KIMCO REALTY CORP (Form: 8-K, Received: 08/04/2021 09:15:29)

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): August 3, 2021

Kimco Realty Corporation

(Exact name of registrant as specified in charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-10899		13-2744380
(Commission File Number)		(IRS Employer Identification No.)

(Address of principal executive offices)

500 N. Broadway
Suite 201
Jericho, New York 11753

Registrant’s telephone number, including area code: (516) 869-9000

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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 2.01

Completion of an Acquisition or Disposition of Assets.

On August 3, 2021, Kimco Realty Corporation, a Maryland corporation (the “Company”), completed its previously announced acquisition of Weingarten Realty Investors, a Texas real estate investment trust (“WRI”), pursuant to the Agreement and Plan of Merger, dated as of April 15, 2021 (the “Merger Agreement”), by and between the Company and WRI. Upon the terms and subject to the conditions of the Merger Agreement, on August 3, 2021, at the effective time of the Merger (the “Effective Time”), WRI merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each common share of beneficial interest, par value $0.03 per share, of WRI issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive (i) $2.20 in cash (the “Cash Consideration”) and (ii) 1.408 shares of common stock, par value $0.01 per share, of the Company (together with cash in lieu of fractional shares, the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”). No fractional shares of Company common stock were issued in the Merger, and WRI’s shareholders became entitled to receive cash in lieu of fractional shares. As a result of the Merger, former WRI common shareholders will receive approximately 180 million shares of Company common stock for their WRI common shares.

In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, each award of restricted WRI common shares outstanding immediately prior to the Effective Time became fully vested, with any applicable performance goals deemed satisfied at the target level, and was cancelled and converted into the right to receive the Merger Consideration with respect to each WRI common share subject to such WRI restricted share award.

The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On August 3, 2021, the Company held a virtual special meeting of common stockholders (the “Special Meeting”). At the Special Meeting, Company common stockholders voted on a proposal to approve the Merger (the “Merger Proposal”). The proposals listed below are described in more detail in the joint proxy statement/prospectus filed by the Company with the SEC on June 25, 2021. Of the 433,515,776 shares of Company common stock issued and outstanding at the close of business as of June 21, 2021, the record date for the Special Meeting, stockholders holding a majority of the shares of Company common stock entitled to vote were present or represented by proxy at the Special Meeting, constituting a quorum for all matters to be presented at the Special Meeting.

Proposal 1 – Merger Proposal

The Merger Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Votes
369,650,384	229,319	757,713	N/A

Proposal 2 – Adjournment Proposal

In connection with the Special Meeting, the Board of Directors of the Company also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of such adjournment to approve the Merger Proposal. The adjournment proposal was not submitted to Kimco common stockholders for approval at the Special Meeting because Kimco common stockholders approved the Merger Proposal, as noted above.

Item 7.01

Regulation FD Disclosure.

On August 4, 2021, the Company issued a press release announcing the completion of the Merger, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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.

(a) Financial Statements of Business Acquired.

The audited consolidated balance sheets of WRI and its subsidiaries as of December 31, 2020 and 2019 and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020 are hereby incorporated by reference to Exhibit 99.2 hereto.

The unaudited consolidated balance sheet of WRI and its subsidiaries as of June 30, 2021 and the related consolidated statements of operations, comprehensive income, equity and cash flows for the three-month periods and six-month periods ended June 30, 2021 and 2020 are hereby incorporated by reference to Exhibit 99.3 hereto.

(b) Pro Forma Financial Information.

The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.	Description

2.1	Agreement and Plan of Merger, dated as of April 15, 2021, by and between Kimco Realty Corporation and Weingarten Realty Investors (incorporated by reference to Exhibit 2.1 to Kimco Realty Corporation’s Current Report on Form 8-K filed on April 15, 2021).*

23.1	Consent of Deloitte & Touche LLP.

99.1	Press Release, dated August 4, 2021.

99.2	Audited consolidated balance sheets of Weingarten Realty Investors and its subsidiaries as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, equity and cash flows, for each of the three years in the period ended December 31, 2020 (incorporated by reference to Weingarten Realty Investors’ Annual Report on Form 10-K filed on February 26, 2021).

99.3	Unaudited consolidated balance sheet of Weingarten Realty Investors and its subsidiaries as of June 30, 2021, and the related consolidated statements of operations, comprehensive income, equity and cash flows for the three-month periods and the six-month periods ended June 30, 2021 and 2020 (incorporated by reference to Weingarten Realty Investors’ Quarterly Report on Form 10-Q filed on August 2, 2021).

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

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.

Date: August 4, 2021	KIMCO REALTY CORPORATION

	/s/ Glenn G. Cohen
	Glenn G. Cohen
	Chief Financial Officer

Exhibit 99.1

Listed on the New York Stock Exchange (KIM)

NEWS RELEASE

Kimco Realty and Weingarten Realty Investors Announce Closing of Merger

- Solidifies Position as the Preeminent National Open-Air, Grocery-Anchored REIT –

JERICHO, N.Y., August 4 2021—Kimco Realty Corp. (NYSE: KIM), one of North America’s largest publicly traded owners and operators of open-air, grocery-anchored shopping centers and mixed-use assets, and Weingarten Realty Investors (NYSE: WRI), a grocery-anchored Sun Belt shopping center owner, manager and developer, today announced the completion of their previously announced merger, whereby Weingarten Realty Investors merged with and into Kimco Realty Corp., with Kimco continuing as the surviving public company. The transaction brings together two industry-leading retail real estate platforms with highly complementary portfolios, creating the preeminent open-air, grocery-anchored shopping center and mixed-use real estate owner in the country. The increased scale in targeted growth markets, coupled with a broader pipeline of redevelopment opportunities, positions the company to create significant value for its stockholders.

“We are pleased to announce the successful completion of our merger with Weingarten,” stated Conor Flynn, Chief Executive Officer of Kimco. “This strategic combination, designed to drive long-term growth and value creation, results in an expanded and more diversified portfolio with embedded growth opportunities while further strengthening our financial profile. We look forward to the rapid integration of our platforms across our key Sun Belt markets, the realization of significant economies of scale, and the extraordinary potential of untapped redevelopment opportunities.”

As a result of this transaction, Kimco anticipates it will incur merger-related costs in the range of $50 million to $60 million, or an impact of approximately $(0.09) to $(0.11) per diluted share on Net Income and Funds From Operations (FFO) available to common shareholders during the third quarter. The company will provide an update to its full year 2021 outlook to incorporate the impact of the merger, including the merger-related costs, on Net Income and FFO when it reports third quarter earnings.

The completion of the transaction follows the satisfaction of all conditions to the closing of the merger, including receipt of approvals of the merger by Kimco stockholders and Weingarten shareholders. Pursuant to the terms of the definitive merger agreement entered into by and between Kimco and Weingarten on April 15, 2021, Weingarten shareholders are entitled to receive 1.408 newly issued shares of Kimco common stock plus $2.20 in cash, after adjustment for the Weingarten special dividend of $0.69 per Weingarten common share paid on August 2, for each Weingarten common share that they owned immediately prior to the effective time of the merger. The common stock of the combined company will trade under the symbol “KIM” on the NYSE, and Weingarten’s common shares will be suspended from trading on the NYSE effective as of the opening of trading on August 4, 2021.

Barclays and Lazard acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal advisor to Kimco in connection with the merger. J.P. Morgan acted as exclusive financial advisor and Dentons acted as legal advisor to Weingarten.

Listed on the New York Stock Exchange (KIM)

NEWS RELEASE

About Kimco

Kimco Realty Corp. (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 and 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 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, 2021, the company owned interests in 398 U.S. shopping centers and mixed-use assets comprising 70 million square feet of gross leasable space. For further information, please visit www.kimcorealty.com

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), YouTube (www.youtube.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.

Listed on the New York Stock Exchange (KIM)

NEWS RELEASE

Safe Harbor Statement

This communication contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Kimco Realty Corporation (“KIM”) intends 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. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may,” “projects,” “could,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties, which include, without limitation, risks and uncertainties associated with: failure to realize the expected benefits of the merger; significant transaction costs and/or unknown or inestimable liabilities related to the merger; the risk of shareholder litigation in connection with the merger; the risk that WRI’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; 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; the possibility that, if KIM does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of KIM’s common stock could decline; general adverse economic and local real estate conditions; the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to KIM; KIM’s ability to raise capital by selling its assets; changes in governmental laws and regulations and management’s ability to estimate the impact of such changes; the level and volatility of interest rates and management’s ability to estimate the impact thereof; pandemics or other health crises, such as coronavirus disease 2019 (COVID-19); the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations; valuation and risks related to KIM’s joint venture and preferred equity investments; valuation of marketable securities and other investments, including the shares of Albertsons Companies Inc. common stock held by KIM; increases in operating costs; changes in the dividend policy for KIM’s common and preferred stock and KIM’s ability to pay dividends; the reduction in KIM’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; impairment charges; unanticipated changes in KIM’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity; and other risks and uncertainties, including those described from time to time under the caption “Risk Factors” and elsewhere in KIM’s Securities and Exchange Commission (“SEC”) filings and reports, including KIM’s Annual Report on Form 10-K for the year ended December 31, 2020, and subsequent Quarterly Reports on Form 10-Q. Moreover, other risks and uncertainties of which KIM is not currently aware may also affect KIM’s forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this press release are made only as of the date hereof or as of the dates indicated in the forward-looking statements. KIM does not undertake any 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.

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CONTACT:

David F. Bujnicki

Senior Vice President, Investor Relations and Strategy

Kimco Realty Corporation1-866-831-4297

dbujnicki@kimcorealty.com