![]() “After many years of curating both of our portfolios, combining them into one company will allow us to generate the best results for both sets of shareholders over the long term,” said Steven P. We are energized about the future of this combined company.” ![]() This merger further demonstrates our conviction in open-air retail centers as essential shopping destinations and last mile fulfillment centers. ![]() The financial benefits of the transaction include immediate earnings accretion, while maintaining a strong balance sheet. The combined company will have durable cash flows, operational upside and external value creation opportunities. “The combination of our firms brings together two high-quality, complementary portfolios. Kite, Chairman and CEO of Kite Realty Group. “This merger marks a momentous day for KRG and our shareholders,” said John A. The combined company is expected to benefit from increased scale and density in strategic markets, deeper tenant relationships given the broader mix of open-air retail types, an appropriately sized development pipeline and a strong balance sheet. These properties are primarily located in “Warmer and Cheaper” metro markets in the United States with 70% of centers by annualized base rent (“ABR”) having a grocery component. The merger will create an operating portfolio of 185 open-air shopping centers comprised of approximately 32 million square feet of owned gross leasable area. The transaction was unanimously approved by the Board of Trustees of KRG and the Board of Directors of RPAI. The parties expect the transaction to close during the fourth quarter of 2021 subject to customary closing conditions, including the approval of both KRG and RPAI shareholders. KRG anticipates assuming all RPAI debt and has obtained a financing commitment to provide a $1.1 billion term loan bridge facility in the event certain debt consents cannot be obtained prior to the closing of the transaction. On a pro forma basis, following the closing of the transaction, KRG shareholders are expected to own approximately 40% of the combined company’s equity and RPAI shareholders are expected to own approximately 60%. Based on the closing share price for KRG on July 16, 2021, this represents a 13% premium to RPAI’s closing stock price on July 16, 2021. Under the terms of the merger agreement, each RPAI common share will be converted into 0.6230 newly issued KRG common shares in a 100% stock-for-stock transaction. This immediately accretive transaction, paired with a strong balance sheet and significant value creation opportunities, is expected to provide a runway to increase long-term value for shareholders. The combined company is expected to have an equity market capitalization of approximately $4.6 billion and a total enterprise value of approximately $7.5 billion upon the closing of the transaction assuming a KRG share price of $20.83, which was the closing price on July 16, 2021. The strategic transaction joins together two high-quality portfolios with complementary geographic footprints creating a top five shopping center REIT by enterprise value. ![]() (NYSE: RPAI) today announced that they have entered into a definitive merger agreement under which RPAI would merge into a subsidiary of KRG, with KRG continuing as the surviving public company. INDIANAPOLIS and CHICAGO, J(GLOBE NEWSWIRE) - Kite Realty Group Trust (NYSE: KRG) and Retail Properties of America, Inc. Provides Future Value Creation OpportunitiesĬreates a Top 5 Shopping Center REIT by Total Enterprise Value Strengthens High-Quality Open-Air Shopping Center Portfolio Expected to be Immediately Accretive to Earnings per Share While Improving Balance Sheet
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