Kimco Realty OP, LLC 3.50% Exchangeable Senior Notes Due 2031 Offering

Kimco Realty OP, LLC, a subsidiary of Kimco Realty Corporation, has issued $600,000,000 in aggregate principal amount of 3.50% Exchangeable Senior Notes due 2031. The company also granted an option to purchase an additional $75,000,000 in principal amount of these notes. The notes are senior, unsecured obligations, guaranteed by Kimco Realty Corporation. They bear interest at 3.50% per annum, payable semi-annually, and mature on June 15, 2031. Noteholders can exchange their notes under certain conditions, with settlement in cash or a combination of cash and the company's common stock. The initial exchange rate is 30.9028 shares per $1,000 principal amount, implying an initial exchange price of approximately $32.36 per share. The notes are redeemable by the issuer under specific conditions, including liquidity requirements and stock price thresholds, or to maintain REIT status. Holders have the right to require repurchase upon a "Fundamental Change," which includes events like a change in control or significant asset transfer. The indenture outlines events of default, including payment defaults and bankruptcy, which can lead to acceleration of the notes' maturity. A related registration rights agreement obligates the company to file a resale registration statement for the shares issuable upon exchange.