Business Context and Reporting Period
Company: Kite Realty Group Trust
Filing Type: Form 8-K (Current Report)
Date of Report: March 9, 2012
Reporting Period: Event date of March 9, 2012
This filing reports the entry into material definitive agreements regarding the sale of common shares. The Company is a Maryland corporation with its principal executive offices in Indianapolis, IN.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a disclosure of a new financing arrangement.
- Proposed Capital Raise: Up to $50,000,000 aggregate sales price of Common Shares.
- Security Type: Common shares of beneficial interest, $0.01 par value per share.
- Proceeds Usage: Net proceeds, if any, are intended to be contributed to the Operating Partnership (Kite Realty Group, L.P.).
Material Changes
The Company entered into five separate Equity Distribution Agreements on March 9, 2012, with the following agents:
- Citigroup Global Markets Inc.
- Merrill Lynch, Pierce, Fenner & Smith Incorporated
- KeyBanc Capital Markets Inc.
- Raymond James & Associates, Inc.
- Wells Fargo Securities, LLC
Change from Prior Period: These new agreements replace a similar equity distribution agreement that recently expired. The new agreements allow for "at the market" offerings under Rule 415 of the Securities Act of 1933.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to sell shares from time to time through the Agents. Sales may occur directly on the New York Stock Exchange, through a market maker, or via privately negotiated transactions.
Risks and Contingencies:
- The filing explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy securities.
- Sales are contingent on market conditions and the Company's discretion ("if any").
- The Company agreed to indemnify the Agents against certain liabilities under the Securities Act of 1933.
Unusual Items: None reported in this filing.
Investor Verification Checklist
- Verify the current market price of Kite Realty Group Trust common shares to assess potential dilution from the $50,000,000 offering.
- Review the prospectus supplement filed on March 9, 2012, for specific terms of the offering.
- Check subsequent filings to determine if and when shares were actually sold under these new agreements.
- Confirm the status of the Operating Partnership's capital needs to understand the urgency of the proceeds.