Kite Realty Group Trust (NYSE: KRG), a premier owner and operator
of open-air, grocery-anchored shopping centers, and Retail
Properties of America, Inc. (NYSE: RPAI), a first-class owner and
operator of high-quality, open-air and mixed-use shopping centers,
announced today that KRG shareholders and RPAI stockholders
approved all of the proposals necessary for the closing of the
previously announced merger of RPAI into a subsidiary of KRG, with
KRG continuing as the surviving public company.
At the special meeting of KRG shareholders,
approximately 99.7% of the votes were cast for the approval of the
issuance of common shares to RPAI stockholders in the merger, which
represented approximately 88.0% of the outstanding shares of KRG
common stock.
At the special meeting of RPAI stockholders,
approximately 98.1% of the votes were cast for the approval of the
merger agreement and the merger, which represented approximately
79.7% of the outstanding shares of RPAI common stock.
The final voting results will be reported on a
Form 8-K filed with the Securities and Exchange Commission by each
of KRG and RPAI with respect to their applicable special
meetings.
The merger is expected to close on October 22,
2021, subject to the satisfaction or waiver of customary closing
conditions. Upon completion of the merger, pursuant to the terms of
the definitive merger agreement entered into by and between KRG and
RPAI on July 18, 2021, RPAI stockholders will be entitled to
receive 0.623 newly issued KRG common shares for each share of RPAI
common stock that they owned immediately prior to the effective
time of the merger. Upon completion of the merger, the common
shares of the combined company will trade under the ticker symbol
“KRG” on the NYSE, and RPAI’s common stock will be delisted from
the NYSE.
About Kite Realty Group
Trust
Kite Realty Group Trust is a full-service,
vertically integrated real estate investment trust (REIT) that
provides communities with convenient and beneficial shopping
experiences. KRG connects consumers to retailers in desirable
markets through our portfolio of neighborhood, community, and
lifestyle centers. Using operational, development, and
redevelopment expertise, KRG continuously optimizes its portfolio
to maximize value and return to its shareholders. For more
information, please visit kiterealty.com.
Connect with
KRG: LinkedIn | Twitter | Instagram | Facebook
About Retail Properties of America,
Inc.
Retail Properties of America, Inc. is a REIT
that owns and operates high quality, strategically located open-air
shopping centers, including properties with a mixed-use component.
As of June 30, 2021, RPAI owned 100 retail operating properties in
the United States representing 19.7 million square feet. RPAI is
publicly traded on the New York Stock Exchange under the ticker
symbol RPAI. Additional information about RPAI is available
at www.rpai.com.
Safe Harbor
This release, together with other statements and
information publicly disseminated by KRG or RPAI, 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. Such statements
are based on assumptions and expectations that may not be realized
and are inherently subject to risks, uncertainties and other
factors, many of which cannot be predicted with accuracy and some
of which might not be anticipated. Future events and actual
results, performance, transactions or achievements, financial or
otherwise, may differ materially from the results, performance,
transactions or achievements, financial or otherwise, expressed or
implied by the forward-looking statements.
One of the most significant factors that could
cause actual outcomes to differ materially from these
forward-looking statements is the potential adverse effect of the
COVID-19 pandemic, including possible resurgences and mutations, on
the financial condition, results of operations, cash flows and
performance of KRG or RPAI and their respective tenants, the real
estate market and the global economy and financial markets. The
effects of COVID-19 have caused, and may continue to cause, many of
KRG and RPAI’s respective tenants to close stores, reduce hours or
significantly limit service, making it difficult for them to meet
their rent obligations, and therefore has and will continue to
impact KRG and RPAI significantly for the foreseeable future. The
extent to which COVID-19 will continue to impact KRG and RPAI and
their respective tenants will depend on future developments, which
are highly uncertain and cannot be predicted with confidence,
including the scope, severity and duration of the pandemic, the
continued speed of the vaccine distribution, the efficacy of the
vaccines, including against variants of COVID-19, acceptance and
availability of vaccines, the actions taken to contain the pandemic
or mitigate its impact, and the direct and indirect economic
effects of the pandemic and containment measures, among others.
Moreover, investors are cautioned to interpret many of the risks
identified under the section titled “Risk Factors” in KRG’s and
RPAI’s respective Annual Report on Form 10-K for the fiscal year
ended December 31, 2020 as being heightened as a result of the
ongoing and numerous adverse impacts of the COVID-19 pandemic.
Additional risks, uncertainties and other
factors that might cause such differences, some of which could be
material, include but are not limited to: KRG’s and RPAI’s ability
to complete the proposed merger transaction, including satisfaction
of the conditions necessary to close the transaction on the terms
or timeline currently contemplated, or at all; the occurrence of
any event, change or other circumstances that could give rise to
the termination of the merger agreement relating to the proposed
transaction; risks associated with acquisitions generally,
including integration of KRG’s and RPAI’s businesses and the
ability to achieve expected synergies or costs savings; the risk
that disruptions caused by or relating to the proposed transaction
will harm KRG’s or RPAI’s business, including current plans and
operations; national and local economic, business, real estate
and other market conditions, particularly in connection with low or
negative growth in the U.S. economy as well as economic
uncertainty; financing risks, including the availability of, and
costs associated with, sources of liquidity; KRG’s or RPAI’s
ability to refinance or extend the maturity dates of its
indebtedness; the level and volatility of interest rates; the
financial stability of tenants, including their ability to pay rent
or request rent concessions, and the risk of tenant insolvency and
bankruptcy; the competitive environment in which KRG and RPAI
operates, including potential oversupply of and reduction in demand
for rental space; acquisition, disposition, development and joint
venture risks; property ownership and management risks, including
the relative illiquidity of real estate investments, periodic costs
to repair, renovate and re-lease spaces, operating costs and
expenses, vacancies or the inability to rent space on favorable
terms or at all; KRG’s or RPAI’s ability to maintain its status as
a REIT for U.S. federal income tax purposes; potential
environmental and other liabilities; impairment in the value of
real estate property KRG or RPAI owns; the attractiveness of their
respective properties to tenants, the actual and perceived impact
of e-commerce on the value of shopping center assets and changing
demographics and customer traffic patterns; risks related to KRG’s
current geographical concentration of properties in Florida,
Indiana, Texas, North Carolina and Nevada; civil unrest, acts of
terrorism or war, acts of God, climate change, epidemics, pandemics
(including COVID-19), natural disasters and severe weather
conditions such as hurricanes, tropical storms, tornadoes,
earthquakes, droughts, floods and fires, including such events or
conditions that may result in underinsured or uninsured losses or
other increased costs and expenses; changes in laws and government
regulations including governmental orders affecting the use of
KRG’s or RPAI’s properties or the ability of its tenants to
operate, and the costs of complying with such changed laws and
government regulations; possible short-term or long-term changes in
consumer behavior due to COVID-19 and the fear of future pandemics;
insurance costs and coverage; risks associated with cybersecurity
attacks and the loss of confidential information and other business
disruptions; other factors affecting the real estate industry
generally; and other risks identified in reports KRG or RPAI files
with the Securities and Exchange Commission or in other documents
that it publicly disseminates, including, in particular, the
section titled “Risk Factors” in KRG’s or RPAI’s respective Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
and in KRG’s or RPAI’s respective quarterly reports on Form 10-Q.
KRG and RPAI undertake no obligation to publicly update or revise
these forward-looking statements, whether as a result of new
information, future events or otherwise.
Contact Information: Kite Realty Group
TrustJason ColtonSVP, Capital Markets & Investor
Relations317.713.2762jcolton@kiterealty.com
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