TERMS AGREEMENT
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EXECUTION COPY |
KIMCO REALTY CORPORATION
(a Maryland corporation)
Depositary Shares
Each Representing 1/100 of a Share of 7.75% Class G
Cumulative Redeemable Preferred Stock
(Liquidation Preference Equivalent to $25.00 Per Depositary Share)
Dated: October 2, 2007
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To: |
Kimco Realty Corporation |
0000 Xxx Xxxx Xxxx Xxxx
Xxx Xxxx Xxxx, Xxx Xxxx 00000-0000
Attention: Chairman of the Board of Directors
Ladies and Gentlemen:
We understand that Kimco Realty Corporation, a Maryland corporation (the Company”), proposes to issue and sell 16,000,000 depositary shares (the “Depositary Shares”) evidenced by depositary receipts, each representing a 1/100 of a share of the Company’s 7.75% Class G Cumulative Redeemable Preferred Stock, $1.00 par value per share (the “Class G Preferred Stock”) (such Class G Preferred Stock and Depositary Shares being hereinafter referred to collectively as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective number of Initial Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below opposite their respective names, and a proportionate number of Option Securities (as defined in the Underwriting Agreement referred to below), to the extent any are purchased, at the purchase price set forth below.
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Underwriter |
Number of Shares of UnderwrittenSecurities |
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Citigroup Global Markets Inc. |
2,880,000 |
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
2,880,000 |
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UBS Securities LLC |
2,880,000 |
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Wachovia Capital Markets, LLC |
2,880,000 |
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RBC Xxxx Xxxxxxxx Inc. |
2,880,000 |
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Deutsche Bank Securities Inc. |
533,334 |
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Xxxxxxx Xxxxx & Associates, Inc. |
533,333 |
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Xxxxxx, Xxxxxxxx & Company, Incorporated |
533,333 |
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Total...................................................................................................................... |
16,000,000 |
The Underwritten Securities shall have the following terms:
Title of Securities: Depositary Shares Each Representing a 1/100 of a Share of 7.75% Class G Cumulative Redeemable Preferred Stock
Number of Depositary Shares: 16,000,000
Fractional interest of each share of Class G Preferred Stock represented by each Depositary Share: 1/100
Current Ratings: Standard & Poor’s BBB+ (Stable); Xxxxx’x Investors Service, Inc. Baa2 (Stable)
Dividend Rate: 7.75% of the $2,500.00 per share liquidation preference per year, or $193.75 per year per share of Class G Preferred Stock (equal to $1.9375 per year per Depositary Share).
Dividend Payment Dates: January 15, April 15, July 15 and October 15 of each year, commencing January 15, 2008.
Liquidation Preference: $2,500.00 per share of Class G Preferred Stock (or $25.00 per Depositary Share), plus accrued and unpaid dividends, if any, to, but excluding, the date of payment.
Public offering price per Depositary Share: $25.00, plus accrued dividends, if any, from October 10, 2007, if settlement occurs after that date.
Purchase price per Depositary Share: $24.2125, plus accrued dividends, if any, from October 10, 2007, if settlement occurs after that date.
Conversion provisions: The Class G Preferred Stock and the Depositary Shares representing Class G Preferred Stock are not convertible into or exchangeable for any other property or securities of the Company, except that, in limited circumstances, the Class G Preferred Stock and the Depositary Shares representing Class G Preferred Stock may be automatically converted into or exchanged for Class G Excess Preferred Stock or Depositary Shares representing Class G Excess Preferred Stock.
Optional redemption provisions: Except in certain circumstances relating to the preservation of the Company’s status as a real estate investment trust, the Company may not redeem the Class G Preferred Stock and the Depositary Shares respresenting the Class G Preferred Stock prior to October 10, 2012. On or after October 10, 2012, the Company may, at its option, redeem the Class G Preferred Stock (and the preferred stock depositary will redeem the number of Depositary Shares representing the Class G Preferred Stock redeemed) for cash, in whole or in part, at a redemption price of $2,500.00 per share of the Class G Preferred Stock (equal to $25.00 per Depositary Share), plus accrued and unpaid dividends, if any, to, but excluding, the redemption date.
Sinking fund requirements: None
Number of Option Securities, if any, that may be purchased by the Underwriters: 2,400,000
Delayed Delivery Contracts: Not authorized
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Bookrunning managers: |
Citigroup Global Markets Inc. |
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
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UBS Securities LLC |
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Wachovia Capital Markets, LLC |
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Lead manager, if any: |
RBC Xxxx Xxxxxxxx Inc. |
Additional co-managers, if any: Deutsche Bank Securities Inc.
Xxxxxxx Xxxxx & Associates, Inc.
Xxxxxx, Xxxxxxxx & Company, Incorporated
Other material terms: None
Issuer General Free Writing Prospectus (including the Final Term Sheet, if applicable): See Schedule A attached hereto
Applicable Time: 1:05 P.M. on October 2, 2007
Closing date and location: October 10, 2007, 9:00 a.m.; Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
All of the provisions contained in the Underwriting Agreement attached as Annex A hereto are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined.
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Please accept this offer no later than 5:00 P.M. (New York City time) on October 2, 2007 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
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INCORPORATED |
UBS SECURITIES LLC
WACHOVIA CAPITAL MARKETS, INC.
RBC XXXX XXXXXXXX INC.
DEUTSCHE BANK SECURITIES INC.
XXXXXXX XXXXX & ASSOCIATES, INC.
XXXXXX XXXXXXXX & COMPANY, INCORPORATED
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By: Citigroup Global Markets Inc.
By:
/s/ Xxxxxxxxxxx Xxxx
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By: UBS Securities LLC
By: /s/Xxxxx
Xxxxxxxx Managing Director
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By: UBS Securities LLC
By: /s/ Xxxx
Xxxxxxx Director
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By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
By: /s/ Xxxx
Xxxxxxxxxx
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By: Wachovia Capital Markets, LLC
By: /s/ Xxxxxx
Xxx
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Acting on Behalf of Themselves and as |
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Accepted:
KIMCO REALTY CORPORATION
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Vice President - Treasurer |
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SCHEDULE A |
(Attached)
Filed pursuant to Rule 433
October 2, 2007
Relating to
Preliminary Prospectus Supplement dated October 1, 2007 to
Prospectus dated May 8, 2006
Registration Statement No. 333-133908
KIMCO REALTY CORPORATION
DEPOSITARY SHARES
EACH REPRESENTING 1/100 OF A SHARE OF
7.75% CLASS G CUMULATIVE REDEEMABLE PREFERRED STOCK
FINAL TERM SHEET
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Issuer: |
Kimco Realty Corporation |
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Securities Offered: |
Depositary shares each representing 1/100 of a share of |
7.75% Class G cumulative |
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redeemable preferred stock |
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Transaction Size: |
16,000,000 depositary shares (with an option to purchase up to 2,400,000 additional |
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depositary shares to cover over-allotments) |
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Public Offering Price: |
$25.00 per depositary share |
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Type of Security: |
SEC Registered |
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Expected Ratings*: |
Moody’s: Baa2 (Stable), S&P: BBB+ (Stable) |
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Maturity: |
Perpetual |
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Redemption: |
The Class G preferred stock and the depositary shares representing the Class G preferred |
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stock are not redeemable until October 10, 2012. On or after October 10, 2012, such shares |
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may be redeemed for cash at the Issuer’s option, in whole or in part, at a redemption price |
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of $2,500.00 per share of Class G preferred stock (equal to $25.00 per depositary share), |
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plus any accrued and unpaid dividends to, but excluding, the date of redemption |
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Aggregate Liquidation Preference: |
$400,000,000 ($2,500 per share of Class G preferred stock, equivalent to $25.00 per |
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depositary share) |
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Dividend Rate (Cumulative): |
Subject to declaration by the Issuer’s Board of Directors, payable quarterly in arrears on |
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January 15, April 15, July 15 and October 15 of each year, commencing January 15, 2008, |
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at the rate of 7.75% of the $2,500.00 liquidation preference per year, or $193.75 per year |
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per share of Class G preferred stock (equal to $1.9375 per year per depositary share) |
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Purchase Price by Underwriters: |
$24.2125 per depositary share |
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Net Proceeds to Issuer (before |
$387,400,000 ($445,510,000 if the over-allotment option is exercised in full) after |
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expenses): |
deducting underwriting discounts |
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Settlement Date: |
October 10, 2007 (T+5) |
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CUSIP Number: |
00000X000 |
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ISIN Number: |
US49446R8447 |
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Listing: |
The Issuer intends to file an application with the NYSE and trading is expected to begin |
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within 30 days of issuance |
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Bookrunners: |
Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, UBS |
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Securities LLC, and Wachovia Capital Markets, LLC |
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Lead Manager: |
RBC Xxxx Xxxxxxxx Inc. |
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Co-Managers: |
Deutsche Bank Securities Inc., Xxxxxxx Xxxxx & Associates, Inc., Xxxxxx, Xxxxxxxx & |
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Company, Incorporated |
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*A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.
The Issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement dated October 1, 2007) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling (i) Citigroup Global Markets Inc. toll-free 1-877-858-5407, (ii) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free 0-000-000-0000, (iii) UBS Securities LLC toll-free 0-000-000-0000, ext. 1088, or (iv) Wachovia Capital Markets, LLC toll-free 0-000-000-0000.
