Kimco Realty commences cash tender offer for depositary shares

Kimco Realty (KIM) announced the commencement of a tender offer to purchase for cash any and all of its outstanding depositary share representing 1/1,000 of a share of 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share, at a price per Security of $62.00, plus any accrued and unpaid dividends. Concurrently with the Offer, the Company is also soliciting consents from Class N Preferred Stock holders and Security holders to amend the terms of the Class N Preferred Stock in the Company’s charter to provide the Company with the option to redeem the Class N Preferred Stock for 90 days following the date of effectiveness of the Preferred Amendment at a price per share of Class N Preferred Stock equal to $60,340.00, plus any accrued and unpaid dividends and Security holders to amend the Deposit Agreement, dated January 2, 2024, between the Company and Equiniti Trust Company, LLC, as depositary, registrar and transfer agent, governing the terms of the Securities to make changes to the Deposit Agreement corresponding to the Preferred Amendment. Consent from the holders of at least two-thirds of the outstanding shares of Class N Preferred Stock is required to approve the Preferred Amendment, as well as the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock, par value $0.01 per share, voting as a single class and separate from holders of the Securities. Consent from the holders of at least two-thirds of the outstanding Securities is required to approve the Deposit Agreement Amendment. The Company may solicit the Requisite Common Stockholder Approval from the holders of the Common Stock at the Company’s next annual meeting of stockholders, which is expected to be held in late April or early May of 2025, but may do so prior or subsequent to such meeting. The Offer and Consent Solicitation do not constitute a solicitation of consents from holders of the Common Stock to the Preferred Amendment. The solicitation of consents from holders of the Common Stock to the Preferred Amendment is expected to be made pursuant to a definitive proxy statement on Schedule 14A to be filed with the United States Securities and Exchange Commission in advance of the 2025 Annual Meeting. The Offer and the Consent Solicitation are conditioned upon receipt of the Requisite Preferred Shareholder Consents and certain other conditions which are described in detail in the Offer to Purchase and Consent Solicitation. The Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on December 4, 2024, unless the Offer and Consent Solicitation are extended or earlier terminated. The Securities are listed on the New York Stock Exchange under the symbol “KIMprN.” As of the date hereof, there were 1,848,459 Securities outstanding.