KIMCO REALTY CORPORATION (A MARYLAND CORPORATION)
Exhibit 1.2
KIMCO REALTY CORPORATION
(A MARYLAND CORPORATION)
6.875% Notes due 2019
Dated: September 17, 2009
To:
Kimco Realty Corporation
0000 Xxx Xxxx Xxxx Xxxx
Xxxxx 000
New Hyde Park, New York 11042-0020
Attention:
Chairman of the Board of Directors
Ladies and Gentlemen:
We (the “Representative”) understand that Kimco Realty Corporation, a Maryland corporation (the “Company”), proposes to issue and sell $300,000,000 aggregate principal amount of its 6.875% Notes due 2019 (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 amount of Underwritten Securities set forth below opposite their respective names at the purchase price set forth below.
Underwriter | Principal Amount of Underwritten Securities |
X.X. Xxxxxx Securities Inc. Xxxxxx Xxxxxxx & Co. Incorporated Xxxxx Fargo Securities, LLC Barclays Capital Inc. RBC Capital Markets Corporation RBS Securities Inc. Scotia Capital (USA) Inc. | 84,000,000 78,000,000 78,000,000 15,000,000 15,000,000 15,000,000 15,000,000 |
Total |
$300,000,000 |
The Underwritten Securities shall have the following terms:
Title of Securities: 6.875% Notes due 2019
Currency: U.S. Dollar
Principal amount to be issued: $300,000,000
Current ratings:
Xxxxx’x Investors Service, Inc. – Baa1 (negative)
Standard & Poor’s Ratings Services – BBB+ (stable)
Interest rate or formula: 6.875% per annum
Interest payment dates: April 1 and October 1, commencing on April 1, 2010
Stated maturity date: October 1, 2019
Redemption and/or repayment provisions: At any time at the greater of par or the discounted
value at a rate of Treasury plus 50 basis points
Method of Offering: Fixed Price: 99.840% of principal amount plus accrued interest, if any.
Purchase price: 99.190% of principal amount (payable in same day funds).
Issuer General Use Free Writing Prospectus (including the Final Term Sheet, if applicable): See Schedule A hereto.
Applicable Time: 2.28 P.M., September 17, 2009
Other terms: None
Closing time, date and location: 10 A.M., September 24, 2009, 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.
Please accept this offer no later than 5 P.M. (New York City time) on September 17, 2009 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
Very truly yours,
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxx Xxxxxxxxx
Name:
Title:
Acting on behalf of itself and as representative of the other named Underwriters
Accepted:
KIMCO REALTY CORPORATION
By: /s/ Xxxxx X. Xxxxx
Name:
Title:
Schedule A
Issuer Free Writing Prospectus Attached
Filed pursuant to Rule 433
September 17, 2009
Relating to
Preliminary Prospectus Supplement dated September 17, 2009 to
Prospectus dated April 24, 2009
Registration Statement No. 333-158762
Kimco Realty Corporation
Pricing Term Sheet
Issuer: | Kimco Realty Corporation |
|
|
Size: | $300,000,000 6.875% Senior Notes due 2019 |
|
|
Maturity: | October 1, 2019 |
|
|
Coupon: | 6.875% |
|
|
Price to Public: | 99.840% |
|
|
Net Proceeds to Issuer (before expenses): | $297,570,000 |
|
|
Yield to Maturity: | 6.897% |
|
|
Spread to Benchmark Treasury: | +350 basis points |
|
|
Benchmark Treasury: | 3.625% due August 15, 2019 |
|
|
Benchmark Treasury Yield: | 3.397% |
|
|
Interest Payment Dates: | April 1 and October 1, commencing on April 1, 2010 |
|
|
Redemption Provisions/Make-whole call: | At any time at the greater of par or the discounted value at a rate of Treasury plus 50 basis points |
|
|
Pricing Date: | September 17, 2009 |
|
|
Settlement: | September 24, 2009 |
|
|
CUSIP / ISIN: | 00000XXX0 / US49446RAJ86 |
|
|
Ratings: | Baa1 (negative) by Xxxxx’x Investors Service, Inc. and BBB+ (stable) by Standard & Poor’s Ratings Services |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus 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 Web site at xxx.xxx.xxx. Alternatively, you may request these documents by calling X.X. Xxxxxx Securities Inc. collect at 000-000-0000, Xxxxxx Xxxxxxx & Co. Incorporated toll free at 1-866-718-1649 or Xxxxx Fargo Securities, LLC toll free at 0-000-000-0000.
