Kimco Realty Corporation (NYSE:KIM) entered into a definitive merger agreement to acquire RPT Realty (NYSE:RPT) from a group of shareholders for $1 billion on August 27, 2023. Under the terms of the merger agreement, RPT shareholders will receive 0.6049 of a newly-issued Kimco share for each RPT share they own, representing a total consideration of approximately $11.34 per RPT share based on Kimco?s closing share price on August 25, 2023. Each RPT Series D Preferred Share issued and outstanding shall be cancelled and retired and automatically converted into the right to receive one one-thousandth (1/1,000 th ) of a share of new Kimco Preferred Stock. RPT will be acquired by Kimco in an all-stock transaction valued at approximately $2 billion, including the assumption of debt and preferred stock. At closing, Kimco stockholders and RPT shareholders are expected to own approximately 92% and 8% of the combined company, respectively. In case of termination, Kimco will be entitled to the termination fee of $33.6 million from RPT in specified circumstances.

The completion of the merger is subject to satisfaction or waiver of certain conditions, including the approval of two-thirds of all the votes entitled to be cast by the holders of RPT?s common shares, the effectiveness of the registration statement on Form S-4 to be filed by Kimco, the authorization for listing of Kimco Common Stock and Kimco?s preferred stock (or depositary shares in respect thereof) to be issued in connection with the Mergers on the New York Stock Exchange and the receipt by Kimco and RPT of an opinion of its counsel, dated as of the closing date, to the effect that the company merger will qualify as a ?reorganization? within the meaning of Section 368(a) of the Code. The board of directors of Kimco and the board of trustees of RPT both unanimously approved the transaction. The RPT board of trustees unanimously resolved to recommend that the holders of RPT common shares vote in favor of the merger proposal. The transaction is expected to close in the first quarter of 2024. The transaction expected to be immediately accretive to funds from operations (?FFO?), with expected annual cost synergies of approximately $34 million. As of December 12, 2023, RPT Realty shareholders approved the transaction. The merger is expected to close on January 2, 2024.

Simpson Thacher & Bartlett LLP is representing J.P. Morgan Securities LLC is acting as financial advisor and David E. Shapiro and Steven R. Green of Wachtell, Lipton, Rosen & Katz are acting as legal advisors to Kimco. Lazard Frères & Co. LLC is acting as financial advisor and fairness opinion provider to RPT Board. Mark S. Opper and Blake Liggio of Goodwin Procter LLP are acting as legal advisors to RPT. ICR, LLC is serving as communications advisor to Kimco. J.P. Morgan Securities LLC acted as fairness opinion provider to Kimco Realty. Prosek Partners is serving as communications advisor to RPT. EQ Shareowner Services acted as transfer agent to Kimco. Innisfree M&A Incorporated acted as proxy solicitor to RPT for a base fee of approximately $25,000. RPT has also agreed to reimburse Innisfree M&A Incorporated for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation. In connection with Lazard?s services as financial advisor to RPT in connection with the mergers, RPT agreed to pay Lazard a fee for such services estimated, based on information available on August 25, 2023, to be approximately $18.2 million, $2.5 million of which was payable upon Lazard rendering its opinion, $2.0 million of which was payable upon announcement of the mergers, and the remainder of which is contingent on the consummation of the mergers. Lazard, J.P. Morgan, Goodwin and Wachtell also acted as due diligence providers in the transaction. Venable LLP and Latham & Watkins LLP acted as legal advisors to Kimco.

Kimco Realty Corporation (NYSE:KIM) completed the acquisition of RPT Realty (NYSE:RPT) from a group of shareholders on January 2, 2024.