Kimco Realty Corp. (NYSE: KIM) (the “Company” or “Kimco”) today announced the establishment of an “at the market” continuous offering program, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500,000,000 through BofA Securities, Inc., Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BTIG, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC, and Wells Fargo Securities, LLC, as sales agents (in such capacity, “Sales Agents”) or forward sellers acting as sales agents for the respective Forward Purchasers (as defined below) (in such capacity, “Forward Sellers”). Sales of the shares of common stock may be made from time to time, as needed, in negotiated transactions, transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange, or sales made to or through a market maker and sales made through other securities exchanges or electronic communications networks.
In addition to the issuance and sale of shares of its common stock through the Sales Agents, the Company may enter into forward sale agreements (each, a “Forward Sale Agreement” and, collectively, the “Forward Sale Agreements”) with Bank of America, N.A., Barclays Bank PLC, Bank of Montreal, BNP Paribas, The Bank of New York Mellon, Citibank N.A., Credit Suisse Capital LLC, Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank, UBS AG London Branch, and Wells Fargo Bank, National Association or their respective affiliates, each in their capacity as forward purchasers (the "Forward Purchasers"). In connection with each such Forward Sale Agreement, the applicable Forward Purchaser or its affiliate will, at the Company’s request, attempt to borrow from third parties and, through the relevant Forward Seller, sell a number of shares of common stock equal to the number of shares underlying such forward purchase agreement to hedge such Forward Sale Agreement. The Company will not initially receive any proceeds from any sale of shares of common stock borrowed by a Forward Purchaser or its affiliate and sold through the relevant Forward Seller. The Company currently expects to fully physically settle each Forward Sale Agreement, if any, with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of such Forward Sale Agreement, in which case the Company would expect to receive aggregate net cash proceeds at settlement equal to the number of shares of the Company’s common stock specified in such Forward Sale Agreement multiplied by the relevant forward price per share, as adjusted pursuant to the terms of such Forward Sale Agreement.
The Company intends to use any net proceeds from the program for general corporate purposes, including, without limitation, the funding of future acquisitions, the funding of development and redevelopment costs, the redemption, from time to time, of depositary shares representing one or more class or series of the Company’s preferred stock and the reduction, from time to time, of the Company’s outstanding indebtedness, including borrowings under the Company’s revolving credit facility.
The Company has filed a registration statement (including a prospectus and a related prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering of shares of common stock described in this press release. Prior to investing, prospective investors should read the prospectus in that registration statement, the related prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. These documents may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company or the agents will arrange, upon request, to send the prospectus. Please direct requests to: BofA Securities, Inc. One Bryant Park, New York, New York 10036; Barclays Capital Inc., 745 Seventh Avenue, New York, NY 10019; BMO Capital Markets Corp., 3 Times Square 25th Floor, New York, New York 10036; BNP Paribas Securities Corp., 787 Seventh Ave, New York, New York 10019; BNY Mellon Capital Markets, LLC, 240 Greenwich Street 3W, New York, New York 10286; BTIG, LLC, 600 Montgomery Street, 6th Floor, San Francisco, CA 94111; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013; Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, E-mail: email@example.com, Phone: 1-800-221-1037; Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Email: prospectus.CPDG@db.com, Phone: (800) 503-4611; Jefferies LLC, 520 Madison Avenue, New York, New York 10022; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179; Mizuho Securities USA LLC, 1271 Avenue of the Americas, New York, NY 10020; Morgan Stanley & Co. LLC , 1585 Broadway, New York, New York 10036; RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor , New York, New York 10281; Regions Securities LLC, 615 South College Street, Suite 600, Charlotte, North Carolina 28202, Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, New York 10281; TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017; Truist Securities, Inc., 3333 Peachtree Road NE, 11th Floor, Atlanta, Georgia 30326; UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019; Wells Fargo Securities, LLC, 500 West 33rd Street, 14th Floor New York, New York 10001, Attention: Equity Syndicate Department, (Facsimile: (212) 214-5918).
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 shares of the Company’s common stock 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.
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.
Safe Harbor Statement
The statements in this news release reflect 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 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) the Company's failure to realize the expected benefits of the acquisition of Weingarten Realty Investors (“Weingarten”) (the “Merger”), (x) significant transaction costs and/or unknown or inestimable liabilities related to the Merger, (xi) the risk of shareholder litigation in connection with the Merger, including any resulting expense, (xii) the risk that Weingarten’s business will not be integrated successfully or that such integration may be more difficult, time-consuming, costly than expected, (xiii) 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 Merger, (xiv) the possibility that, if the Company 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 the Company’s common stock could decline, (xv) valuation and risks related to the Company’s joint venture and preferred equity investments, (xvi) valuation of marketable securities and other investments, including the shares of Albertsons Companies, Inc. common stock held by the Company, (xvii) increases in operating costs, (xviii) changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, (xix) the reduction in the Company’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, (xx) impairment charges, (xxi) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity and (xxii) the other risks and uncertainties identified under Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2020, as supplemented by the risks and uncertainties identified under Item 1A, “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, and our subsequently filed reports with the SEC. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.
Senior Vice President, Investor Relations and Strategy
Kimco Realty Corporation