Kimco Realty® (“Kimco” or the “Company”) (NYSE: KIM), North
America’s largest publicly traded owner and operator of open-air,
grocery-anchored shopping centers and a growing portfolio of
mixed-use assets, today announced the completion of its previously
announced acquisition of RPT Realty (“RPT”).
The acquisition of RPT adds 56 open-air shopping centers, 43 of
which are wholly owned, comprising 13.3 million square feet of
gross leasable area, to Kimco’s existing portfolio of 527
properties. The all-stock transaction, including the assumption of
debt and preferred stock, results in a number of benefits including
earnings accretion stemming from initial cost savings synergies of
approximately $34 million, of which approximately 85% is expected
to be realized in 2024. Additional benefits include increased scale
in high-growth target markets, expanded partnership opportunities,
and preservation of balance sheet strength. The Company will
incorporate the impact of the RPT acquisition, including
merger-related costs, on Net Income and FFO as part of its full
year 2024 outlook when it reports fourth quarter earnings.
“We are pleased to announce the successful completion of our
acquisition of RPT, which will enable us to drive long-term growth
and value creation for our shareholders in a leverage-neutral
manner through embedded growth opportunities and economies of scale
advantages,” stated Conor Flynn, Chief Executive Officer of
Kimco.
Pursuant to the terms of the definitive merger agreement entered
into by and among Kimco, RPT and certain of their respective
subsidiaries, on August 28, 2023, RPT common shareholders are
entitled to receive 0.6049 shares of Kimco common stock, together
with cash in lieu of fractional shares, for each RPT common share
that they owned immediately prior to the effective time of the
merger, and RPT preferred shareholders are entitled to receive one
depositary share representing 1/1,000th of a share of Kimco 7.25%
Class N Cumulative Convertible Perpetual Preferred Stock (“Kimco
Class N Preferred Stock”) for each RPT 7.25% Series D Cumulative
Convertible Perpetual Preferred Share (“RPT Series D Preferred
Share”) that they owned immediately prior to the effective time of
the merger. Pursuant to the terms of the Kimco Class N Preferred
Stock, the Company’s Board of Directors declared a “stub period”
cash dividend in an amount equal to $0.14097 per depositary share
representing Kimco Class N Preferred Stock, payable on January 16,
2024 to shareholders of record on January 5, 2024. The stub
dividend reflects the regular quarterly dividend for the Kimco
Class N Preferred Stock in respect of the period from January 1,
2024, the last dividend payment date in respect of the RPT Series D
Preferred Shares, to, but excluding, January 15, 2024.
J.P. Morgan acted as exclusive financial advisor and Wachtell,
Lipton, Rosen & Katz acted as legal advisor to Kimco in
connection with the acquisition. Lazard acted as exclusive
financial advisor and Goodwin Procter LLP acted as legal advisor to
RPT.
About Kimco Realty®
Kimco Realty® (NYSE:KIM) is a real estate investment trust
(REIT) headquartered in Jericho, N.Y. that is North America’s
largest publicly traded owner and operator of open-air,
grocery-anchored shopping centers and a growing portfolio of
mixed-use assets. The company’s portfolio is primarily concentrated
in the first-ring suburbs of the top major metropolitan markets,
including those in high-barrier-to-entry coastal markets and
rapidly expanding Sun Belt cities, with a tenant mix focused on
essential, necessity-based goods and services that drive multiple
shopping trips per week. Kimco Realty is also committed to
leadership in environmental, social and governance (ESG) issues and
is a recognized industry leader in these areas. Publicly traded on
the NYSE since 1991, and included in the S&P 500 Index, the
company has specialized in shopping center ownership, management,
acquisitions, and value enhancing redevelopment activities for more
than 60 years. As of September 30, 2023, the company owned
interests in 527 U.S. shopping centers and mixed-use assets
comprising 90 million square feet of gross leasable space. For
further information, please visit www.kimcorealty.com.
The company announces material information to its investors
using the company’s investor relations website
(investors.kimcorealty.com), SEC filings, press releases, public
conference calls, and webcasts. The company also uses social media
to communicate with its investors and the public, and the
information the company posts on social media may be deemed
material information. Therefore, the company encourages investors,
the media, and others interested in the company to review the
information that it posts on the social media channels, including
Facebook (www.facebook.com/kimcorealty), Twitter
(www.twitter.com/kimcorealty) and LinkedIn
(www.linkedin.com/company/kimco-realty-corporation). The list of
social media channels that the company uses may be updated on its
investor relations website from time to time.
Safe Harbor Statement
This communication contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The Company intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995 and includes this statement for purposes of complying
with the safe harbor provisions. Forward-looking statements, which
are based on certain assumptions and describe the Company’s future
plans, strategies and expectations, are generally identifiable by
use of the words “believe,” “expect,” “intend,” “commit,”
“anticipate,” “estimate,” “project,” “will,” “target,” “plan”,
“forecast” or similar expressions. You should not rely on
forward-looking statements since they involve known and unknown
risks, uncertainties and other factors which, in some cases, are
beyond the Company’s control and could materially affect actual
results, performances or achievements. Factors which may cause
actual results to differ materially from current expectations
include, but are not limited to, (i) general adverse economic and
local real estate conditions, (ii) the impact of competition,
including the availability of acquisition or development
opportunities and the costs associated with purchasing and
maintaining assets, (iii) the inability of major tenants to
continue paying their rent obligations due to bankruptcy,
insolvency or a general downturn in their business, (iv) the
reduction in the Company’s income in the event of multiple lease
terminations by tenants or a failure of multiple tenants to occupy
their premises in a shopping center, (v) the potential impact of
e-commerce and other changes in consumer buying practices, and
changing trends in the retail industry and perceptions by retailers
or shoppers, including safety and convenience, (vi) the
availability of suitable acquisition, disposition, development and
redevelopment opportunities, and the costs associated with
purchasing and maintaining assets and risks related to acquisitions
not performing in accordance with our expectations, (vii) the
Company’s ability to raise capital by selling its assets, (viii)
disruptions and increases in operating costs due to inflation and
supply chain issues, (ix) risks associated with the development of
mixed-use commercial properties, including risks associated with
the development, and ownership of non-retail real estate, (x)
changes in governmental laws and regulations, including, but not
limited to changes in data privacy, environmental (including
climate change), safety and health laws, and management’s ability
to estimate the impact of such changes, (xi) the Company’s failure
to realize the expected benefits of the merger transaction (the
“transaction”) with RPT, (xii) significant transaction costs and/or
unknown or inestimable liabilities related to the transaction,
(xiii) the risk of litigation, including shareholder litigation, in
connection with the transaction, including any resulting expense,
(xiv) the ability to successfully integrate the operations of the
Company and RPT and the risk that such integration may be more
difficult, time-consuming or costly than expected, (xv) risks
related to future opportunities and plans for the combined company,
including the uncertainty of expected future financial performance
and results of the combined company, (xvi) effects relating to the
transaction or any further announcements or the consummation of the
transaction on the market price of the Company’s common stock or on
relationships with tenants, employees, joint venture partners and
third parties, (xvii) the possibility that, if the Company does not
achieve the perceived benefits of the transaction as rapidly or to
the extent anticipated by financial analysts or investors, the
market price of the Company’s common stock could decline, (xviii)
valuation and risks related to the Company’s joint venture and
preferred equity investments and other investments, (xix) valuation
of marketable securities and other investments, including the
shares of Albertsons Companies, Inc. common stock held by the
Company, (xx) impairment charges, (xxi) criminal cybersecurity
attacks disruption, data loss or other security incidents and
breaches, (xxii) impact of natural disasters and weather and
climate-related events, (xxiii) pandemics or other health crises,
such as coronavirus disease 2019 (“COVID-19”), (xxiv) our ability
to attract, retain and motivate key personnel, (xxv) financing
risks, such as the inability to obtain equity, debt or other
sources of financing or refinancing on favorable terms to the
Company, (xxvi) the level and volatility of interest rates and
management’s ability to estimate the impact thereof, (xxvii)
changes in the dividend policy for the Company’s common and
preferred stock and the Company’s ability to pay dividends at
current levels, (xxviii) unanticipated changes in the Company’s
intention or ability to prepay certain debt prior to maturity
and/or hold certain securities until maturity, (xxix) the Company’s
ability to continue to maintain its status as a REIT for U.S.
federal income tax purposes and potential risks and uncertainties
in connection with its UPREIT structure, and (xxx) other risks and
uncertainties identified under Item 1A, “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2022 as
supplemented by the risks and uncertainties identified under Item
1A, “Risk Factors” in our Quarterly Report on Form 10-Q.
Accordingly, there is no assurance that the Company’s expectations
will be realized. The Company disclaims any intention or obligation
to update the forward-looking statements, whether as a result of
new information, future events or otherwise. You are advised to
refer to any further disclosures the Company makes in other filings
with the Securities and Exchange Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20231228749228/en/
David F. Bujnicki Senior Vice President, Investor Relations and
Strategy Kimco Realty Corporation (833) 800-4343
dbujnicki@kimcorealty.com
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