Kimco Realty Corporation (NYSE: KIM) (the “Company”) today
announced that it has waived the condition for the receipt of the
Requisite Preferred Shareholder Consents (as defined below),
relating to 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”). Previously, acceptance for payment of
any Securities in the Offer was conditioned upon the valid tender
(without proper withdrawal) of a minimum of at least two-thirds of
the outstanding Securities (which represent two-thirds of the
outstanding shares of Class N Preferred Stock) (the “Requisite
Preferred Shareholder Consents”). The Offer and Consent
Solicitation was scheduled to expire on December 4, 2024, at 5:00
p.m., New York City time, and will now expire on December 12, 2024,
at 5:00 p.m., New York City time (unless further extended or
earlier terminated). You may withdraw any Securities you have
tendered at any time before the new expiration date. As set forth
in the Company’s Offer to Purchase and Consent Solicitation, dated
November 4, 2024, the Company will delay the acceptance for
purchase of any and all of your validly tendered and not properly
withdrawn Securities until the new expiration date.
As a result of the Company’s waiver of the
condition for the receipt of the Requisite Preferred Shareholder
Consents, the Offer and Consent Solicitation are not conditioned
upon the tender of a minimum of at least two-thirds of the
outstanding Securities (which represent two-thirds of the
outstanding shares of Class N Preferred Stock). All other terms and
conditions of the Offer and Consent Solicitation remain unchanged,
except the waiver of the condition for the receipt of the Requisite
Preferred Shareholders Consents and the extension of the expiration
date.
Based on information provided by the Tender
Agent (as defined below) for the Offer and Consent Solicitation, to
date, 521,991 Securities have been tendered for purchase in the
Offer and Consent Solicitation. Security holders who have validly
tendered and not withdrawn their Securities do not need to
re-tender their Securities or take any other action in response to
the amendment and extension of the Offer and Consent
Solicitation.
J.P. Morgan Securities LLC is acting 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., is
acting as information agent (the “Information Agent”) and Equiniti
Trust Company, LLC is acting as tender agent (in such capacity, the
“Tender Agent”) for the Offer and Consent Solicitation. Please
direct questions, including questions concerning tender 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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