false000087910100008791012021-09-132021-09-130000879101us-gaap:CommonStockMember2021-09-132021-09-130000879101kim:DepositarySharesEachRepresentingOneThousandthOfAShareOf5125ClassLCumulativeRedeemablePreferredStock100ParValuePerShareMember2021-09-132021-09-130000879101kim:DepositarySharesEachRepresentingOneThousandthOfAShareOf5250ClassMCumulativeRedeemablePreferredStock100ParValuePerShareMember2021-09-132021-09-13
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 13, 2021
KIMCO REALTY CORPORATION
(Exact Name of registrant as specified in its charter)
|
Maryland
|
|
1-10899
|
|
13-2744380
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
500 North Broadway
Suite 201
Jericho, NY 11753
(Address of principal executive offices) (Zip Code)
(516) 869-9000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on
which registered
|
|
Common Stock, par value $.01 per share.
|
KIM
|
New York Stock Exchange
|
|
Depositary Shares, each representing one-thousandth of a share of 5.125% Class L Cumulative Redeemable, Preferred Stock, $1.00 par value per share.
|
KIMprL
|
New York Stock Exchange
|
|
Depositary Shares, each representing one-thousandth of a share of 5.250% Class M Cumulative Redeemable, Preferred Stock, $1.00 par value per share.
|
KIMprM
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
On September 13, 2021, Kimco Realty Corporation (“Kimco”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc.,
PNC Capital Markets LLC, Wells Fargo Securities, LLC and Truist Securities, Inc., as representatives of the several underwriters (collectively, the “Underwriters”), pursuant to which Kimco agreed to sell $500 million in aggregate principal amount of
2.250% Notes due 2031 (the “Notes”). The Notes are being offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to Kimco’s shelf registration statement on Form S-3 (File No.
333-258872). Certain of the Underwriters and their affiliates may be customers of, engage in transactions with, and perform services for Kimco and its subsidiaries in the ordinary course of business.
Kimco intends to use the net proceeds from the offering for general corporate purposes, including, but not limited to, repayment of borrowings under its
unsecured revolving credit facility, and funding for suitable acquisition and redevelopment opportunities.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the full text of the
Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On September 13, 2021, Kimco issued a press release (the “Pricing Press Release”) announcing the pricing of its public offering of the Notes discussed in
Item 1.01 above.
A copy of the Pricing 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
Underwriting Agreement, dated September 13, 2021, by and among Kimco Realty Corporation and, BofA Securities, Inc., PNC Capital Markets LLC, Wells
Fargo Securities, LLC and Truist Securities, Inc., as representatives of the several underwriters.
|
|
|
Pricing Press Release, dated September 13, 2021.
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
KIMCO REALTY CORPORATION
|
|
|
|
|
Date: September 14, 2021
|
By:
|
/s/ Glenn G. Cohen
|
|
|
|
Name: Glenn G. Cohen
|
|
|
|
Title: Chief Financial Officer
|