As proposed, Developers Diversified would sell the portfolio to the partnership for $161.5 million, reducing its stake in the assets to 10% while gaining the fee-based income for asset management, property management and leasing. In addition, Developers Diversified will receive a promoted interest above a 9.5% leveraged threshold return.

The assets sold to the partnership are Beaver Creek Commons, a 452,383-sf center in Raleigh, NC that is anchored by Super Target and Lowe's; Mt. Nebo Point, a 362,832-sf center in Pittsburgh anchored by Sam's Club and Target; and Centerton Square, a 710,159-sf center in Philadelphia anchored by Costco and Target. Developers Diversified estimates its pre-tax merchant-build gain on the sale to the JV at $50 million.

Dividend Capital is a non-listed REIT that currently has approximately $772 million invested in 24 real property assets totaling approximately 5.2 million sf and various real estate securities and debt related investments. Developers Diversified is a publicly traded company that owns and manages 162 million sf spread among 800 retail properties. The partnership is a first for the two companies.