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| KIM > SEC Filings for KIM > Form 8-K on 4-Nov-2009 | All Recent SEC Filings |
4-Nov-2009
Entry into a Material Definitive Agreement, Completion of Acquisition or Dispos
On November 4, 2009, Kimco Realty Corporation (the "Company"), through its subsidiary, Kimco PL Retail, Inc., entered into an Entity Purchase and Sale Agreement (the "Agreement") with DRA PL Retail Real Estate Investment Trust ("DRA Trust") pursuant to which the Company has purchased the remaining 85 percent interest in PL Retail LLC ("PL Retail"), an entity that indirectly owns through wholly-owned subsidiaries 21 shopping centers in which the Company indirectly held a 15 percent interest prior to this transaction. DRA Trust is a subsidiary of DRA Growth and Income Fund IV, LLC ("DRA").
The Company obtained its indirect 15 percent interest in PL Retail in August 2004 when two of the Company's subsidiaries entered into a joint venture with DRA Trust by forming PL Retail. Pursuant to this joint venture, these two subsidiaries of the Company held an aggregate 15 percent interest in PL Retail and DRA held the remaining 85 percent interest in PL Retail.
Pursuant to the terms of the Agreement, which contains customary representations and warranties, the price we paid for the remaining 85 percent interest in PL Retail was approximately $175 million, after customary adjustments and closing prorations, which is equivalent to 85 percent of PL Retail's gross asset value, as defined in the Agreement, which currently equals approximately $825 million, less $564 million of non-recourse mortgage debt and $50 million of perpetual preferred stock. We expect to extinguish approximately $269 million of mortgage debt that matures in January 2010 that we assumed in connection with this acquisition. PL Retail's gross asset value includes approximately $20 million for the purchase of development rights for the Pentagon Centre shopping center in Arlington, Virginia. We funded the purchase using our $1.5 billion unsecured revolving credit facility described in our Current Report on Form 8-K filed on October 29, 2007. Upon consummation of the transaction, which occurred simultaneously with the execution of the Agreement, we through our subsidiaries own 100 percent of the common stock of PL Retail, with shares of Series 1 Preferred Stock and Series A-1 Preferred Stock issued by a wholly-owned subsidiary of PL Retail remaining outstanding and held by third parties.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.01.
The Company's press release issued in connection with the acquisition described in Item 1.01 above is furnished as Exhibit 99.1 to this report.
The information in this item shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to the company, except to the extent, if any, expressly set forth by specific reference in such filing.
Item 9.01
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