Tender Offer - KIMCO REALTY CORP
Form Type: 8-K
Filing Date: 2024-12-13
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036124049318
Filing Summary: On December 13, 2024, Kimco Realty Corporation announced the results of its tender offer to purchase any and all of its outstanding depositary shares representing 1/1,000 of a share of its 7.25% Class N Cumulative Convertible Perpetual Preferred Stock at a price of $62.00 per security, plus accrued dividends. A total of 409,772 securities were accepted for purchase, representing approximately 22.17% of outstanding shares as of December 12, 2024. The consent solicitation to amend the company charter to allow redemption of the Class N Preferred Stock did not receive the needed consents as less than two-thirds of the outstanding shares voted 'For'. Therefore, the proposed amendment will not be effectuated.
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Additional details:
Tender Offer Price: 62.00 USD
Securities Accepted: 409772
Percentage Tendered: 22.17%
Consent For: 409772
Consent Against: 52466
Consent Abstain: 1508
Form Type: DEFA14A
Filing Date: 2024-12-13
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036124049321
Filing Summary: Kimco Realty Corporation filed a definitive additional material on December 13, 2024, to amend and supplement the statements from the Tender Offer Statement filed on November 4, 2024. This update pertains to the offer to purchase all outstanding depositary shares representing a 1/1,000 interest in its 7.25% Class N Cumulative Convertible Perpetual Preferred Stock at a price of $62.00 per share, plus accrued dividends. The offer expired on December 12, 2024, at 5:00 PM New York City time, and a press release detailing the final results of the offer was issued on December 13, 2024. This document reaffirms the information previously reported without any modification, aside from the newly added results of the offer and press release references.
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Additional details:
Tender Offer Price: 62.00 USD
Offer Expiration Date: 2024-12-12T17:00:00-05:00
Form Type: SC TO-I/A
Filing Date: 2024-12-13
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036124049320
Filing Summary: On December 13, 2024, Kimco Realty Corporation issued a press release announcing the final results of its tender offer for outstanding depositary shares, with a significant focus on the offer pertaining to its 7.25% Class N Cumulative Convertible Perpetual Preferred Stock. The tender offer, which was originally filed on November 4, 2024, allowed shareholders to sell their holdings for $62.00 per share along with any accrued and unpaid dividends. The offer was set to expire on December 12, 2024, at 5:00 PM New York City time. This amendment (the second in this sequence) updates the previous filing with results relevant to that expiration and includes additional, incorporated documents such as the latest press release and a current report on Form 8-K related to the tender offer results.
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Additional details:
Tender Offer Price: 62.00 USD
Expiration Time: 5:00 PM
Expiration Date: 2024-12-12
Preferred Stock Title: 7.25% Class N Cumulative Convertible Perpetual Preferred Stock
Form Type: CORRESP
Filing Date: 2024-09-09
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036124040601
Filing Summary: Kimco Realty Corporation filed Amendment No. 1 to Schedule TO-C on September 9, 2024, in response to comments from the SEC regarding its tender offer for Class N Preferred Stock. The amendment addresses SEC feedback from a comment letter dated August 30, 2024, clarifying the Offer Price, which includes a fixed amount plus accrued and unpaid dividends. The Company argues that the proposed structure is common in issuer tender offers for fixed income securities. The offer aims to optimize the Company's capital structure post-acquisition of RPT in January 2024. The situation around the timing of the dividend payment and the rights of tendering security holders is outlined, along with the expectation that tendered securities will have fair compensation. The Company has updated multiple sections to explain their rationale for the offer and the fairness considerations involved in the Offer and Consent Solicitation, emphasizing that it is based on market practices and analyses. If conditions for consenting security holders are waived, they will extend the Offer period accordingly.
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Additional details:
Offer Price Description: The consideration for each Security tendered and accepted includes a fixed price plus accrued and unpaid dividends.
Timing Rationale: The Offer and Consent Solicitation are intended to optimize the Company's capital structure following the acquisition of RPT.
Redemption Condition: Class N Preferred Stock redemption requires approval from Common Stock holders.
Board Fairness Consideration: The Board viewed the Offer and Consent Solicitation as part of a single transaction aimed at rationalizing capital structure.
Potential Risk To Tender Offer: There is no guarantee that the redemption price will represent a premium over market prices at the time of redemption.
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