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): December 29, 2023

RPT REALTY
 (Exact Name of registrant as specified in its charter)

Maryland
  
1-10093
  
13-6908486
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)


19 W 44th Street
Suite 1002
New York, New York  10036
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 221-1261

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:

☐
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(s)
  
Name of each exchange on which registered
Common Shares of Beneficial Interest ($0.01 Par Value Per Share)

 
RPT
  
New York Stock Exchange
7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share)
  
RPT.PRD
  
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. ☐


Introductory Note.

This Current Report on Form 8-K is being filed in connection with the consummation on January 2, 2024 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 28, 2023 (as amended or supplemented from time to time, the “Merger Agreement”), by and among Kimco Realty Corporation, a Maryland corporation (“Kimco”), Kimco Realty OP, LLC, a Delaware limited liability company and wholly owned subsidiary of Kimco (“Kimco OP”), Tarpon Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Kimco (“Merger Sub”), Tarpon OP Acquisition Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Kimco OP (“OP Merger Sub” and, together with Kimco, Kimco OP and Merger Sub, the “Kimco Parties”), RPT Realty, a Maryland real estate investment trust (“RPT”), and RPT Realty, L.P., a Delaware limited partnership (“RPT OP” and, together with RPT, the “RPT Parties”).

Pursuant to the Merger Agreement, on January 2, 2024, (i) immediately prior to the Company Merger, OP Merger Sub merged with and into RPT OP, with RPT OP continuing as the surviving entity and as a subsidiary of Kimco OP (the “Partnership Merger”), (ii) RPT merged with and into Merger Sub, with Merger Sub continuing as the surviving entity (the “Company Merger” and, together with the Partnership Merger, the “Mergers”) and (iii) immediately following the Company Merger, Kimco contributed to Kimco OP all of the membership interests of Merger Sub.

Pursuant to the terms of the Merger Agreement, on January 2, 2024, at the effective time of the Company Merger (the “Company Merger Effective Time”), (i) each common share of beneficial interest, par value $0.01 per share, of RPT (“RPT Common Shares”) (other than certain shares as set forth in the Merger Agreement) issued and outstanding immediately prior to the Company Merger Effective Time was cancelled and automatically converted into the right to receive 0.6049 shares of common stock, par value $0.01 per share, of Kimco (“Kimco Common Stock”), without interest, together with cash in lieu of fractional shares of Kimco Common Stock and (ii) each share of 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, par value $0.01 per share, of RPT (“RPT Series D Preferred Shares”) (other than certain shares as set forth in the Merger Agreement) issued and outstanding immediately prior to the Company Merger Effective Time was cancelled and automatically converted into the right to receive one depositary share representing one-thousandth of a share of 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share, of Kimco (“Kimco Class N Preferred Stock”), in each case, without interest, and subject to any withholding required under applicable law, upon the terms and subject to the conditions set forth in the Merger Agreement.

As a result of the Company Merger, holders of RPT Common Shares immediately prior to the Company Merger Effective Time received approximately 53.0 million shares of Kimco Common Stock for their RPT Common Shares and holders of RPT Series D Preferred Shares immediately prior to the Company Merger Effective Time received approximately 1,848,539 depositary shares representing one-one thousandth of a share of Kimco Class N Preferred Stock.

Pursuant to the terms of the Merger Agreement, on January 2, 2024, at the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), (i) the general partner interests in RPT OP and each limited partnership interest of RPT OP (“RPT OP Units”), in each case, that were held by RPT as of immediately prior to the Partnership Merger Effective Time remained outstanding at and following the Partnership Merger Effective Time, (ii) each Series D Preferred Unit, as defined in the RPT OP partnership agreement, held by RPT as of immediately prior to the Partnership Merger Effective Time was cancelled and ceased to exist, and no consideration was delivered in exchange therefor and (iii) each RPT OP Unit (other than any RPT OP Units held by RPT) that was issued and outstanding immediately prior to the Partnership Merger Effective Time was automatically converted into 0.6049 new validly issued common limited liability company interests in Kimco OP (“Kimco OP Common Units”) and each holder of such new Kimco OP Common Units was admitted as a limited liability company member of Kimco OP in accordance with the terms of Kimco OP’s amended and restated limited liability company agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, dated as of August 28, 2023, by and among the Kimco Parties and the RPT Parties, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.


Item 1.02.   Termination of a Material Definitive Agreement.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the Mergers, on January 2, 2024, the Sixth Amended and Restated Credit Agreement, dated as of August 18, 2022, by and among RPT OP, Keybank National Association, as administrative agent, and the other parties thereto, was amended and restated in its entirety and the RPT Parties and each of the subsidiary guarantors thereof were released from their obligations under or relating thereto.

Item 2.01.   Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note  of this Current Report on Form 8-K is incorporated herein by reference.

The foregoing description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 3.01.   Notice of Delisting or Failure to Satisfy a Continued Listing Rule Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, upon notification from RPT, the New York Stock Exchange (the “NYSE”) filed with the Securities and Exchange Commission (the “SEC”) notifications of removal from listing on Form 25 to effect the delisting of the RPT Common Shares and the RPT Series D Preferred Shares from the NYSE and to deregister the RPT Common Shares and RPT Series D Preferred Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). RPT intends to file with the SEC a certification on Form 15 to cause RPT’s remaining reporting obligations under Section 13 and 15(d) of the Exchange Act to be suspended.

Item 3.03.   Material Modification to the Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01.   Changes in Control of Registrant.

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In accordance with the terms of the Merger Agreement, as of the Company Merger Effective Time, the officers and directors of Merger Sub were the officers and directors that held office immediately prior to the Company Merger Effective Time and each of RPT’s officers and trustees resigned from his or her respective position as an officer or member of the board of trustees of RPT and from any and all committees thereof.

Amendment to CEO and CFO Employment Agreements

In connection with the Mergers, on December 29, 2023, a subsidiary of RPT entered into Amendment No. 1 to the Employment Agreement with Brian Harper (the “Harper Amendment”) and Amendment No. 1 to the Employment Agreement with Michael Fitzmaurice (the “Fitzmaurice Amendment”), each to adjust the severance and certain other provisions thereof, as described further in RPT’s proxy statement/prospectus dated November 9, 2023.

Copies of the Harper Amendment and the Fitzmaurice Amendment are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibits.

Amendment to Merk Offer Letter

Further in connection with the Mergers, on December 29, 2023, RPT entered into Amendment No. 1 to the Offer Letter with Raymond Merk (the “Merk Offer Letter Amendment”), to provide for the reimbursement of certain moving expenses, as described further in RPT’s proxy statement/prospectus dated November 9, 2023.


A copy of the Merk Offer Letter Amendment is attached hereto as Exhibit 10.3 and is incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibit.

Amendment to Change in Control Policy

Further in connection with the Mergers, on December 29, 2023, RPT approved Amendment No. 1 to the Ramco-Gershenson Properties Trust Change in Control Policy (the “Change in Control Policy Amendment”) to, among other things, clarify the employees covered by the Change in Control Policy and modify the severance payments and benefits thereunder, as described further in RPT’s proxy statement/prospectus dated November 9, 2023.

A copy of the Change in Control Policy Amendment is attached hereto as Exhibit 10.4 and is incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibit.

Item 8.01.   Other Events.

RPT Private Placement Notes

On January 2, 2024, in connection with the Mergers, RPT OP notified holders of all of the outstanding notes of the following series issued by RPT OP that it intends to prepay such notes on January 12, 2024, in accordance with the terms of such notes: (a) 4.27% Senior Guaranteed Notes, Series C, due June 27, 2025 (of which there is currently $31.5 million in aggregate principal amount outstanding), (b) 4.74% Senior Guaranteed Notes, Series B, due May 28, 2026 (of which there is currently $50 million in aggregate principal amount outstanding), (c) 4.20% Senior Guaranteed Notes, Series C, due July 6, 2025 (of which there is currently $50 million in aggregate principal amount outstanding), (d) 4.09% Senior Guaranteed Notes, Series A, due September 30, 2025 (of which there is currently $50 million in aggregate principal amount outstanding), (e) 4.28% Senior Guaranteed Notes, Series C, due November 18, 2026 (of which there is currently $25 million in aggregate principal amount outstanding), (f) 3.64% Senior Guaranteed Notes due November 30, 2028 (of which there is currently $75 million in aggregate principal amount outstanding), (g) 4.57% Senior Guaranteed Notes, Series B, due December 21, 2027 (of which there is currently $30 million in aggregate principal amount outstanding), (h) 4.72% Senior Guaranteed Notes, Series C, due December 21, 2029 (of which there is currently $20 million in aggregate principal amount outstanding), (i) 3.70% Senior Guaranteed Notes, Series A, due November 30, 2030 (of which there is currently $75 million in aggregate principal amount outstanding), (j) 3.82% Senior Guaranteed Notes, Series B, due November 30, 2031 (of which there is currently $55 million in aggregate principal amount outstanding), (k) 4.15% Senior Guaranteed Notes due December 27, 2029 (of which there is currently $50 million in aggregate principal amount outstanding).

The prepayments of such notes will be financed with cash on hand and borrowings under Kimco OP’s $2.0 billion revolving credit facility, as needed.

Termination of ATM Program

Effective as of the Closing Date, the RPT Parties exercised their right to terminate the Equity Distribution Agreement, dated February 22, 2022, by and among the RPT Parties, J.P. Morgan Securities LLC, Robert W. Baird & Co. Incorporated, BofA Securities, Inc., BMO Capital Markets Corp., Capital One Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC and Truist Securities, Inc., as sales agents, JPMorgan Chase Bank, National Association, Bank of America, N.A., Bank of Montreal, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC and Truist Bank, as forward purchasers, J.P. Morgan Securities LLC, BofA Securities, Inc., BMO Capital Markets Corp., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC and Truist Securities, Inc., as forward sellers.

Closing Press Release

On January 2, 2024, Kimco issued a press release announcing the completion of the Mergers. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.   Financial Statements and Exhibits.

(d)   Exhibits.

The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.

Exhibit No.
  
Description
 
Agreement and Plan of Merger, dated as of August 28, 2023, by and among Kimco Realty Corporation, Kimco Realty OP, LLC, Tarpon Acquisition Sub, LLC, Tarpon OP Acquisition Sub, LLC, RPT Realty, and RPT Realty, L.P.(incorporated by reference to Exhibit 2.1 to RPT Realty’s Form 8-K filed on August 28, 2023)*
     
 
Amendment No. 1 to the Employment Agreement, dated December 29, 2023, between Brian Harper and RPT Realty, Inc.
     
 
Amendment No. 1 to the Employment Agreement, dated December 29, 2023, between Michael Fitzmaurice and RPT Realty, Inc.
     
 
Amendment No. 1 to the Offer Letter with Raymond Merk, dated December 29, 2023
     
 
Amendment No. 1 to the Ramco-Gershenson Properties Trust Change in Control Policy, dated December 29, 2023
     
 
Press Release, dated January 2, 2024
     
104
  
Cover Page Interactive Data File (embedded within the iXBRL document)

*
Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Kimco agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
KRCX RPT HOLDINGS, LLC
 
(as successor by merger to RPT Realty)
       
 
By: Kimco Realty OP, LLC, its sole member
 
By: Kimco Realty Corporation, its managing member
       
       
Date: January 2, 2024
By:
 /s/ Glenn G. Cohen
   
Name:
Glenn G. Cohen
   
Title:
Chief Financial Officer

Exhibit 10.1

RPT REALTY
AMENDMENT NO. 1
TO
THE EMPLOYMENT AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated June 11, 2020, between Brian Harper (“you”) and RPT Realty, Inc., a Michigan corporation (together with any such other entity as may be designated by the RPT Realty, a Maryland real estate investment trust (the “Trust”), to serve as your employer from time to time that either is the Trust or a subsidiary of the Trust, the “Employer”), is effective as of December 29, 2023.  All capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Employment Agreement.

WHEREAS, you and the Employer desire to amend certain provisions of the Employment Agreement.

NOW, THEREFORE, the Employment Agreement is hereby amended as follows:

1. Section 6(d)(iii) (for clarity, the first instance of clause (iii) in Section 6(d)) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“an amount equal to the product of 2.0 multiplied by the sum of (A) your annual Base Salary, plus (B) 150% of your STIP Target, each for the calendar year in which the termination occurs (such amount, the “Severance Payment”), which will be paid as follows:  (i) the amount of the Severance Payment that exceeds the amount provided in Section 6(d)(iii) of the Employment Agreement prior to this Amendment will be paid in a lump sum as soon as practicable following the effectiveness of the Release but not later than the 60th day following your Termination Date (such payment timing, a “Lump Sum”); and (ii) the remaining amount of the Severance Payment will be paid in equal monthly installments over the twenty-four (24)-month period following your Termination Date, except that, of such remaining amount, (x) the portion scheduled to be paid on or prior to March 15 of the year following the year in which your Termination Date occurs will instead be paid in a Lump Sum, and (y) an amount exempt from Section 409A of the Code as “separation pay” pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) will be deducted from the back end of such installments (i.e., first reducing the last installment in its entirety and then reducing prior installments in reverse chronological order) and instead paid in a Lump Sum.”

2. Section 7(c) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“You will not at any time during your employment with the Trust, and for a period of one year following the termination of such employment for any reason during the Term, directly or indirectly, aid, assist, participate in, consult with, render services for, accept a position with, become employed by, or otherwise enter into any relationship with (other than being a passive investor in or being a customer of) any of the companies listed on Annex A to this Agreement  (or any of their successors or subsidiaries), which companies you acknowledge are competitors of the Trust as of the Effective Date (each, a “Competitor”).


3. Annex A of the Employment Agreement is hereby deleted in its entirety and replaced with Annex A attached hereto.

4. Except as so amended, the Employment Agreement is in all other respects hereby in full force and effect and is hereby confirmed.

5. This Amendment, together with the Employment Agreement, constitutes the entire understanding and agreement of the parties with respect to the transactions contemplated herein and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such transactions.

[Signature Page Follows.]


IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date set forth above.

 
/s/ Brian Harper
 
Brian Harper
       
       
 
RPT Realty
       
 
By:
/s/ Michael P. Fitzmaurice
   
Name:
Michael P. Fitzmaurice
   
Title:
Executive Vice President and Chief Financial Officer

Signature Page to Employment Agreement Amendment

Annex A

One year from termination for the following publicly traded REITS:

Regency Centers Corporation
Urban Edge Properties
Acadia Realty Trust
SITE Centers Corp
Kite Realty Group Trust
Phillips Edison & Company, Inc.
Inventrust Properties Corp.
Brixmor Property Group Inc.
Whitestone REIT
Saul Centers, Inc.
Federal Realty Investment Trust
Retail Opportunity Investment Corp.
Alexander’s Inc.

Exhibit 10.2

RPT REALTY
AMENDMENT NO. 1
TO
THE EMPLOYMENT AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated June 11, 2020, between Michael Fitzmaurice (“you”) and RPT Realty, Inc., a Michigan corporation (together with any such other entity as may be designated by the RPT Realty, a Maryland real estate investment trust (the “Trust”), to serve as your employer from time to time that either is the Trust or a subsidiary of the Trust, the “Employer”), is effective as of December 29, 2023.  All capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Employment Agreement.

WHEREAS, you and the Employer desire to amend certain provisions of the Employment Agreement.

NOW, THEREFORE, the Employment Agreement is hereby amended as follows:

1. Section 6(d)(iii) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“an amount equal to the product of 2.0 multiplied by the sum of (A) your annual Base Salary, plus (B) 150% of your STIP Target, each for the calendar year in which the termination occurs (such amount, the “Severance Payment”), which will be paid as follows:  (i) the amount of the Severance Payment that exceeds the amount provided in Section 6(d)(iii) of the Employment Agreement prior to this Amendment will be paid in a lump sum as soon as practicable following the effectiveness of the Release but not later than the 60th day following your Termination Date (such payment timing, a “Lump Sum”); and (ii) the remaining amount of the Severance Payment will be paid in equal monthly installments over the twenty-four (24)-month period following your Termination Date, except that, of such remaining amount, (x) the portion scheduled to be paid on or prior to March 15 of the year following the year in which your Termination Date occurs will instead be paid in a Lump Sum, and (y) an amount exempt from Section 409A of the Code as “separation pay” pursuant to Treas. Reg. §1.409A-1(b)(9)(iii) will be deducted from the back end of such installments (i.e., first reducing the last installment in its entirety and then reducing prior installments in reverse chronological order) and instead paid in a Lump Sum.”

2. Section 7(c) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“You will not at any time during your employment with the Trust, and for a period of one year following the termination of such employment for any reason during the Term, directly or indirectly, aid, assist, participate in, consult with, render services for, accept a position with, become employed by, or otherwise enter into any relationship with (other than being a passive investor in or being a customer of) any of the companies listed on Annex A to this Agreement  (or any of their successors or subsidiaries), which companies you acknowledge are competitors of the Trust as of the Effective Date (each, a “Competitor”).


3. Annex A of the Employment Agreement is hereby deleted in its entirety and replaced with Annex A attached hereto.

4. Except as so amended, the Employment Agreement is in all other respects hereby in full force and effect and is hereby confirmed.

5. This Amendment, together with the Employment Agreement, constitutes the entire understanding and agreement of the parties with respect to the transactions contemplated herein and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such transactions.

[Signature Page Follows.]


IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date set forth above.

 
/s/ Michael Fitzmaurice
 
Michael Fitzmaurice
       
       
 
RPT Realty
       
       
 
By:
/s/ Brian L. Harper
   
Name:
Brian L. Harper
   
Title:
President and Chief Executive Officer


Signature Page to Employment Agreement Amendment


Annex A

One year from termination for the following publicly traded REITS:

Regency Centers Corporation
Urban Edge Properties
Acadia Realty Trust
SITE Centers Corp
Kite Realty Group Trust
Phillips Edison & Company, Inc.
Inventrust Properties Corp.
Brixmor Property Group Inc.
Whitestone REIT
Saul Centers, Inc.
Federal Realty Investment Trust
Retail Opportunity Investment Corp.
Alexander’s Inc.

Exhibit 10.3

RPT REALTY
AMENDMENT NO. 1
TO
THE OFFER LETTER

This Amendment No. 1 (this “Amendment”) to the Offer Letter (the “Offer Letter”), dated July 9, 2019, between Raymond Merk (“you”) and RPT Realty, a Maryland real estate investment trust (the “Trust”) is effective as of December 29, 2023.

WHEREAS, you and the Trust desire to amend certain provisions of the Offer Letter.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Offer Letter as follows:

1. The section entitled “Change of Control*” is hereby deleted in its entirety and replaced with the following:

“Change of Control*:  Per the terms of the Trust’s current approved Change in Control Policy, as amended from time to time (the “Change in Control Policy”).

* In addition, notwithstanding anything to the contrary in the Change in Control Policy, in the event that Mr. Merk’s employment is terminated within one year following a Change in Control Date (as defined in the Change in Control Policy) (x) by the Trust other than for Cause (as defined in the Change in Control Policy) or upon Mr. Merk’s death or permanent disability or (y) by Mr. Merk for Good Reason (as defined in the Change in Control Policy), the Trust will reimburse Mr. Merk for any remaining term on his existing apartment lease (which expires June 30, 2024) as of the date of termination and provide Mr. Merk with a one-time reimbursement of moving expenses for personal items to be shipped back to Cleveland, OH in an amount of up to $10,000.

2. Except as so amended, the Offer Letter is in all other respects in full force and effect and is hereby confirmed.

3. This Amendment, together with the Offer Letter, constitutes the entire understanding and agreement of the parties with respect to the transactions contemplated herein and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such transactions.

[Signature Page Follows.]


IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date set forth above.

 
/s/ Raymond Merk
 
Raymond Merk
       
       
 
RPT Realty
       
       
 
By:
/s/ Brian L. Harper
   
Name:
Brian L. Harper
   
Title:
President and Chief Executive Officer


Signature Page to Offer Letter Amendment

Exhibit 10.4

RPT REALTY
AMENDMENT NO. 1
TO THE
RAMCO GERSHENSON PROPERTIES TRUST
CHANGE IN CONTROL POLICY

WHEREAS, RPT Realty (formerly known as Ramco Gershenson Properties Trust) (the “Trust”) maintains the Ramco Gershenson Properties Trust Change in Control Policy (the “Policy”); and

WHEREAS, the Trust wishes to amend the Policy to as set forth below.

NOW, THEREFORE:

1.
The first sentence of the Policy is hereby deleted in its entirety and replaced with the following:

“This Policy, revised as of this 29th day of December 2023, covers executive officers and employees with the title of Senior Vice President, Head of Human Resources and Managing Director of Finance & Investments of RPT Realty (the “Trust”) (other than the Trust’s Chief Executive Officer and Chief Financial Officer) (covered employees, the “Executives”).

2.
Section 2 of the Policy is hereby deleted in its entirety and replaced with the following:

“Change in Control Benefits.


 (a)
Upon termination of an Executive’s employment within one year following a Change in Control Date (x) by the Trust other than for Cause or upon Executive’s death or permanent disability or (y) by Executive for Good Reason or in the event that an Executive is offered ongoing employment with the Trust or its successor or acquirer following a Change in Control but who elects not to accept such an offer of ongoing employment, the Trust will, subject to Executive’s execution and nonrevocation of a general waiver and release (the “Release”) in a form satisfactory to the Trust or its successor or acquirer:


(i)
pay as severance pay to such Executive, as soon as practicable following the effectiveness of the Release but not later than the 60th day following the date of termination, a lump sum severance payment (the “Severance Payment”) equal to the product of:  2.0 multiplied by the sum of (A) Executive’s annual base salary, plus (B) for Executives who are named executive officers (as defined in Item 402(a)(3) of Regulation S-K) of the Trust, 150% the Executive’s target annual bonus, or, for other Executives, 100% of the Executive’s target annual bonus, each for the calendar year in which the termination occurs (or, in each case, as in effect immediately prior to the Change in Control Date, if higher).


(ii)
reimburse (on a monthly basis) the employer’s portion of monthly COBRA premiums (i.e., less the portion of the COBRA premium that corresponds to the portion of insurance premiums that is paid by active employees) according to the Executive’s coverage elections for medical, dental and vision insurance for a period of 18 months for Executives that are named executive officers of the Trust or 12 months for other Executives; provided, however, if an Executive obtains new employment (other than self-employment) during the such period and becomes eligible for coverage under the new employer’s group health plan, the Trust’s obligation to reimburse any COBRA premiums will cease at the end of the month in which the Executive becomes eligible for coverage under the new employer’s group health plan.


In the event that an Executive is offered ongoing employment with the Trust or its successor or acquirer following a Change in Control but elects not to accept such an offer of ongoing employment, the foregoing severance benefits also shall be conditioned on the Executive’s continued service to the Trust or its successor or acquirer through the Change in Control Date.  For the avoidance of doubt, if an Executive is offered a transition role with the Trust or its successor or acquirer following a Change in Control by November 1, 2023, then any severance payment or benefit hereunder shall be contingent on such Executive’s continued employment with the Trust or its successor or acquirer through the end of a transition period of up to 90 days following the Change in Control.


 (b)
Additional Limitation.


(i)
Notwithstanding anything in this Policy to the contrary, in the event that the amount of any compensation, payment or distribution by the Trust or any of its affiliates to or for the benefit of an Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Policy or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction.  In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code:  (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that, in the case of all the foregoing Aggregate Payments, all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).


(ii)
For purposes of this Section 2(b), the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments.  For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.


(iii)
The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 2(b)(i) shall be made by a nationally recognized accounting firm or other outside service provider selected by the Trust or its successor or acquirer (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Trust and the Executive within three business days of the date of termination of the Executive’s employment, if applicable, or at such earlier time as is reasonably requested by the Trust or the Executive.  Any determination by the Accounting Firm shall be binding upon the Company and the Executive.


3.
Section 4 of the Policy is hereby deleted in its entirety and replaced with the following:

“Effect on Other Agreements. This Severance Policy shall not limit or otherwise affect the provisions of any employment agreement between the Trust and an Executive, and the terms of any such employment agreement shall be unaffected by the adoption of this Severance Policy; provided, however, severance payments and benefits payable hereunder shall be in lieu of any severance payments or benefits under any employment agreement or offer letter applicable to an Executive or other payments or benefits under any other severance or similar agreements, plans or arrangements between the Trust and an Executive or applicable to an Executive (not including the acceleration of vesting of any options, shares or rights under any incentive plans of the Trust or any moving expense reimbursements provided in accordance with an employment agreement or offer letter with the Trust). The vesting of each Executive’s long-term incentive plan awards shall not be affected by this Policy, but shall be determined pursuant to the provisions of such plan or plans.”

4.
Defined Terms.  Capitalized terms used in this Amendment but not defined herein shall have the meaning set forth in the Policy.

5.
Other Provisions.  Except as set forth above, all other provisions of the Policy shall remain unchanged.

6.
Entire Agreement.  This Amendment No. 1 to the Policy, together with the Policy, constitutes the entire understanding and agreement of the parties with respect to the transactions contemplated herein and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such transactions.

IN WITNESS WHEREOF, this Amendment No. 1 to the Policy has been adopted by the Board of Trustees of the Company this 29th day of December 2023.

Exhibit 99.1


News Release

Kimco Realty(R) Closes Acquisition of RPT Realty

JERICHO, New York, January 2, 2024 - Kimco Realty(R) (“Kimco” or the “Company”) (NYSE: KIM), North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and a growing portfolio of mixed-use assets, today announced the completion of its previously announced acquisition of RPT Realty (“RPT”).

The acquisition of RPT adds 56 open-air shopping centers, 43 of which are wholly owned, comprising 13.3 million square feet of gross leasable area, to Kimco’s existing portfolio of 527 properties. The all-stock transaction, including the assumption of debt and preferred stock, results in a number of benefits including earnings accretion stemming from initial cost savings synergies of approximately $34 million, of which approximately 85% is expected to be realized in 2024. Additional benefits include increased scale in high-growth target markets, expanded partnership opportunities, and preservation of balance sheet strength. The Company will incorporate the impact of the RPT acquisition, including merger-related costs, on Net Income and FFO as part of its full year 2024 outlook when it reports fourth quarter earnings.

“We are pleased to announce the successful completion of our acquisition of RPT, which will enable us to drive long-term growth and value creation for our shareholders in a leverage-neutral manner through embedded growth opportunities and economies of scale advantages,” stated Conor Flynn, Chief Executive Officer of Kimco.

Pursuant to the terms of the definitive merger agreement entered into by and among Kimco, RPT and certain of their respective subsidiaries, on August 28, 2023, RPT common shareholders are entitled to receive 0.6049 shares of Kimco common stock, together with cash in lieu of fractional shares, for each RPT common share that they owned immediately prior to the effective time of the merger, and RPT preferred shareholders are entitled to receive one depositary share representing 1/1,000th of a share of Kimco 7.25% Class N Cumulative Convertible Perpetual Preferred Stock (“Kimco Class N Preferred Stock”) for each RPT 7.25% Series D Cumulative Convertible Perpetual Preferred Share (“RPT Series D Preferred Share”) that they owned immediately prior to the effective time of the merger. Pursuant to the terms of the Kimco Class N Preferred Stock, the Company’s Board of Directors declared a “stub period” cash dividend in an amount equal to $0.14097 per depositary share representing Kimco Class N Preferred Stock, payable on January 16, 2024 to shareholders of record on January 5, 2024. The stub dividend reflects the regular quarterly dividend for the Kimco Class N Preferred Stock in respect of the period from January 1, 2024, the last dividend payment date in respect of the RPT Series D Preferred Shares, to, but excluding, January 15, 2024.

J.P. Morgan acted as exclusive financial advisor and Wachtell, Lipton, Rosen & Katz acted as legal advisor to Kimco in connection with the acquisition. Lazard acted as exclusive financial advisor and Goodwin Procter LLP acted as legal advisor to RPT.


500 North Broadway, Suite 201  |  Jericho, NY 11753  |  (833) 800-4343                                                      kimcorealty.com

About Kimco Realty(R)

Kimco Realty(R) (NYSE:KIM) is a real estate investment trust (REIT) headquartered in Jericho, N.Y. that is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and a growing portfolio of mixed-use assets. The company’s portfolio is primarily concentrated in the first-ring suburbs of the top major metropolitan markets, including those in high-barrier-to-entry coastal markets and rapidly expanding Sun Belt cities, with a tenant mix focused on essential, necessity-based goods and services that drive multiple shopping trips per week. Kimco Realty is also committed to leadership in environmental, social and governance (ESG) issues and is a recognized industry leader in these areas. Publicly traded on the NYSE since 1991, and included in the S&P 500 Index, the company has specialized in shopping center ownership, management, acquisitions, and value enhancing redevelopment activities for more than 60 years. As of September 30, 2023, the company owned interests in 527 U.S. shopping centers and mixed-use assets comprising 90 million square feet of gross leasable space. For further information, please visit www.kimcorealty.com.

The company announces material information to its investors using the company’s investor relations website (investors.kimcorealty.com), SEC filings, press releases, public conference calls, and webcasts. The company also uses social media to communicate with its investors and the public, and the information the company posts on social media may be deemed material information. Therefore, the company encourages investors, the media, and others interested in the company to review the information that it posts on the social media channels, including Facebook (www.facebook.com/kimcorealty), Twitter (www.twitter.com/kimcorealty) and LinkedIn (www.linkedin.com/company/kimco-realty-corporation). The list of social media channels that the company uses may be updated on its investor relations website from time to time.

Safe Harbor Statement

This communication contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “commit,” “anticipate,” “estimate,” “project,” “will,” “target,” “plan”, “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the impact of competition, including the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets, (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iv) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center, (v) the potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and the costs associated with purchasing and maintaining assets and risks related to acquisitions not performing in accordance with our expectations, (vii) the Company’s ability to raise capital by selling its assets, (viii) disruptions and increases in operating costs due to inflation and supply chain issues, (ix) risks associated with the development of mixed-use commercial properties, including risks associated with the development, and ownership of non-retail real estate, (x) changes in governmental laws and regulations, including, but not limited to changes in data privacy, environmental (including climate change), safety and health laws, and management’s ability to estimate the impact of such changes, (xi) the Company’s failure to realize the expected benefits of the merger transaction (the “transaction”) with RPT, (xii) significant transaction costs and/or unknown or inestimable liabilities related to the  transaction, (xiii) the risk of litigation, including shareholder litigation, in connection with the transaction, including any resulting expense, (xiv) the ability to successfully integrate the operations of the Company and RPT and the risk that such integration may be more difficult, time-consuming or costly than expected, (xv) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company, (xvi) effects relating to the transaction or any further announcements or the consummation of the transaction on the market price of the Company’s common stock or on relationships with tenants, employees, joint venture partners and third parties, (xvii) the possibility that, if the Company does not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company’s common stock could decline, (xviii) valuation and risks related to the Company’s joint venture and preferred equity investments and other investments, (xix) valuation of marketable securities and other investments, including the shares of Albertsons Companies, Inc. common stock held by the Company, (xx) impairment charges, (xxi) criminal cybersecurity attacks disruption, data loss or other security incidents and breaches, (xxii) impact of natural disasters and weather and climate-related events, (xxiii) pandemics or other health crises, such as coronavirus disease 2019 (“COVID-19”), (xxiv) our ability to attract, retain and motivate key personnel, (xxv) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, (xxvi) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (xxvii) changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, (xxviii) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity, (xxix) the Company’s ability to continue to maintain its status as a REIT for U.S. federal income tax purposes and potential risks and uncertainties in connection with its UPREIT structure, and (xxx) other risks and uncertainties identified under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 as supplemented by the risks and uncertainties identified under Item 1A, “Risk Factors” in our Quarterly Report on Form 10-Q. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes in other filings with the Securities and Exchange Commission.

###

CONTACT:
David F. Bujnicki
Senior Vice President, Investor Relations and Strategy
Kimco Realty Corporation
(833) 800-4343
dbujnicki@kimcorealty.com

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