Kimco Realty Reports Material Agreements, Equity Sales on Jan 2

TL;DR

**Kimco Realty just made big moves on equity and agreements, watch for ownership shifts.**

AI Summary

Kimco Realty Corporation and Kimco Realty OP, LLC filed an 8-K on January 2, 2024, to report the entry into a material definitive agreement, unregistered sales of equity securities, and material modifications to security holder rights. This filing indicates potential changes in the company's capital structure and ownership, which could impact existing shareholders by diluting their ownership or altering the terms of their investments. Investors should pay attention to the specifics of these agreements as they could affect the value and future performance of their Kimco stock.

Why It Matters

This filing signals significant changes in Kimco Realty's financial structure and potentially its ownership, which could affect the value and rights of current shareholders.

Risk Assessment

Risk Level: medium — Changes to equity securities and security holder rights can introduce uncertainty regarding future share value and investor control.

Analyst Insight

A smart investor would closely review the full details of the 'Material Definitive Agreement' and 'Unregistered Sales of Equity Securities' once available to understand the potential dilution or changes in ownership structure and their impact on existing shares.

Key Players & Entities

• KIMCO REALTY CORPORATION (company) — registrant
• KIMCO REALTY OP, LLC (company) — registrant
• January 2, 2024 (date) — date of earliest event reported

Forward-Looking Statements

• Kimco Realty's capital structure will see changes due to the reported material definitive agreement and unregistered equity sales. (KIMCO REALTY CORPORATION) — high confidence, target: 2024-12-31
• The rights of some security holders may be altered following the material modifications reported. (KIMCO REALTY CORPORATION) — medium confidence, target: 2024-06-30

FAQ

Key Financial Figures

• $1.00 — Cumulative Redeemable, Preferred Stock, $1.00 par value per share. KIMprL New Yor
• $0.01 — share of beneficial interest, par value $0.01 per share, of RPT (other than certain s
• $50 million — Agreement, Kimco OP is the borrower of $50 million in tranche A-1 term loans maturing in N
• $100 million — 1 term loans maturing in November 2026, $100 million of tranche A-2 term loans maturing in F
• $110 million — term loans maturing in August 2027 and $110 million of tranche A-4 term loans maturing in F
• $2.0 billion — ntially the same as those in Kimco OP's $2.0 billion revolving credit facility. The foregoi
• $200,000,000 — rrowed an aggregate principal amount of $200,000,000 on January 2, 2024. Kimco has guarantee

Filing Documents

• ny20017682x2_8k.htm (8-K) — 66KB
• ny20017682x2_ex3-1.htm (EX-3.1) — 852KB
• ny20017682x2_ex10-1.htm (EX-10.1) — 896KB
• ny20017682x2_ex10-2.htm (EX-10.2) — 39KB
• ny20017682x2_ex10-3.htm (EX-10.3) — 695KB
• ny20017682x2_ex10-4.htm (EX-10.4) — 39KB
• ny20017682x1_ex99-1.htm (EX-99.1) — 18KB
• logo_kimco.jpg (GRAPHIC) — 30KB
• ny20017682x2_ex10-1img01.jpg (GRAPHIC) — 5KB
• 0001140361-24-000247.txt ( ) — 3329KB
• kim-20240102.xsd (EX-101.SCH) — 5KB
• kim-20240102_def.xml (EX-101.DEF) — 22KB
• kim-20240102_lab.xml (EX-101.LAB) — 34KB
• kim-20240102_pre.xml (EX-101.PRE) — 24KB
• ny20017682x2_8k_htm.xml (XML) — 12KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Amended and Restated Limited Liability Company Agreement On January 2, 2024, Kimco, as managing member of Kimco OP, entered into an amended and restated limited liability company agreement of Kimco OP (the "Amended and Restated Limited Liability Company Agreement"), providing for, among other things, the creation of Class N Preferred Units of Kimco OP, having the preferences, rights and limitations set forth therein (the "Kimco OP Class N Preferred Units"), and certain modifications to the provisions regarding LTIP Units (as defined in the Amended and Restated Limited Liability Company Agreement), including provisions governing distribution and tax allocation requirements and the procedures for converting LTIP Units. The foregoing description of the Amended and Restated Limited Liability Company Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated Limited Liability Company Agreement, which is attached hereto as Exhibit 3.1 and incorporated herein by reference. Syndicated Term Loan On January 2, 2024, Kimco OP and the lenders under RPT OP's then-existing unsecured credit agreement agreed to terminate the revolving commitments under RPT OP's existing unsecured credit agreement and that Kimco OP would assume RPT OP's obligations under its then-existing unsecured term loans and amend and restate the terms of those unsecured term loans in the form of the Seventh Amended and Restated Credit Agreement (the "Syndicated Term Loan Agreement"), dated January 2, 2024, by and between Kimco OP, JPMorgan Chase Bank, N.A. and the other parties thereto. Under the Syndicated Term Loan Agreement, Kimco OP is the borrower of $50 million in tranche A-1 term loans maturing in November 2026, $100 million of tranche A-2 term loans maturing in February 2027, $50 million of tranche A-3 term loans maturing in August 2027 and $110 million of tranche A-4 term loans matu

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in the Introductory Note under the subheading "Unit Issuances" is incorporated herein by reference to this Item 3.02. Such issuances were made in private placements in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder.

03. Material Modification to the Rights of Security Holders

Item 3.03. Material Modification to the Rights of Security Holders. The information set forth in (i) Item 5.03 and (ii) the Articles Supplementary (as defined below) and the Deposit Agreement (as defined below), which were filed as Exhibits 3.2 and 4.2, respectively, to Kimco's registration statement on Form 8-A filed on December 29, 2023, are incorporated herein by reference to this Item 3.03.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the consummation of the Mergers and in accordance with the Merger Agreement, Kimco filed Articles Supplementary (the "Articles Supplementary") with the State Department of Assessments and Taxation of the State of Maryland, which Articles Supplementary became effective on January 2, 2024, designating the preferences, rights and limitations of the 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share, of Kimco (the "Kimco Class N Preferred Stock"). The Kimco Class N Preferred Stock and related depositary shares have been previously described in the section of Kimco's Registration Statement on Form S-4 (File No. 333-274926), filed on October 10, 2023, as amended on October 27, 2023 and November 7, 2023 and declared effective on November 9, 2023, entitled "Description of New Kimco Preferred Stock," which description is incorporated herein by reference. A copy of the Articles Supplementary and the deposit agreement in respect of the related depositary shares (the "Deposit Agreement"), filed as Exhibits 3.2 and 4.2, respectively, to Kimco's registration statement on Form 8-A filed on December 29, 2023, are incorporated herein by reference to this Item 5.03. The information set forth in Item 1.01 is incorporated herein by reference to this Item 5.03.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 2, 2024, Kimco issued a press release announcing the completion of the Mergers. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of August 28, 2023, by and among Kimco Realty Corporation, Kimco Realty OP, LLC, Tarpon Acquisition Sub, LLC, Tarpon OP Acquisition Sub, LLC, RPT Realty, and RPT Realty, L.P.(incorporated by reference to Exhibit 2.1 to Kimco Realty Corporation's and Kimco Realty OP, LLC's Form 8-K filed on August 28, 2023) * 3.1 Amended and Restated Limited Liability Company Agreement of Kimco Realty OP, LLC, dated as of January 2, 2024 3.2 Articles Supplementary of Kimco Realty Corporation with respect to Kimco Class N Preferred Stock (incorporated by reference to Exhibit 3.2 to Kimco Realty Corporation's Registration Statement on Form 8-A filed on December 29, 2023) 4.1 Form of Deposit Agreement, dated as of January 2, 2024, between Kimco Realty Corporation and Equiniti Trust Company, LLC, and the holders from time to time of the Depositary Receipts described therein, dated as of January 2, 2024 (incorporated by reference to Exhibit 4.2 to Kimco Realty Corporation's Registration Statement on Form 8-A, filed on December 29, 2023) 10.1 Seventh Amended and Restated Credit Agreement, dated as of January 2, 2024 among Kimco Realty OP, LLC (as successor by assumption to RPT Realty, L.P.), the several banks, financial institutions and other entities from time to time parties thereto, BMO Bank, N.A., as syndication agent, Truist Bank and Regions Bank, as documentation agents, J.P. Morgan Securities LLC, as sustainability structuring agent, and JPMorgan Chase Bank, N.A., as administrative agent 10.2 Parent Guarantee, dated as of January 2, 2024, made by Kimco Realty Corporation in favor of JPMorgan Chase Bank, N.A., as administrative agent 10.3 Term Loan Agreement, dated as of January 2, 2024 among Kimco Realt

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KIMCO REALTY CORPORATION Date: January 2, 2024 By: /s/ Glenn G. Cohen Name: Glenn G. Cohen Title: Chief Financial Officer KIMCO REALTY OP, LLC By: KIMCO REALTY CORPORATION, its Managing Member Date: January 2, 2024 By: /s/ Glenn G. Cohen Name: Glenn G. Cohen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR