware limited liability company BRE DDR Great Northern LLC, a Delaware limited liability company BR

February 14, 2019 SC 13G/A

RVI / Retail Value Inc. / Luxor Capital Group, LP - FEBRUARY 14, 2019 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Retail Value Inc. (Name of Issuer) Common stock, par value $0.10 per share (Title of Class of Securities) 76133Q102 (CUSIP Number) December 31, 2018 (Date of Even

February 11, 2019 SC 13G/A

RVI / Retail Value Inc. / VANGUARD GROUP INC Passive Investment

retailvalueinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Retail Value Inc Title of Class of Securities: REIT CUSIP Number: 76133Q102 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate

November 5, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 5, 2018 Retail Value Inc. (Exact name of registrant as specified in its charter) Ohio 1-38517 82-4182996 (State or other jurisdiction of incorporation) (Commission File Nu

November 5, 2018 EX-99.1

R Retail Value Inc. Table of Contents

EX-99.1 Exhibit 99.1 Retail Value Inc. Quarterly Financial Supplement For the period ended September 30, 2018 rvi R Retail Value Inc. Table of Contents Section Page Earnings Release & Financial Statements Press Release 1-5 Company Summary Portfolio Summary 6 Top 35 Tenants 7 Lease Expirations 8 Investments Dispositions 9 Debt Summary Capital Structure 10 Shopping Center Summary Property List 11-12

November 5, 2018 10-Q

RVI / Retail Ventures Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-38517 RETAIL VALUE INC. (

October 5, 2018 SC 13G/A

RVI / Retail Value Inc. / Luxor Capital Group, LP - OCTOBER 4, 2018 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Retail Value Inc. (Name of Issuer) Common stock, par value $0.10 per share (Title of Class of Securities) 76133Q102 (CUSIP Number) September 25, 2018 (Date of Eve

August 10, 2018 EX-3.1

Second Amended and Restated Articles of Incorporation of the Company

Exhibit 3.1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF retail value inc. The undersigned, desiring to form a corporation for profit under Section 1701.01, et seq., of the Ohio Revised Code, does hereby certify: FIRST: The name of the corporation shall be Retail Value Inc. (the “Corporation”). SECOND: The place in the State of Ohio where the principal office of the Corporation is loca

August 10, 2018 10-Q

RVI / Retail Ventures Inc 10-Q (Quarterly Report)

10-Q 1 rvi-10q20180630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

August 10, 2018 EX-3.2

Amended and Restated Code of Regulations of the Company

Exhibit 3.2 AMENDED AND RESTATED CODE OF REGULATIONS OF Retail value inc. ARTICLE I Meetings of Shareholders Section 1.Annual Meetings. The annual meeting of shareholders shall be held at such time and on such date as may be fixed by the Board of Directors (“Board of Directors”) of Retail Value Inc. (the “Corporation”) and stated in the notice of the meeting, for the election of directors, the con

August 8, 2018 SC 13G

RVI / Retail Value Inc. / VANGUARD GROUP INC Passive Investment

retailvalueinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Retail Value Inc Title of Class of Securities: REIT CUSIP Number: 76133Q102 Date of Event Which Requires Filing of this Statement: July 31, 2018 Check the appropriate box to designate the

July 20, 2018 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Retail Value Inc.

July 20, 2018 SC 13G

RVI / Retail Value Inc. / Luxor Capital Group, LP - JULY 20, 2018 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Retail Value Inc. (Name of Issuer) Common stock, par value $0.10 per share (Title of Class of Securities) 76133Q102 (CUSIP Number) July 11, 2018 (Date of Event whi

July 20, 2018 EX-99.2

POWER OF ATTORNEY

EXHIBIT B POWER OF ATTORNEY The undersigned hereby makes, constitutes and appoints each of Norris Nissim, Adam Miller and Virgil Alagon as the undersigned's true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and an

July 11, 2018 SC 13D

RVI / Retail Value Inc. / Otto Alexander - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

July 11, 2018 EX-99.2

JOINT FILING AGREEMENT

EX-99.2 EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and any amendments to it with respect to Common Stock, $0.10 par value per share, of Retail Value Inc. and further agree that this Joint Filing Agreement be incl

July 2, 2018 EX-10.1

Tax Matters Agreement, dated July 1 ,2018, by and between DDR Corp. (n/k/a SITE Centers Corp.) and the Company

EX-10.1 Exhibit 10.1 EXECUTION VERSION TAX MATTERS AGREEMENT BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED AS OF JULY 1, 2018 TABLE OF CONTENTS Section 1. Definition of Terms 2 Section 2. Allocation of Tax Liabilities 7 Section 2.1 General Rule 7 Section 2.2 General Allocation Principles 7 Section 2.3 Allocation Conventions 7 Section 2.4 Transfer Taxes 8 Section 3. Preparation and Filing of Tax Re

July 2, 2018 EX-10.5

Guaranty Fee and Reimbursement Letter Agreement, dated July 2, 2018, by and between the Company and DDR Corp. (n/k/a SITE Centers Corp.)

EX-10.5 Exhibit 10.5 DDR Corp. 3300 Enterprise Parkway Beachwood, Ohio 44122 July 2, 2018 Retail Value Inc. PNC Revolver / DDR Guaranty Fee and Reimbursement Letter Retail Value Inc. 3300 Enterprise Parkway Beachwood, Ohio 44122 Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement dated as of the date hereof with respect to a $30 million revolving facility (as amended, r

July 2, 2018 EX-10.6

Waiver Agreement, dated July 1, 2018, by and between Mr. Alexander Otto and the Company

EX-10.6 EXHIBIT 10.6 WAIVER AGREEMENT THIS WAIVER AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2018 by and among Mr. Alexander Otto (the “Distributee”) and Retail Value Inc., (the “Company”). RECITALS A. WHEREAS, on December 14, 2017, DDR Corp. (“DDR”) announced that its board of directors (the “DDR Board”) unanimously approved a plan to spin off (the “Spin-off”) a portfolio

July 2, 2018 EX-10.4

Credit Agreement, dated July 2, 2018, among the Company, the lenders named therein and PNC Bank, National Association, as administrative agent

EX-10.4 Exhibit 10.4 CREDIT AGREEMENT dated as of July 2, 2018 among RETAIL VALUE INC., as Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender, and THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, as Lenders ARTICLE I. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Classification of Loans and Borrowings 26 1.3 Terms Generally 26 1.4 [Reserved.] 27 1.5 [Reserved.] 27 1.6 Conv

July 2, 2018 EX-3.1

Second Amended and Restated Articles of Incorporation of Retail Value Inc., dated June 28, 2018

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF RETAIL VALUE INC. The undersigned, desiring to form a corporation for profit under Section 1701.01, et seq., of the Ohio Revised Code, does hereby certify: FIRST: The name of the corporation shall be Retail Value Inc. (the “Corporation”). SECOND: The place in the State of Ohio where the principal office of the Corporation

July 2, 2018 EX-2.1

Separation and Distribution Agreement, dated July 1, 2018, by and between DDR Corp. (n/k/a SITE Centers Corp.) and the Company

EX-2.1 Exhibit 2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED JULY 1, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE SEPARATION 12 2.1 Transfer of Assets and Assumption of Liabilities 12 2.2 RVI Assets 13 2.3 RVI Liabilities; DDR Liabilities 16 2.4 Approvals and Notifications 17 2.5 Novation of Liabilities 18 2.6

July 2, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d864608d8k.htm FORM 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): June 28, 2018 Retail Value Inc. (Exact name of registrant as specified in charter) Ohio 1-38517 82-4182996 (State or other jurisdiction of incorporation) (

July 2, 2018 EX-10.3

Form of Director and Officer Indemnification Agreement*

EX-10.3 Exhibit 10.3 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of , 20 (this “Agreement”), is made by and between Retail Value Inc., an Ohio corporation (the “Company”), and (“Indemnitee”). RECITALS: A. In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate

July 2, 2018 EX-10.2

External Management Agreement, dated July 1, 2018, by and between the Company and DDR Asset Management LLC

EX-10.2 5 d864608dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION EXTERNAL MANAGEMENT AGREEMENT by and between RETAIL VALUE INC. and DDR ASSET MANAGEMENT LLC Dated July 1, 2018 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. APPOINTMENT 4 3. DUTIES OF SERVICE PROVIDER 4 4. AUTHORITY OF SERVICE PROVIDER 6 5. FEES 7 6. EXPENSES 9 7. DISCLAIMER 10 8. NO PARTNERSHIP OR JOINT VENTURE 10 9. BANK ACCOUNTS 10

June 28, 2018 EX-4.1

Second Amended and Restated Articles of Incorporation of Retail Value Inc.

EX-4.1 Exhibit 4.1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF RETAIL VALUE INC. The undersigned, desiring to form a corporation for profit under Section 1701.01, et seq., of the Ohio Revised Code, does hereby certify: FIRST: The name of the corporation shall be Retail Value Inc. (the “Corporation”). SECOND: The place in the State of Ohio where the principal office of the Corporation

June 28, 2018 S-8

RVI / Retail Ventures Inc FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on June 28, 2018 Registration No.

June 28, 2018 EX-4.2

Amended and Restated Code of Regulations of Retail Value Inc.

EX-4.2 Exhibit 4.2 AMENDED AND RESTATED CODE OF REGULATIONS OF RETAIL VALUE INC. ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and on such date as may be fixed by the Board of Directors (“Board of Directors”) of Retail Value Inc. (the “Corporation”) and stated in the notice of the meeting, for the election of directors,

June 28, 2018 EX-99.3

Consent of Barry A. Sholem

EX-99.3 Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of Retail Value Inc., an Ohio corporation (the “Company”), relating to the common shares of the Company to be issued or delivered and sold pursuant to the Retail Value Inc.

June 28, 2018 EX-99.1

Consent of Gary N. Boston

EX-99.1 6 d368132dex991.htm EX-99.1 Exhibit 99.1 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of Retail Value Inc., an Ohio corporation (the “Company”), relating to the common shares of the Company to be issued or delivered and sold pursu

June 28, 2018 EX-99.2

Consent of Henrie W. Koetter

EX-99.2 7 d368132dex992.htm EX-99.2 Exhibit 99.2 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of Retail Value Inc., an Ohio corporation (the “Company”), relating to the common shares of the Company to be issued or delivered and sold pursu

June 18, 2018 CORRESP

RVI / Retail Ventures Inc CORRESP

June 18, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 14, 2018 EX-99.1

Information Statement of Retail Value Inc., subject to completion, dated June 14, 2018

EX-99.1 2 d394376dex991.htm EX-99.1 Table of Contents Exhibit 99.1 , 2018 Dear DDR Corp. Shareholder: We are pleased to inform you that the Board of Directors of DDR Corp., or DDR, has declared the distribution of all the common shares of Retail Value Inc., or RVI, a wholly-owned subsidiary of DDR, to DDR’s shareholders. RVI holds 49 assets, comprised of 37 continental U.S. assets and the entirety

June 14, 2018 10-12B/A

As filed with the Securities and Exchange Commission on June 14, 2018

As filed with the Securities and Exchange Commission on June 14, 2018 File No. 001-38517 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 RETAIL VALUE INC. (Exact name of registrant as specified in its charter) Ohio (State or other

June 4, 2018 10-12B

As filed with the Securities and Exchange Commission on June 4, 2018

10-12B 1 d394376d1012b.htm 10-12B As filed with the Securities and Exchange Commission on June 4, 2018 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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 RETAIL VALUE INC. (Exact name of registrant as specified in its charter) Ohio (State

June 4, 2018 EX-10.12

Form of Director and Officer Indemnification Agreement*

Exhibit 10.12 FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of , 20 (this ?Agreement?), is made by and between Retail Value Inc., an Ohio corporation (the ?Company?), and (?Indemnitee?). RECITALS: A. Section 1701.59 of the ORC provides that the business and affairs of a corporation shall be managed by or under the direction of

June 4, 2018 EX-10.9

Third Amendment to Loan Agreement and Other Loan Documents, dated March 14, 2018, by and among certain wholly-owned subsidiaries of DDR Corp. and Column Financial, Inc. (an affiliate of Credit Suisse AG), JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association

Exhibit 10.9 THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 14, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER LLC, as additional obligor and COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION,

June 4, 2018 EX-10.1

Form of External Management Agreement by and between Retail Value Inc. and DDR Asset Management LLC

Exhibit 10.1 FORM OF EXTERNAL MANAGEMENT AGREEMENT by and between RETAIL VALUE INC. and DDR ASSET MANAGEMENT LLC Dated [ ], 2018 TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. APPOINTMENT 4 3. DUTIES OF SERVICE PROVIDER 4 4. AUTHORITY OF SERVICE PROVIDER 6 5. FEES 7 6. EXPENSES 9 7. DISCLAIMER 10 8. NO PARTNERSHIP OR JOINT VENTURE 10 9. BANK ACCOUNTS 10 10. RECORDS; ACCESS 10 11. LIMITATIONS ON ACTIVI

June 4, 2018 EX-10.10

Retail Value Inc. 2018 Equity and Incentive Compensation Plan*

Exhibit 10.10 RETAIL VALUE INC. 2018 EQUITY AND INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries and certain consultants to the Company and its Subsidiaries, and to provide to such persons incentives and rewards for service and/or performance. 2. Definitions. As use

June 4, 2018 EX-10.6

Loan Agreement, dated February 14, 2018, by and among certain wholly-owned subsidiaries of DDR Corp. and Column Financial, Inc. (an affiliate of Credit Suisse AG), JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association

Exhibit 10.6 LOAN AGREEMENT Dated as of February 14, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULES 1.1(a) and 1.1(b) ATTACHED HERETO , individually and/or collectively, as the context may require, as Borrower, and RVI CMA HOLDER LLC, as Additional Obligor and COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, collectively, as Lend

June 4, 2018 EX-10.2

Form of Tax Matters Agreement by and between DDR Corp. and Retail Value Inc.

EX-10.2 6 d394376dex102.htm EX-10.2 Exhibit 10.2 FORM OF TAX MATTERS AGREEMENT BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED AS OF [], 2018 TABLE OF CONTENTS Section 1. Definition of Terms 2 Section 2. Allocation of Tax Liabilities 7 Section 2.1 General Rule 7 Section 2.2 General Allocation Principles 7 Section 2.3 Allocation Conventions 8 Section 2.4 Transfer Taxes 8 Section 3. Preparation and Fi

June 4, 2018 EX-2.1

Form of Separation and Distribution Agreement between DDR Corp. and Retail Value Inc.

Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED [ ], 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE SEPARATION 12 2.1 Transfer of Assets and Assumption of Liabilities 12 2.2 RVI Assets 14 2.3 RVI Liabilities; DDR Liabilities 16 2.4 Approvals and Notifications 17 2.5 Novation of Liabilities 18 2.6 Treatment of Guaran

June 4, 2018 EX-3.2

Form of Amended and Restated Code of Regulations of Retail Value Inc.

Exhibit 3.2 FORM OF AMENDED AND RESTATED CODE OF REGULATIONS OF RETAIL VALUE INC. ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and on such date as may be fixed by the Board of Directors (?Board of Directors?) of Retail Value Inc. (the ?Corporation?) and stated in the notice of the meeting, for the election of directors

June 4, 2018 EX-10.4

Amended and Restated Management and Leasing Agreement, dated February 14, 2018, among each of the entities set forth on Exhibit A and DDR Asset Management LLC

Exhibit 10.4 AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT (this ?Agreement?), made and entered into as of February 14, 2018, among each of the entities set forth on Exhibit A (each, an ?Owner? and collectively, the ?Owners?) and DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (hereinafter referred to as ?Property Ma

June 4, 2018 EX-99.1

Information Statement of Retail Value Inc., subject to completion, dated June 4, 2018

Table of Contents Exhibit 99.1 , 2018 Dear DDR Corp. Shareholder: We are pleased to inform you that the Board of Directors of DDR Corp., or DDR, has declared the distribution of all the common shares of Retail Value Inc., or RVI, a wholly-owned subsidiary of DDR, to DDR?s shareholders. RVI holds 49 assets, comprised of 37 continental U.S. assets and the entirety of DDR?s Puerto Rico portfolio. DDR

June 4, 2018 EX-10.3

Amended and Restated Management and Leasing Agreement, dated February 14, 2018, among each of the entities set forth on Exhibit A and DDR Asset Management LLC

Exhibit 10.3 AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT (this ?Agreement?), made and entered into as of February 14, 2018, among each of the entities set forth on Exhibit A (each, an ?Owner? and collectively, the ?Owners?) and DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (hereinafter referred to as ?Property Ma

June 4, 2018 CORRESP

RVI / Retail Ventures Inc CORRESP

June 4, 2018 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3561 Washington, DC 20549 Attention: Jennifer Gowetski, Senior Counsel Office of Real Estate and Commodities Re: Retail Value Inc. Amendment No. 1 to Draft Registration Statement on Form 10 Submitted May 11, 2018 CIK No. 0001735184 Ladies and Gentlemen: Retail Value Inc., an Ohio corporation (the “Company” or “w

June 4, 2018 EX-10.11

Form of Restricted Share Units Agreement for Directors*

Exhibit 10.11 2018 DIRECTORS? GRANT RETAIL VALUE INC. Form of Restricted Share Units Agreement This RESTRICTED SHARE UNITS AGREEMENT (this ?Agreement?) is made as of , 20 , by and between Retail Value Inc., an Ohio corporation (the ?Company?), and (the ?Grantee?). 1. Certain Definitions. Capitalized terms used but not otherwise defined in this Agreement have the meanings given to such terms in the

June 4, 2018 EX-3.1

Form of Amended and Restated Articles of Incorporation of Retail Value Inc.

Exhibit 3.1 FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF RETAIL VALUE INC. The undersigned, desiring to form a corporation for profit under Section 1701.01, et seq., of the Ohio Revised Code, does hereby certify: FIRST: The name of the corporation shall be Retail Value Inc. (the ?Corporation?). SECOND: The place in the State of Ohio where the principal office of the Corporation is loc

June 4, 2018 EX-10.7

First Amendment to Loan Agreement and Other Loan Documents, dated February 27, 2018, by and among certain wholly-owned subsidiaries of DDR Corp. and Column Financial, Inc. (an affiliate of Credit Suisse AG), JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association

Exhibit 10.7 FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of February 27, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER LLC, as additional obligor and COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATI

June 4, 2018 EX-10.8

Second Amendment to Loan Agreement and Other Loan Documents, dated March 6, 2018, by and among certain wholly-owned subsidiaries of DDR Corp. and Column Financial, Inc. (an affiliate of Credit Suisse AG), JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association

Exhibit 10.8 SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 6, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER LLC, as additional obligor and COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION,

June 4, 2018 EX-21.1

List of Subsidiaries of the Registrant

Exhibit 21.1 RETAIL VALUE INC. LIST OF SUBSIDIARIES/AFFILIATES Unless otherwise indicated, all subsidiaries are 100% owned by Retail Value Inc. BRE DDR Brookfield LLC, a Delaware limited liability company BRE DDR Brown Deer Center LLC, a Delaware limited liability company BRE DDR Brown Deer Market LLC, a Delaware limited liability company BRE DDR Grandville Marketplace LLC, a Delaware limited liab

June 4, 2018 EX-10.13

Form of Waiver Agreement by and between Retail Value Inc. and Alexander Otto

Exhibit 10.13 FORM OF WAIVER AGREEMENT THIS WAIVER AGREEMENT (this ?Agreement?) is made and entered into as of [], 2018 by and among Mr. Alexander Otto (the ?Distributee?) and Retail Value Inc., (the ?Company?). RECITALS A. WHEREAS, on December 14, 2017, DDR Corp. (?DDR?) announced that its board of directors (the ?DDR Board?) unanimously approved a plan to spin off (the ?Spin-off?) a portfolio of

June 4, 2018 EX-10.5

Amended and Restated Management and Leasing Agreement, dated February 14, 2018, among each of the entities set forth on Exhibit A, DDR Asset Management LLC and DDR PR Ventures II LLC

Exhibit 10.5 AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT (this “Agreement”), made and entered into as of February 14, 2018, among each of the entities set forth on Exhibit A (each, an “Owner” and collectively, the “Owners”), DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (“DDR Asset”), and DDR PR VENTURES II LLC,

May 11, 2018 EX-10.5

Confidential Treatment Requested by Retail Value Inc. RVI-90. Pursuant to 17 C.F.R. Section 200.83. AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT

Exhibit 10.5 Confidential Treatment Requested by Retail Value Inc. RVI-90. Pursuant to 17 C.F.R. Section 200.83. AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT (this ?Agreement?), made and entered into as of February 14, 2018, among each of the entities set forth on Exhibit A (each, an ?Owner? and collectively, the ?Owners?), DDR AS

May 11, 2018 EX-10.3

Confidential Treatment Requested by Retail Value Inc. RVI-36. Pursuant to 17 C.F.R. Section 200.83. AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT

EX-10.3 3 filename3.htm Exhibit 10.3 Confidential Treatment Requested by Retail Value Inc. RVI-36. Pursuant to 17 C.F.R. Section 200.83. AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT (this “Agreement”), made and entered into as of February 14, 2018, among each of the entities set forth on Exhibit A (each, an “Owner” and collectivel

May 11, 2018 EX-10.9

Confidential Treatment Requested by Retail Value Inc. RVI-372. Pursuant to 17 C.F.R. Section 200.83. THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 14, 2018 EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, indi

Exhibit 10.9 Confidential Treatment Requested by Retail Value Inc. RVI-372. Pursuant to 17 C.F.R. Section 200.83. THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 14, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER LLC, as additional obligor and COLUMN FI

May 11, 2018 EX-10.10

Confidential Treatment Requested by Retail Value Inc. RVI-386. Pursuant to 17 C.F.R. Section 200.83. RETAIL VALUE INC. 2018 EQUITY AND INCENTIVE COMPENSATION PLAN

EX-10.10 10 filename10.htm Exhibit 10.10 Confidential Treatment Requested by Retail Value Inc. RVI-386. Pursuant to 17 C.F.R. Section 200.83. RETAIL VALUE INC. 2018 EQUITY AND INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of this Plan is to permit award grants to non-employee Directors, officers and other employees of the Company and its Subsidiaries and certain consultants to the Company an

May 11, 2018 EX-10.6

Confidential Treatment Requested by Retail Value Inc. RVI-117. Pursuant to 17 C.F.R. Section 200.83. LOAN AGREEMENT Dated as of February 14, 2018 EACH OF THE ENTITIES LISTED ON SCHEDULES 1.1(a) and 1.1(b) ATTACHED HERETO , individually and/or collect

EX-10.6 6 filename6.htm Exhibit 10.6 Confidential Treatment Requested by Retail Value Inc. RVI-117. Pursuant to 17 C.F.R. Section 200.83. LOAN AGREEMENT Dated as of February 14, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULES 1.1(a) and 1.1(b) ATTACHED HERETO , individually and/or collectively, as the context may require, as Borrower, and RVI CMA HOLDER LLC, as Additional Obligor and COLUMN

May 11, 2018 EX-10.4

Confidential Treatment Requested by Retail Value Inc. RVI-63. Pursuant to 17 C.F.R. Section 200.83. AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT

EX-10.4 4 filename4.htm Exhibit 10.4 Confidential Treatment Requested by Retail Value Inc. RVI-63. Pursuant to 17 C.F.R. Section 200.83. AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT (this “Agreement”), made and entered into as of February 14, 2018, among each of the entities set forth on Exhibit A (each, an “Owner” and collectivel

May 11, 2018 EX-10.11

Confidential Treatment Requested by Retail Value Inc. RVI-406. Pursuant to 17 C.F.R. Section 200.83.

EX-10.11 11 filename11.htm Exhibit 10.11 Confidential Treatment Requested by Retail Value Inc. RVI-406. Pursuant to 17 C.F.R. Section 200.83. 2018 DIRECTORS’ GRANT RETAIL VALUE INC. Restricted Share Units Agreement This RESTRICTED SHARE UNITS AGREEMENT (this “Agreement”) is made as of , 20 , by and between Retail Value Inc., an Ohio corporation (the “Company”), and (the “Grantee”). 1. Certain Defi

May 11, 2018 EX-10.7

Confidential Treatment Requested by Retail Value Inc. RVI-342. Pursuant to 17 C.F.R. Section 200.83. FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of February 27, 2018 EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, i

Exhibit 10.7 Confidential Treatment Requested by Retail Value Inc. RVI-342. Pursuant to 17 C.F.R. Section 200.83. FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of February 27, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER LLC, as additional obligor and COLUMN

May 11, 2018 DRS/A

Confidential Treatment Requested by Retail Value Inc. RVI-4. Pursuant to 17 C.F.R. Section 200.83. Amendment No.1 to confidential draft submission This is a confidential draft submission to the U.S. Securities and Exchange Commission on May 11, 2018

DRS/A 1 filename1.htm Confidential Treatment Requested by Retail Value Inc. RVI-4. Pursuant to 17 C.F.R. Section 200.83. Amendment No.1 to confidential draft submission This is a confidential draft submission to the U.S. Securities and Exchange Commission on May 11, 2018 and is not being filed under the Securities Act of 1933. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingt

May 11, 2018 EX-10.8

Confidential Treatment Requested by Retail Value Inc. RVI-356. Pursuant to 17 C.F.R. Section 200.83. SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 6, 2018 EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, indi

Exhibit 10.8 Confidential Treatment Requested by Retail Value Inc. RVI-356. Pursuant to 17 C.F.R. Section 200.83. SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 6, 2018 Between EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and RVI CMA HOLDER LLC, as additional obligor and COLUMN FI

May 11, 2018 EX-21.1

Confidential Treatment Requested by Retail Value Inc. RVI-426. Pursuant to 17 C.F.R. Section 200.83. RETAIL VALUE INC. LIST OF SUBSIDIARIES/AFFILIATES

Exhibit 21.1 Confidential Treatment Requested by Retail Value Inc. RVI-426. Pursuant to 17 C.F.R. Section 200.83. RETAIL VALUE INC. LIST OF SUBSIDIARIES/AFFILIATES Unless otherwise indicated, all subsidiaries are 100% owned by Retail Value Inc. BRE DDR Brookfield LLC, a Delaware limited liability company BRE DDR Brown Deer Center LLC, a Delaware limited liability company BRE DDR Brown Deer Market

May 11, 2018 EX-3.2

Confidential Treatment Requested by Retail Value Inc. RVI-9. Pursuant to 17 C.F.R. Section 200.83. AMENDED AND RESTATED CODE OF REGULATIONS RETAIL VALUE INC. ARTICLE I Meetings of Shareholders

Exhibit 3.2 Confidential Treatment Requested by Retail Value Inc. RVI-9. Pursuant to 17 C.F.R. Section 200.83. AMENDED AND RESTATED CODE OF REGULATIONS OF RETAIL VALUE INC. ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and on such date as may be fixed by the Board of Directors (?Board of Directors?) of Retail Value Inc.

May 11, 2018 DRSLTR

RVI / Retail Ventures Inc DRSLTR

DRSLTR 1 filename1.htm Confidential Treatment Requested by Retail Value Inc. RVI-642. Pursuant to 17 C.F.R. Section 200.83. May 11, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jennifer Gowetski, Senior Counsel Office of Real Estate and Commodities Re: Retail Value Inc. Draft Registration Statemen

May 11, 2018 EX-99.1

Confidential Treatment Requested by Retail Value Inc. RVI-430. Pursuant to 17 C.F.R. Section 200.83.

Table of Contents Exhibit 99.1 Confidential Treatment Requested by Retail Value Inc. RVI-430. Pursuant to 17 C.F.R. Section 200.83. , 2018 Dear DDR Corp. Shareholder: We are pleased to inform you that the Board of Directors of DDR Corp., or DDR, has declared the distribution of all the common shares of Retail Value Inc., or RVI, a wholly-owned subsidiary of DDR, to DDR?s shareholders. RVI holds 49

May 11, 2018 EX-10.12

Confidential Treatment Requested by Retail Value Inc. RVI-411. Pursuant to 17 C.F.R. Section 200.83. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

EX-10.12 12 filename12.htm Exhibit 10.12 Confidential Treatment Requested by Retail Value Inc. RVI-411. Pursuant to 17 C.F.R. Section 200.83. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of , 20 (this “Agreement”), is made by and between Retail Value Inc., an Ohio corporation (the “Company”), and (“Indemnitee”). RECITALS: A. Section 1

March 29, 2018 DRS

Confidential Treatment Requested by Retail Value Inc. RVI-4. Pursuant to 17 C.F.R. Section 200.83. This is a confidential draft submission to the U.S. Securities and Exchange Commission on March 29, 2018 and is not being filed under the Securities Ac

Confidential Treatment Requested by Retail Value Inc. RVI-4. Pursuant to 17 C.F.R. Section 200.83. This is a confidential draft submission to the U.S. Securities and Exchange Commission on March 29, 2018 and is not being filed under the Securities Act of 1933. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES P

March 29, 2018 EX-99

Confidential Treatment Requested by Retail Value Inc. RVI-9. Pursuant to 17 C.F.R. Section 200.83.

EX-99 2 filename2.htm Table of Contents Exhibit 99.1 Confidential Treatment Requested by Retail Value Inc. RVI-9. Pursuant to 17 C.F.R. Section 200.83. , 2018 Dear DDR Corp. Shareholder: We are pleased to inform you that the Board of Directors of DDR Corp., or DDR, has declared the distribution of all the common shares of Retail Value Inc., or RVI, a wholly-owned subsidiary of DDR, to DDR’s shareh

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