Kimco Realty OP, LLC: M&A transaction — Kimco completes UPREIT reorganization; stock continues under same symbol KIM

Kimco Realty OP, LLC

Effective Jan 1, 2023, Old Kimco merged into new holding company "Kimco Realty Corporation" (New Kimco); each share converted 1:1.
Effective Jan 3, 2023, Old Kimco converted to Delaware LLC "Kimco Realty OP, LLC" as operating partnership.
New Kimco is the managing member of Kimco OP; assets, liabilities, directors, officers unchanged.
Credit agreement amended to reflect reorganization; New Kimco guarantees obligations.
Common stock (KIM) and preferred depositary shares (KIMprL, KIMprM) continue trading on NYSE with same CUSIP.

item 1.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Kimco Realty OP, LLC underwent a change of control involving Holdco (formerly New KRC Corp.) (closed 2023-01-01).

Action: change of control
Counterparty: Holdco (formerly New KRC Corp.)
Closing: 2023-01-01

Exact text from the filing

Effective as of 12:01 a.m., New York time, on January 1, 2023, pursuant to the Merger Agreement, Merger Sub merged with and into Old Kimco, with Old Kimco continuing as the surviving entity and a wholly-owned subsidiary of Holdco (the “ Merger ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

Kimco Realty OP, LLC entered into Merger Agreement with Merger Sub valued at Merger of Old Kimco with and into Merger Sub, with each share of Old Kimco common and preferred stoc (effective 2023-01-01).

Action: entry
Agreement: merger
Counterparty: Merger Sub
Value: Merger of Old Kimco with and into Merger Sub, with each share of Old Kimco common and preferred stoc
Effective: 2023-01-01

Exact text from the filing

The foregoing summary of the Merger Agreement does not constitute a complete description of, and is qualified in its entirety by reference to, the terms and conditions of the Merger Agreement, which is attached hereto as Exhibit 2.1.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

Kimco Realty OP, LLC entered into Parent Guarantee with JPMorgan Chase Bank, N.A., as administrative agent valued at Guarantee by New Kimco of obligations of Old Kimco and other borrowers under the Credit Agreement (effective 2023-01-01).

Action: entry
Agreement: credit facility
Counterparty: JPMorgan Chase Bank, N.A., as administrative agent
Value: Guarantee by New Kimco of obligations of Old Kimco and other borrowers under the Credit Agreement
Effective: 2023-01-01

Exact text from the filing

In connection with the Amendment and the Reorganization, New Kimco entered into that certain Parent Guarantee, dated as of January 1, 2023 (the “Parent Guarantee”), pursuant to which it agreed to guarantee the obligations of Old Kimco and any other borrowers under the Credit Agreement.

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Source: SEC EDGAR

accession 0001140361-23-000246

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