SEC Info - Kimco Realty Corp. - ‘8-K’ for 8/24/22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM i 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) i August 24, 2022

i KIMCO REALTY CORPORATION

(Exact Name of registrant as specified in its charter)

i Maryland		i 1-10899		i 13-2744380
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

i 500 N. Broadway

i Suite 201

i Jericho, i NY i 11753

(Address of principal executive offices) (Zip Code)

( i 516) i 869-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on
		which registered
i Common Stock, par value $.01 per share.	i KIM	i New York Stock Exchange
i Depositary Shares, each representing one-thousandth of a share of 5.125% Class L Cumulative Redeemable, Preferred Stock, $1.00 par value per share.	i KIMprL	i New York Stock Exchange
i Depositary Shares, each representing one-thousandth of a share of 5.250% Class M Cumulative Redeemable, Preferred Stock, $1.00 par value per share.	i KIMprM	i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry Into a Material Definitive Agreement.

On August 24, 2022, Kimco Realty Corporation, a Maryland corporation (“Kimco”), completed an underwritten public offering of $650 million in aggregate principal amount of its 4.600% Notes due 2033 (the “Notes”). The Notes are governed by the Indenture, dated as of September 1, 1993, as supplemented by the First Supplemental Indenture, dated as of August 4, 1994, the Second Supplemental Indenture, dated as of April 7, 1995, the Third Supplemental Indenture, dated as of June 2, 2006, the Fourth Supplemental Indenture, dated as of April 26, 2007, the Fifth Supplemental Indenture, dated as of September 24, 2009, the Sixth Supplemental Indenture, dated as of May 23, 2013, and the Seventh Supplemental Indenture, dated as of April 24, 2014, and as further amended or supplemented from time to time, between Kimco and The Bank of New York Mellon (as successor to IBJ Schroder Bank & Trust Company), as trustee. A copy of the form of Global Note for the Notes is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description
4.1	Form of Global Note for 4.600% Notes due 2033
5.1(a)	Opinion of Latham & Watkins LLP, as to the legality of the 4.600% Notes due 2033, dated August 24, 2022
5.1(b)	Opinion of Venable LLP, as to the legality of the 4.600% Notes due 2033, dated August 24, 2022
23.1(a)	Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1(a))
23.1(b)	Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1(b))
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KIMCO REALTY CORPORATION

Date: August 24, 2022	By:	/s/ *Glenn G. Cohen*
		Name:	Glenn G. Cohen
		Title:	Chief Financial Officer

This ‘8-K’ Filing	Date	Other Filings

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Kimco Realty Corp. – ‘8-K’ for 8/24/22

On: Wednesday, 8/24/22, at 4:11pm ET · For: 8/24/22 · Accession #: 1140361-22-30736 · File #: 1-10899

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