Kimco Realty Corporation (NYSE: KIM) (the “Company”) today
announced that its subsidiary, Kimco Realty OP, LLC (“Kimco OP”
and, together with the Company, “Kimco”), has priced a public
offering of $500 million aggregate principal amount of 6.400% notes
due 2034 (the “notes”) with an effective yield of 6.456%, maturing
March 1, 2034. The notes will be fully and unconditionally
guaranteed by the Company. The offering is expected to settle on
October 12, 2023, subject to the satisfaction of customary closing
conditions.
Kimco intends to use the net proceeds from the offering for
general corporate purposes, including, but not limited to, funding
for suitable investments and redevelopment opportunities and the
repayment of outstanding indebtedness at or in advance of
maturity.
Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, RBC
Capital Markets, LLC, TD Securities (USA) LLC, BofA Securities,
Inc., Mizuho Securities USA LLC and Scotia Capital (USA) Inc.
served as joint book-running managers in connection with the
offering. BNY Mellon Capital Markets, LLC, Regions Securities LLC
and Truist Securities, Inc. served as senior co-managers in
connection with the offering. Barclays Capital Inc., BMO Capital
Markets Corp., BNP Paribas Securities Corp., Citigroup Global
Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC
and U.S. Bancorp Investments, Inc. served as co-managers in
connection with the offering.
The offering of the notes is being made pursuant to an effective
shelf registration statement, base prospectus and related
prospectus supplement. Copies of the base prospectus and prospectus
supplement, when available, may be obtained by contacting Wells
Fargo Securities, LLC collect at 1-800-645-3751, Morgan Stanley
& Co. LLC at 1-866-718-1649, RBC Capital Markets, LLC at
1-866-375-6829 and TD Securities (USA) LLC at 1-855-495-9846 .
Investors may also obtain these documents for free by visiting
EDGAR on the Securities and Exchange Commission’s (“SEC”) website
at www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
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, including 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 June 30, 2023, the Company owned interests in
528 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.
Safe Harbor Statement
This news release contains certain “forward-looking” statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. We intend 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 our 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. Forward-looking statements regarding us and
RPT Realty (“RPT”), include, but are not limited to, statements
related to the proposed acquisition by us of RPT (the “RPT
Mergers”) and the anticipated timing and benefits thereof and other
statements that are not historical facts. These forward-looking
statements are based on each of the companies’ current plans,
objectives, estimates, expectations and intentions and inherently
involve significant risks and uncertainties. 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 our and RPT’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, those discussed under the caption
“Risk Factors” and elsewhere in the Company’s and Kimco OP’s Annual
Report on Form 10-K for the year ended December 31, 2022, as well
as the following additional factors: (i) our and RPT’s ability to
complete the proposed RPT Mergers on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to securing the necessary RPT shareholder approval and
satisfaction of other closing conditions to consummate the proposed
RPT Mergers, (ii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive transaction agreement relating to the proposed RPT
Mergers, (iii) risks related to diverting the attention of our and
RPT’s management from ongoing business operations, (iv) failure to
realize the expected benefits of the proposed RPT Mergers, (v)
significant transaction costs and/or unknown or inestimable
liabilities, (vi) the risk of shareholder litigation in connection
with the proposed RPT Mergers, including resulting expense or
delay, (vii) the ability to successfully integrate the operations
of Kimco and RPT following the closing of the transaction and the
risk that such integration may be more difficult, time-consuming or
costly than expected, (viii) 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 following completion of the proposed RPT Mergers, (ix)
effects relating to the announcement of the proposed RPT Mergers or
any further announcements or the consummation of the proposed RPT
Mergers on the market price of the Company’s common stock or RPT’s
common shares or on each company’s respective relationships with
tenants, employees and third-parties, (x) the ability to attract,
retain and motivate key personnel, (xi) the possibility that, if we
do not achieve the perceived benefits of the proposed RPT Mergers
as rapidly or to the extent anticipated by financial analysts or
investors, the market price of the Company’s common stock could
decline, (xii) general adverse economic and local real estate
conditions, (xiii) the impact of competition, (xiv) the inability
of major tenants to continue paying their rent obligations due to
bankruptcy, insolvency or a general downturn in their business,
(xv) the reduction in income in the event of multiple lease
terminations by tenants or a failure of multiple tenants to occupy
their premises in a shopping center, (xvi) 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, (xvii) the
availability of suitable acquisition, disposition, development and
redevelopment opportunities, the costs associated with purchasing
and maintaining assets and risks related to acquisitions not
performing in accordance with our expectations, (xviii) the ability
to raise capital by selling assets, (xix) disruptions and increases
in operating costs due to inflation and supply chain issues, (xx)
risks associated with the development of mixed-use commercial
properties, including risks associated with the development, and
ownership of non-retail real estate, (xxi) 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, (xxii) valuation and risks related to joint venture
and preferred equity investments and other investments, (xxiii)
valuation of marketable securities and other investments, including
the shares of Albertsons Companies, Inc. common stock held by the
Company, (xxiv) impairment charges, (xxv) criminal cybersecurity
attacks disruption, data loss or other security incidents and
breaches, (xxvi) impact of natural disasters and weather and
climate-related events, (xxvii) pandemics or other health crises,
such as COVID-19, (xxviii) the ability to attract, retain and
motivate key personnel, (xxix) financing risks, such as the
inability to obtain equity, debt or other sources of financing or
refinancing on favorable terms or at all, (xxx) the level and
volatility of interest rates and management’s ability to estimate
the impact thereof, (xxxi) changes in the dividend policy for the
Company’s common and preferred stock and the Company’s ability to
pay dividends at current levels, (xxxii) unanticipated changes in
the intention or ability to prepay certain debt prior to maturity
and/or hold certain securities until maturity, (xxxiii) the ability
of each of the Company and RPT to continue to maintain its status
as a REIT for U.S. federal income tax purposes and potential risks
and uncertainties in connection with their respective structures
and (xxxiv) the other risks and uncertainties affecting us,
including those described from time to time under the caption “Risk
Factors” and elsewhere in the Company’s and Kimco OP’s SEC filings
and reports, including the Company’s and Kimco OP’s Annual Report
on Form 10-K for the year ended December 31, 2022 and future
filings by the Company and Kimco OP. Moreover, other risks and
uncertainties of which we are not currently aware may also affect
our forward-looking statements and may cause actual results and the
timing of events to differ materially from those anticipated. The
forward-looking statements made herein are made only as of the date
hereof or as of the dates indicated in the forward-looking
statements, even if they are subsequently made available by us on
our website or otherwise. We disclaim any intention or obligation
to update or supplement any forward-looking statements to reflect
actual results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of
which the forward-looking statements were made. Accordingly, there
is no assurance that our expectations will be realized. You are
advised to refer to any further disclosures we make in other
filings with the SEC.
We caution readers that any such statements are based on
currently available operational, financial and competitive
information, and they should not place undue reliance on these
forward-looking statements, which reflect management’s opinion only
as of the date on which they were made. Except as required by law,
we disclaim any intention or obligation to review or update these
forward-looking statements to reflect events or circumstances as
they occur.
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version on businesswire.com: https://www.businesswire.com/news/home/20231002326360/en/
David F. Bujnicki Senior Vice President, Investor Relations and
Strategy Kimco Realty Corporation (833) 800-4343
dbujnicki@kimcorealty.com
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