Kimco Realty® (NYSE: KIM) (the “Company”) today announced that it intends to complete a holding company reorganization (the “Reorganization”), which would restructure the Company as an Umbrella Partnership Real Estate Investment Trust, or UPREIT. As part of the Reorganization, a new holding company (“New Kimco”) will become the publicly traded parent company by way of an intercompany merger (the “Merger”), assuming the existing name of “Kimco Realty Corporation,” while the current corporation (“Old Kimco”) will convert to a limited liability company called “Kimco Realty OP LLC” (“Kimco OP”) controlled by the publicly traded parent company (the “Conversion”).
“We are very excited to announce our reorganization into an UPREIT, which we believe will enhance our ability to compete in the acquisition of real estate assets by enabling us to offer tax-deferred opportunity to sellers, We believe this reorganization will have no material impact on our existing shareholders, debt security holders, lenders or other constituencies, and will represent an enhanced platform for Kimco’s continued growth.”
- Conor Flynn, Kimco’s Chief Executive Officer
The Reorganization is intended to align the Company’s corporate structure with other publicly traded U.S. real estate investment trusts and provide a platform for the Company to more efficiently acquire properties in a tax-deferred manner. The UPREIT structure will allow owners of appreciated property to contribute such property to an LLC structured as an “operating partnership” in exchange for membership interests therein. Subject to applicable tax requirements, this type of contribution may be done on a tax-deferred basis for the contributors. Following the Conversion, Kimco OP will function as the operating partnership in the UPREIT structure. Membership interests in Kimco OP will generally entitle their holders to receive the same distributions as holders of New Kimco common stock, and the holders of such interests will generally be entitled to exchange the membership interests for cash or common stock, at New Kimco’s option.
The Reorganization is not anticipated to have any material impact on the Company’s financial position and is not expected to result in any material changes to the Company’s combined financial statements, outstanding debt securities, material debt facilities, or business operations. All shares of common and preferred stock of Kimco will automatically be converted into identical shares of the new parent holding company as part of the Reorganization, and the Reorganization will not impact the payment of the dividends declared by the Company’s board of directors and payable to stockholders of record in accordance with previously announced dividend payment dates in respect of the Company’s common shares and the Class L preferred stock and Class M preferred stock.
The Reorganization does not require shareholder approval under Maryland law and the Merger is expected to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, meaning that Kimco’s shareholders are not expected to recognize a gain or loss for federal income tax purposes as a result of the Merger.
The Merger is expected to be effective as of January 1, 2023, and the Conversion is expected to be effective promptly thereafter. When the Reorganization is complete, the holding company will be named “Kimco Realty Corporation,” just as Kimco is today, and its shares of common stock, Class L depositary shares and Class M depositary shares are expected to continue to trade on the NYSE under the symbols “KIM,” “KIMprL” and “KIMprM”, respectively.
About Kimco Realty®
Kimco Realty® (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, including 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 Realty 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 September 30, 2022, the company owned interests in 526 U.S. shopping centers and mixed-use assets comprising 91 million square feet of gross leasable space.