8-K

 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): March 23, 2020

KITE REALTY GROUP TRUST

KITE REALTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

Maryland	1-32268	11-3715772
Delaware	333-20266-01	20-1453863
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

30 S. Meridian Street

Suite 1100

Indianapolis, IN 46204

(Address of principal executive offices) (Zip Code)

(317) 577-5600

(Registrant's telephone number including area code)

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 (see General Instruction A.2. below):

☐ 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
Common Shares, $0.01 par value per share	KRG	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. ☐

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, Kite Realty Group Trust (the “Company”) and its operating partnership Kite Realty Group, L.P. (the “Operating Partnership”) are parties to that certain Fifth Amended and Restated Credit Agreement, dated as of July 28, 2016, as amended, which governs, among other things, the Company’s $600 million unsecured revolving credit facility that matures on April 22, 2022 (the “Credit Facility”). The material terms of the Credit Facility are described in the Current Reports on Form 8-K of the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2016 and April 25, 2018 and the Annual Report on Form 10-K of the Company and the Operating Partnership filed with the SEC on February 20, 2020, which descriptions are incorporated by reference herein.

As of December 31, 2019, there was no balance outstanding under the Credit Facility. On March 23, 2020, the Operating Partnership provided notice to lenders to borrow funds under the Credit Facility bringing the aggregate outstanding balance under the Credit Facility to $300 million.

The Company borrowed funds under the Credit Facility as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. Proceeds from the Credit Facility borrowings may in the future be used for working capital, general corporate or other purposes permitted under the Credit Facility.

Item 7.01.     Regulation FD Disclosure.

On March 27, 2020, the Company issued a press release withdrawing its previously announced 2020 guidance. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements, financial or otherwise, expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to: national and local economic, business, real estate and other market conditions, particularly in light of low growth in the U.S. economy as well as economic uncertainty; financing risks, including the availability of, and costs associated with, sources of liquidity; the Company’s ability to refinance, or extend the maturity dates of, its indebtedness; the level and volatility of interest rates; the financial stability of tenants, including their ability to pay rent and the risk of tenant bankruptcies; the competitive environment in which the Company operates; acquisition, disposition, development and joint venture risks; property ownership and management risks; the Company’s ability to maintain its status as a real estate investment trust for federal income tax purposes; potential environmental and other liabilities; impairment in the value of real estate property the Company owns; the actual and perceived impact of e-commerce on the value of shopping center assets; risks related to the geographical concentration of the Company’s properties in Florida, Indiana, Texas, Nevada and North Carolina; insurance costs and coverage; risks associated with cybersecurity attacks and the loss of confidential information and other business interruptions; other factors affecting the real estate industry generally; and other risks identified in our Annual Report on Form 10-K and, from time to time, in other reports we file with the Securities and Exchange Commission or in other documents that we publicly disseminate. The Company undertakes no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01    Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit Number	Description
99.1	Kite Realty Group Trust Press Release dated March 27, 2020

SIGNATURES

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

	KITE REALTY GROUP TRUST
Date: March 27, 2020	By:	/s/ Scott E. Murray
		Scott E. Murray
		Executive Vice President, General Counsel and Corporate Secretary
	KITE REALTY GROUP, L.P.
	By:	Kite Realty Group Trust, its sole general partner
Date: March 27, 2020	By:	/s/ Scott E. Murray
		Scott E. Murray
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Kite Realty Group Trust Press Release dated March 27, 2020

EX-99.1

PRESS RELEASE

Contact Information: Kite Realty Group Trust

Jason Colton

SVP, Capital Markets & Investor Relations

317.713.2762

jcolton@kiterealty.com

Kite Realty Group Trust Comments on COVID-19

Indianapolis, Indiana, March 27, 2020 - Kite Realty Group Trust (NYSE:KRG) (“KRG”) issued the following statement on the COVID-19 pandemic.

“In the midst of the COVID-19 pandemic, our first priority is the safety of our employees, tenants, stakeholders and communities in which we operate. Our second priority is to stay in close contact with our tenants with the goal of helping them navigate through this unprecedented crisis,” said John A. Kite, Chairman and CEO. “As it relates to KRG, we are grateful for having completed Project Focus in 2019, leaving us with a stronger balance sheet, more liquidity and an improved portfolio.”

Liquidity

On March 23, 2020, we provided notice to lenders to borrow funds under our $600 million Credit Facility, bringing the outstanding balance under the Credit Facility to $300 million. We borrowed funds under the Credit Facility as a precautionary measure in order to increase our cash position and preserve financial flexibility in light of current uncertainty resulting from the COVID-19 pandemic.

KRG has no outstanding debt maturities until 2022 and minimal capital commitments.

Guidance

Due to the borrowing under our Credit Facility and the ongoing uncertainty surrounding the impacts of COVID-19, KRG is withdrawing its previously provided 2020 guidance.

About Kite Realty Group Trust

Kite Realty Group Trust is a full-service, vertically integrated real estate investment trust (REIT) that provides communities with convenient and beneficial shopping experiences. We connect consumers to retailers in desirable markets through our portfolio of neighborhood, community, and lifestyle centers. Using operational, development, and redevelopment expertise, we continuously optimize our portfolio to maximize value and return to our shareholders. For more information, please visit our website at kiterealty.com.

Safe Harbor

Certain statements in this document that are not historical fact may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, performance, transactions or achievements, financial or otherwise, may differ materially from the results, performance, transactions or achievements, financial or otherwise, expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to: national and local economic, business, real estate and other market conditions, particularly in light of low or negative growth in the U.S. economy as well as economic uncertainty; the risk that KRG may not be able to successfully complete the planned dispositions on favorable terms - or at all; financing risks, including the availability of, and costs associated with, sources of liquidity; KRG’s ability to refinance, or extend the maturity dates of, its indebtedness; the level and volatility of interest rates; the financial stability of tenants, including their ability to pay rent and the risk of tenant insolvency or bankruptcies; the competitive environment in which KRG operates; acquisition, disposition, development and joint venture risks; property ownership and management risks; KRG’s ability to maintain its status as a real estate investment trust for federal income tax purposes; potential environmental and other liabilities; impairment in the value of real estate property KRG owns; the actual and perceived impact of e-commerce on the value of shopping center assets; risks related to the geographical concentration of KRG’s properties in Florida, Indiana, Texas, Nevada, and North Carolina; insurance costs and coverage; risks associated with cybersecurity attacks and the loss of confidential information and other business interruptions; and other factors affecting the real estate industry generally. KRG refers you to the documents filed by KRG from time to time with the SEC, specifically the section titled “Risk Factors” in KRG’s and the Operating Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which discuss these and other factors that could adversely affect KRG’s results. KRG undertakes no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

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COVER PAGE COVER PAGE	Mar. 23, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 23, 2020
Entity Registrant Name	KITE REALTY GROUP TRUST
Entity Incorporation, State or Country Code	MD
Entity File Number	1-32268
Entity Tax Identification Number	11-3715772
Entity Address, Address Line One	30 S. Meridian Street
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Indianapolis
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46204
City Area Code	(317)
Local Phone Number	577-5600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, $0.01 par value per share
Trading Symbol	KRG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001286043
Amendment Flag	false
Kite Realty Group, LP
Entity Information [Line Items]
Entity Registrant Name	KITE REALTY GROUP, L.P.
Entity Incorporation, State or Country Code	DE
Entity File Number	333-20266-01
Entity Tax Identification Number	20-1453863
Entity Central Index Key	0001636315