Kimco Realty Corporation (NYSE: KIM) (the “Company”) today
announced the final results of its tender offer to purchase for
cash any and all of its outstanding depositary shares (each, a
“Security,” and collectively, the “Securities”) representing
1/1,000 of a share of the Company’s 7.25% Class N Cumulative
Convertible Perpetual Preferred Stock, par value $1.00 per share
(the “Class N Preferred Stock”), at a price per Security of $62.00,
plus any accrued and unpaid dividends (the “Offer”), and concurrent
consent solicitation (the “Consent Solicitation”) upon the terms
and subject to the conditions set forth in the Company's Offer to
Purchase and Consent Solicitation, dated November 4, 2024 (as
amended or supplemented from time to time, the “Offer to Purchase
and Consent Solicitation”). The Offer and Consent Solicitation
expired at 5:00 p.m., New York City time, on December 12, 2024.
In accordance with the terms and conditions of
the Offer and Consent Solicitation, and based on the final count by
the Tender Agent (as defined below) for the Offer and Consent
Solicitation, the Company accepted for purchase, at a purchase
price of $62.00 per Security, plus accrued and unpaid dividends, a
total of 409,772 Securities properly tendered and not properly
withdrawn before the expiration date. The Securities accepted for
repurchase represent approximately 22.17% of the outstanding
Securities as of December 12, 2024. In connection with the Consent
Solicitation, as of the expiration date, holders of less than
two-thirds of the outstanding shares of Class N Preferred Stock
(which corresponds to holders of less than two-thirds of the
outstanding Securities) have consented to the proposed amendment to
the charter of the Company. As a result, the required consents have
not been obtained, and the proposed amendment to the charter of the
Company will not be effectuated. The Tender Agent will issue
payment for the Securities properly tendered and accepted for
purchase in the Offer and Consent Solicitation on December 16,
2024.
J.P. Morgan Securities LLC acted as dealer
manager (in such capacity, the “Dealer Manager”) and consent
solicitation agent (in such capacity, the “Solicitation Agent”) for
the Offer and Consent Solicitation. D.F. King & Co., Inc.,
acted as information agent (in such capacity, the “Information
Agent”) and Equiniti Trust Company, LLC acted as tender agent (in
such capacity, the “Tender Agent”) for the Offer and Consent
Solicitation. Please direct questions, including questions
concerning settlement procedures and requests for additional copies
of the offer materials, including the letter of transmittal and
consent, to either the Dealer Manager and Solicitation Agent at
(212) 622-4253, the Information Agent at kimco@dfking.com or the
Tender Agent at 1-866-577-8695.
About Kimco
Realty®
Kimco Realty® (NYSE: KIM) is a real estate
investment trust (REIT) and leading owner and operator of
high-quality, open-air, grocery-anchored shopping centers and
mixed-use properties in the United States. The company’s portfolio
is strategically concentrated in the first-ring suburbs of the top
major metropolitan markets, including high-barrier-to-entry coastal
markets and rapidly expanding Sun Belt cities. Its tenant mix is
focused on essential, necessity-based goods and services that drive
multiple shopping trips per week. 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. With a proven commitment to corporate responsibility, Kimco
Realty is a recognized industry leader in this area. As of
September 30, 2024, the company owned interests in 567 U.S.
shopping centers and mixed-use assets comprising 100.5 million
square feet of gross leasable space. 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 press release contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). 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 disruptions, (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 with RPT Realty (the “RPT Merger”), (xii)
the risk of litigation, including shareholder litigation, in
connection with the RPT Merger, including any resulting expense,
(xiii) 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, (xiv)
the possibility that, if the Company does not achieve the perceived
benefits of the RPT Merger as rapidly or to the extent anticipated
by financial analysts or investors, the market price of the
Company’s common stock could decline, (xv) valuation and risks
related to the Company’s joint venture and preferred equity
investments and other investments, (xvi) collectability of mortgage
and other financing receivables, (xvii) impairment charges, (xviii)
criminal cybersecurity attacks, disruption, data loss or other
security incidents and breaches, (xix) risks related to artificial
intelligence, (xx) impact of natural disasters and weather and
climate-related events, (xxi) pandemics or other health crises,
(xxii) our ability to attract, retain and motivate key personnel,
(xxiii) financing risks, such as the inability to obtain equity,
debt or other sources of financing or refinancing on favorable
terms to the Company, (xxiv) the level and volatility of interest
rates and management’s ability to estimate the impact thereof,
(xxv) changes in the dividend policy for the Company’s common and
preferred stock and the Company’s ability to pay dividends at
current levels, (xxvi) unanticipated changes in the Company’s
intention or ability to prepay certain debt prior to maturity
and/or hold certain securities until maturity, (xxvii) 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 (xxviii)
other risks and uncertainties identified under Item 1A, “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2023. 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 SEC.
CONTACT:David F. BujnickiSenior Vice President,
Investor Relations and StrategyKimco Realty Corporation(833)
800-4343dbujnicki@kimcorealty.com
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