Item 7.01 Regulation FD Disclosure.
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The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the proposed transaction between Kite and RPAI, including statements regarding the anticipated benefits of the transaction, the anticipated timing of the transaction and the markets of each company. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result" and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Currently, one of the most significant factors that could cause actual future events and results of Kite, RPAI and the combined company to differ materially from the forward-looking statements is the potential adverse effect of the current pandemic of the novel coronavirus ("COVID-19 pandemic"), including possible resurgences and mutations, on the financial condition, results of operations, cash flows and performance of Kite and RPAI and their tenants, the real estate market and the global economy and financial markets. The effects of the COVID-19 pandemic have caused and may continue to cause many of Kite's and RPAI's tenants to close stores, reduce hours or significantly limit service, making it difficult for them to meet their obligations, and therefore has and will continue to impact Kite and RPAI significantly for the foreseeable future.
Many additional factors could cause actual future events and results to differ
materially from the forward-looking statements, including but not limited to:
(i) the possibility that Kite shareholders and/or RPAI stockholders do not
approve the proposed transaction or that other conditions to the closing of the
proposed transaction are not satisfied or waived at all or on the anticipated
timeline; (ii) failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the proposed
transaction; (iii) the risk that RPAI's business will not be integrated
successfully or that such integration may be more difficult, time-consuming or
costly than expected; (iv) unexpected costs or liabilities relating to the
proposed transaction; (v) potential litigation relating to the proposed
transaction that could be instituted against Kite or RPAI or their respective
trustees, directors or officers and the resulting expense or delay; (vi) the
risk that disruptions caused by or relating to the proposed transaction will
harm Kite's or RPAI's business, including current plans and operations;
(vii) the ability of Kite or RPAI to retain and hire key personnel;
(viii) potential adverse reactions by tenants or other business partners or
changes to business relationships, including joint ventures, resulting from the
announcement or completion of the proposed transaction; (ix) risks relating to
the market value of the Kite common shares to be issued in the proposed
transaction; (x) risks associated with third party contracts containing consent
and/or other provisions that may be triggered by the proposed transaction;
(xi) the impact of public health crises, such as pandemics (including the
COVID-19 pandemic) and epidemics and any related company or government policies
and actions intended to protect the health and safety of individuals or
government policies or actions intended to maintain the functioning of national
or global economies and markets; (xii) general economic and market developments
and conditions; (xiii) restrictions during the pendency of the proposed
transaction or thereafter that may impact Kite's or RPAI's ability to pursue
certain business opportunities or strategic transactions; (xiv) either company's
ability to maintain its status as a real estate investment trust for
Additional Information about the Proposed Transaction and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between Kite
and RPAI. In connection with the proposed transaction, Kite will file a
registration statement on Form S-4 with the
Investors, Kite shareholders and RPAI stockholders may obtain free copies of the
joint proxy statement/prospectus (when available) and other documents that are
filed or will be filed with the
Participants in the Solicitation
Kite and RPAI and their respective trustees, directors and executive officers
may be deemed to be participants in the solicitation of proxies from Kite's
shareholders and RPAI's stockholders in connection with the proposed
transaction. Information about Kite's trustees and executive officers and their
ownership of Kite's common shares and units of limited partnership interest of
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 99.1 Press Release issued byKite Realty Group Trust and Retail Properties of America, Inc. onJuly 19, 2021 99.2 Investor Presentation Material 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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