| CIK | 0001636315 |
| DocumentType | 8-K |
| AmendmentFlag | false |
| DocumentPeriodEndDate | March 16, 2021 |
| EntityAddressLineOne | 30 S. Meridian Street |
| EntityAddressLineTwo | Suite 1100 |
| EntityAddressCityorTown | Indianapolis |
| EntityAddressStateorProvince | IN |
| EntityAddressPostalZipCode | 46204 |
| CityAreaCode | 317 |
| LocalPhoneNumber | 577-5600 |
| WrittenCommunication | false |
| SolicitingMaterial | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issue Tender Offer | false |
| EntityEmergingGrowthCompany | false |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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): March 16, 2021
KITE REALTY GROUP TRUST
KITE REALTY GROUP, L.P.
(Exact name of registrant as specified in its charter)
| Maryland | 1-32268 | 11-3715772 |
| Delaware | 333-20266-01 | 20-1453863 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification Number) |
30 S. Meridian Street
Suite 1100
Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)
(317) 577-5600
(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 (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 | Name of exchange on which registered |
| Common Shares, $0.01 par value per share | KRG | 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 ¨
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. ¨
Exchangeable Senior Notes due 2027
On March 16, 2021, Kite Realty Group, L.P. (the “Issuer”), the operating partnership through which Kite Realty Group Trust (the “Company”) conducts all of its activities and holds substantially all of its assets and liabilities, commenced an offering (the “Offering”) pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of $175 million in aggregate principal amount of exchangeable senior notes due 2027 (the “Notes”). The Notes will be exchangeable into cash up to the principal amount of the Notes exchanged and, if applicable, cash or common shares of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares”), or a combination thereof. On March 16, 2021, the Company and the Issuer issued a press release pursuant to Rule 135c under the Securities Act regarding commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1.
In connection with the pricing of the Notes, the Issuer expects to enter into privately negotiated capped call transactions with certain counterparties, which may include certain of the initial purchasers or their respective affiliates. The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes,the number of Common Shares underlying the Notes. The capped call transactions are generally expected to reduce the potential dilution to Common Shares upon any exchange of the Notes and/or offset any cash payments the Issuer is required to make in excess of the principal amount of such exchanged Notes, as the case may be, with such reduction and/or offset subject to a cap.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | KITE REALTY GROUP TRUST |
| | |
| | |
| Date: March 16, 2021 | By: | /s/ Heath R. Fear |
| | | Heath R. Fear
Executive Vice President and Chief Financial Officer |
| | | |
| | KITE REALTY GROUP, L.P. |
| | |
| | |
| | By: Kite Realty Group Trust, its sole general partner |
| | |
| Date: March 16, 2021 | By: | /s/ Heath R. Fear |
| | | Heath R. Fear
Executive Vice President and Chief Financial Officer |
