REAL ESTATE TECHNOLOGY,REAL ESTATE INVESTMENT
Kimco Realty | December 19, 2022
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.
REAL ESTATE INVESTMENT,MORTGAGE AND LENDING
MeridianLink | November 08, 2022
MeridianLink, Inc.® (NYSE: MLNK) today announced it has completed the acquisition of OpenClose™, a leading fintech provider of residential mortgage software solutions for banks, credit unions, and independent mortgage lenders. The acquisition will enable customers to deliver seamless digital lending experiences to consumers, while reducing costs and time to close. The deal will also support the continued market expansion of MeridianLink’s full system capabilities serving depository organizations.
MeridianLink is committed to ongoing innovation and will continue its investment in both the OpenClose (LenderAssist™) and MeridianLink® Mortgage (formerly known as LendingQB®) LOS solutions, giving customers more choices for award-winning digital lending offerings. The OpenClose and MeridianLink Mortgage workflow-driven solutions offer market-leading digital loan origination systems (LOS), point-of-sale (POS), product and pricing engine (PPE), and business intelligence (BI) functions, with easy access from any browser or mobile device.
“We are thrilled to welcome the OpenClose team to MeridianLink. Combining the strengths of our organizations is great for the industry as we further enable our customers to deliver fast, frictionless mortgage lending experiences, from application through closing, This acquisition ensures that all customers can be confident that they have a comprehensive, premier mortgage solution in whichever offering they choose and that we will continue to invest in both offerings as we evolve the products to incorporate the best capabilities of each.”
-Nicolaas Vlok, CEO of MeridianLink
As part of the integration, MeridianLink Mortgage customers will be able to access the OpenClose point-of-sale (POS) system, Consumer Assist™, providing a superior experience for borrowers. In addition, OpenClose LenderAssist customers will be able to leverage the MeridianLink PriceMyLoan product and pricing engine (PPE), offering richer pricing options and features like parallel mortgage insurance pricing, an integrated fee engine, and loan comparison reports.
Founded in 1999, OpenClose pioneered a SaaS-based lending automation software platform for the mortgage industry. Today, the company's comprehensive loan origination software helps customers cut the cost to manufacture loans while reducing processing and underwriting cycle times. For these reasons and more, OpenClose has experienced strong year-over-year growth as financial institutions invest in mortgage technology.
Since our founding, customers have validated our company’s capabilities by choosing our SaaS solutions time and time again. Now, after record growth over the last several years, we’re excited to reach more customers faster while still providing the best-in-class technology, team, and customer service to which our customers have become accustomed, I am confident that our innovative, talented, and dedicated team along with our industry-leading technology will thrive even further as part of MeridianLink,said JP Kelly, president of OpenClose.
MeridianLink® (NYSE: MLNK) is a leading provider of cloud-based software solutions for financial institutions, including banks, credit unions, mortgage lenders, specialty lending providers, and consumer reporting agencies. Headquartered in Costa Mesa, California, MeridianLink provides services to more than 1,900 customers, including a majority of the financial institutions on Forbes’ 2021 lists of America’s Best Credit Unions and Banks.
MARKET OUTLOOK,REAL ESTATE INVESTMENT
Simon and Jamestown | December 20, 2022
Simon®, a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment, and mixed-use destinations, and Jamestown, a global real estate investment and management firm, today announced the completion of their previously announced strategic partnership. Simon expects its 50 percent interest in this best-in-class, global real estate investment and asset management firm to be accretive to earnings.
Simon® is a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations and an S&P 100 company (Simon Property Group, NYSE: SPG). Our properties across North America, Europe and Asia provide community gathering places for millions of people every day and generate billions in annual sales.
Jamestown is a global, design-focused real estate investment and management firm with a 39-year track record and mission to create places that inspire. Since its founding in 1983, Jamestown has executed transactions totaling approximately $40 billion. As of September 30, 2022, Jamestown has assets under management of $13.2 billion and a portfolio spanning key markets throughout the U.S., Latin America, and Europe. Current and previous projects include One Times Square and Chelsea Market in New York, Industry City in Brooklyn, Ponce City Market in Atlanta, Ghirardelli Square in San Francisco, the Innovation and Design Buildings in Boston and Lisbon, and Groot Handelsgebouw in Rotterdam.