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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): April 24, 2020 (April 20, 2020)
 
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)
 
(I.R.S. Employer
Identification No.)
 
 
 
500 N. Broadway
Suite 201
Jericho, New York 11753
(Address of Principal Executive Offices, and Zip Code)
 
(516) 869-9000
(Registrant’s Telephone Number, Including Area Code)
 
Not applicable
(Former Name or Former Address, if Changed Since Last Report) 
 
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 $0.01 per share.
KIM
New York Stock Exchange
Depositary Shares, each representing one-thousandth of a share of 5.125% Class L Cumulative Redeemable, $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, $1.00 par value per share.
KIMprM
New York Stock Exchange
 
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
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 April 20, 2020 and April 24, 2020, Kimco Realty Corporation (the “Company”) entered into separate amendments to the term loan credit agreement dated as of April 1, 2020 (the “Existing Credit Agreement” and as amended by the Amendments (as defined below), the “Amended Credit Agreement”), among the Company, Wells Fargo Bank, National Association, as administrative agent and certain other lenders party thereto. Pursuant to the first amendment dated April 20, 2020 (“Amendment No.1”) the Company borrowed incremental term loans in an aggregate principal amount of $195,000,000, and pursuant to the second amendment dated April 24, 2020 (“Amendment No.2” and together with Amendment No. 1, the “Amendments” and the incremental term loans incurred pursuant thereto, the “New Term Loans”) the Company borrowed incremental term loans in an aggregate principal amount of $20,000,000. The aggregate principal amount of term loans outstanding as of the date hereof pursuant to the Amended Credit Agreement is $590,000,000.
 
The New Term Loans were incurred pursuant to and in compliance with the provisions of Section 10.08 of the Credit Agreement and are subject to the same terms as the term loans previously incurred pursuant to the Existing Credit Agreement in all respects.  
 
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
 
Item 7.01    Regulation FD Disclosure.
 
On April 24, 2020, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report. 
 
The information in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d)      Exhibits.
 
The following is filed as an Exhibit to this Current Report on Form 8-K.
 
Exhibit No. Exhibit Description
   
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
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: April 24, 2020 By: /s/ Glenn G. Cohen  
   
Name: Glenn G. Cohen
Title: Executive Vice President, Chief Financial Officer and Treasurer
 
 
 
 
 
Exhibit Index
 
Exhibit No. Exhibit Description
   
99.1
Press Release, dated April 24, 2020, issued by Kimco Realty Corporation
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 

Exhibit 99.1

 

 

Listed on the New York Stock Exchange (KIM)

NEWS RELEASE

 

KIMCO REALTY ANNOUNCES UPSIZED TERM LOAN TO $590 MILLION

 

- Company Obtains Additional $215 Million Under Accordion Feature –

 

- Increases Cash Position to over $900 million –

 

 

JERICHO, N.Y., April 24, 2020 – 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, announced today that it has closed on an incremental $215 million under the accordion feature of its previously announced $375 million unsecured term loan facility, bringing total borrowings under the facility to $590 million. In addition, the company has the ability to increase this amount by an additional $535 million, to more than $1.1 billion under the accordion feature, subject to further syndication.

 

The term loan is scheduled to mature April 2021, extendable at Kimco’s option for one year until April 2022. Interest on the term loan borrowings under the Credit Agreement accrues at a spread (currently 1.400%) to LIBOR or, at the company’s option, a spread (currently 0.400%) to the base rate defined in the Credit Agreement, that in each case fluctuates in accordance with changes in Kimco’s senior debt ratings. With over $900 million of cash on the balance sheet and $1.3 billion available under its unsecured revolving credit facility, Kimco has over $2.2 billion of immediate liquidity.

 

“We are grateful for the confidence expressed from the fifteen institutions within our lending group that committed to this term loan facility,” said Glenn G. Cohen, Kimco’s Chief Financial Officer and Treasurer. “We thank our participating lenders for their continued support and commitment to our company.  With their assistance we have ample liquidity to navigate through these challenging times and to move quickly if opportunities present themselves”

 

About Kimco

 

Kimco Realty Corp. (NYSE:KIM) is a real estate investment trust (REIT) headquartered in Jericho, N.Y. that is one of North America’s largest publicly traded owners and operators of open-air, grocery-anchored shopping centers and mixed-use assets. As of December 31, 2019, the company owned interests in 409 U.S. shopping centers and mixed-use assets comprising 72.4 million square feet of gross leasable space primarily concentrated in the top major metropolitan markets. Publicly traded on the NYSE since 1991, and included in the S&P 500 Index, the company has specialized in shopping center acquisitions, development and management for more than 60 years. For further information, please visit www.kimcorealty.com, the company’s blog at blog.kimcorealty.com, or follow Kimco on Twitter at www.twitter.com/kimcorealty.

 

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 company’s blog (blog.kimcorealty.com) and 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

 

The statements in this news release state the company’s and management’s intentions, beliefs, expectations or projections of the future and are forward-looking statements. It is important to note that the company’s actual results could differ materially from those projected in such forward-looking statements. 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 inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the company, (iv) the company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations and management’s ability to estimate the impact of such changes, (vi) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (vii) pandemics or other health crises, such as coronavirus disease 2019 (COVID-19), (viii) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations, (ix) valuation and risks related to the company’s joint venture and preferred equity investments, (x) valuation of marketable securities and other investments, (xi) increases in operating costs, (xii) changes in the dividend policy for the company’s common and preferred stock and the company’s ability to pay dividends at current levels, (xiii) the reduction in the company’s income in the event of multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center, (xiv) impairment charges and (xv) unanticipated changes in the company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity. Additional information concerning factors that could cause actual results to differ materially from those forward- looking statements is contained from time to time in the company’s Securities and Exchange Commission (“SEC”) filings. Copies of each filing may be obtained from the company or the SEC.

 

The company refers you to the documents filed by the company from time to time with the SEC, specifically the section titled “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2019, as may be updated or supplemented in the company’s Quarterly Reports on Form 10-Q and the company’s other filings with the SEC, which discuss these and other factors that could adversely affect the company’s results. The company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.

 

###

 

CONTACT:
David F. Bujnicki
Senior Vice President, Investor Relations and Strategy

Kimco Realty Corporation
1-866-831-4297

dbujnicki@kimcorealty.com

 

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