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): February 10, 2014 (February 9, 2014)

INLAND DIVERSIFIED REAL ESTATE TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland (State or Other Jurisdiction of Incorporation)	000-53945 (Commission File Number)	26-2875286 (IRS Employer Identification No.)
2901 Butterfield Road Oak Brook, Illinois 60523 (Address of Principal Executive Offices)
(630) 218-8000 (Registrant’s Telephone Number, Including Area Code)
N/A (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:

ý	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý	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))

Item    8.01    Other Events.

On February 9, 2014, Inland Diversified Real Estate Trust, Inc., a Maryland corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kite Realty Group Trust, a Maryland real estate investment trust (“Kite”), and KRG Magellan, LLC, a Maryland limited liability company and a direct wholly owned subsidiary of Kite (“Merger Sub”). The Merger Agreement provides for, upon the terms and subject to the conditions in the Merger Agreement, the merger of the Company with and into Merger Sub, with Merger Sub surviving the Merger (the “Merger”).

A copy of the press release issued by the Company announcing the execution of the Merger Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company prepared an investor presentation with respect to the proposed Merger. A copy of the slides to be used in connection with the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. In addition, the Company prepared an investor Q&A concerning the proposed Merger. A copy of this document is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

The material terms of the Merger Agreement, including the conditions to the proposed Merger, will be described in a subsequent Current Report on Form 8-K.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as “may,” “would,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “seek,” “appears,” or “believe.” Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to obtain stockholder approvals relating to the merger or the failure to satisfy the other conditions to completion of the merger, fluctuations in the per share price of Kite’s common shares, risks related to disruption of management’s attention from the ongoing business operations due to the proposed merger, the effect of the announcement of the proposed merger on the Company’s and Kite’s relationships with their respective customers, tenants, lenders, operating results and businesses generally, the outcome of any legal proceedings relating to the merger, risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all, market and economic challenges experienced by the U.S. economy or real estate industry as a whole, including dislocations and liquidity disruptions in the credit markets, the inability of tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, competition for real estate assets and tenants, impairment charges, the availability of cash flow from operating activities for distributions and capital expenditures, the ability to refinance maturing debt or to obtain new financing on attractive terms, future increases in interest rates, actions or failures by Company’s and Kite’s respective joint venture partners, including development partners, factors that could affect the Company’s and Kite’s respective abilities to qualify as a real estate investment trust, and other factors detailed under “Risk Factors” in the Company’s and Kite’s respective most recent Form 10-Ks and subsequent Form 10-Qs on file with Securities and Exchange Commission.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, the Company undertakes no obligation to publicly update or revise any written or oral forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this press release. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements.

2

Additional Information and Where to Find It

This filing may be deemed solicitation material in respect of the proposed Merger. In connection with the Merger, the Company and Kite expect to prepare and file with the SEC a joint proxy statement and Kite expects to prepare and file with the SEC a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to the proposed acquisition of the Company by Kite. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://www.inlanddiversified.com, and copies of the documents filed by Kite with the SEC are available free of charge on Kite’s website at http://www.kiterealty.com.

Participants in the Solicitation

The Company and Kite and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders and Kite’s shareholders in favor of the proposed Merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Company’s stockholders and Kite’s shareholders in connection with the proposed Merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company’s directors and executive officers in its definitive proxy statement filed with the SEC on April 16, 2013. Information regarding Kite’s trustees and executive officers can be found in its definitive proxy statement filed with the SEC on April 8, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available. These documents are available free of charge on the SEC’s website.

Item     9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit
Number	Description
99.1	Press Release, dated February 10, 2014.
99.2	Investor Presentation.
99.3	Investor Q&A.

3

SIGNATURE

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.

		INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
Date:	February 10, 2014	By:	/s/ Steven T. Hippel
		Name:	Steven T. Hippel
		Title:	Chief Financial Officer

4

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated February 10, 2014.
99.2	Investor Presentation.
99.3	Investor Q&A.

5

EX-99.1

Exhibit 99.1

NEWS RELEASE 2901 Butterfield Road Oak Brook, Ill. 60523 www.inlandgroup.com

Date:February 10, 2014

Contact:Joel Cunningham, Inland Marketing & Communications, Inc.

(630) 586-4897 cunninghamj@inlandgroup.com

Inland Diversified Real Estate Trust, Inc. Announces Agreement to Merge with Kite Realty

Group in a Liquidity Event valued at $2.5 billion

• Merger with Kite Realty Group Trust (NYSE: “KRG”) in an all-stock transaction for Inland Diversified Real Estate Trust, Inc. valued at $2.5 billion, including the sale of our net-leased portfolio to Realty Income

• Inland Diversified stockholders to receive between 1.707 and 1.65 shares of Kite Realty Group at closing

• All or the majority of all net proceeds from Inland Diversified’s previously announced net-leased portfolio sale will be used to pay down debt on existing properties of the combined company, which will facilitate a single, all stock transaction for Inland Diversified stockholders

Oak Brook, IL - Inland Diversified Real Estate Trust, Inc. (“Inland Diversified”) announced today that it has entered into a definitive agreement to merge with Kite Realty Group Trust (“Kite”), valuing Inland Diversified at approximately $2.5 billion, including the sale of our net-leased portfolio to Realty Income.

“We’re excited to see the process we’ve been engaged in culminate in this transformational event for our company and our stockholders,” said Barry Lazarus, president and chief operating officer at Inland Diversified. “This transaction achieves our goal of maximizing value and provides an opportunity for our stockholders to either remain part of the well capitalized combined company or liquidate their investment. It is extremely gratifying for the entire Inland Diversified management team to be part of the successful formation and operation of Inland Diversified, as well as its merger with Kite, a leading shopping center company that is listed on the New York Stock Exchange."

Under the terms of the merger agreement, each outstanding share of Inland Diversified will be converted into the right to receive between 1.707 and 1.65 Kite common shares, based on the per share price of the Kite common shares prior to the special meeting of Inland Diversified stockholders to approve the merger.

Based on the $6.15 closing price for Kite’s common shares as of February 7, 2014, each outstanding share of Inland Diversified would be converted into the right to receive 1.707 Kite common shares. This would result in consideration of $10.50 per share of Inland Diversified and a total return of between 14% for stockholders assuming an investment in August 2012, and 31% for stockholders assuming an investment in September 2009, or an average annualized return of approximately 8%.

Upon consummation, this merger will provide Inland Diversified stockholders with access to full liquidity or the ability to capture future growth potential through holding Kite’s publicly traded stock with no lock-up period. No internalization fees will be paid in connection with this transaction.

Additionally, all or the majority of the net proceeds from Inland Diversified’s previously announced net-leased portfolio sale will be used to pay down debt on existing properties of the combined company, which will facilitate a single, all-stock transaction for Inland Diversified stockholders and allow for individual stockholders to make decisions regarding liquidity.

The transaction has been approved by a special committee of the board of directors of Inland Diversified and is expected to close during the second or third quarter of 2014. The completion of the merger is subject to approvals by both the Inland Diversified and the Kite stockholders and the satisfaction of certain other customary closing conditions and, as a result, it is possible that the timing of the closing of the merger could be delayed.

Independent Advisors

Wells Fargo Securities is acting as financial advisor and Alston & Bird LLP serves as legal counsel to the Special Committee of Independent Directors of Inland Diversified.

About Inland Diversified Real Estate Trust, Inc.

Inland Diversified Real Estate Trust, Inc. is a public, non-listed real estate investment trust focused on acquiring a diversified portfolio of commercial real estate assets in various property categories, including: grocery-anchored shopping centers, necessity-based retail assets, single-tenant office and multi-family assets. For additional information about Inland Diversified, please refer to www.inlanddiversified.com.

Additional Information about the Merger

In connection with the proposed merger, Inland Diversified and Kite expect to prepare and file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to the proposed merger. The joint proxy/prospectus will contain important information about the proposed transaction and related matters. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY INLAND DIVERSIFIED AND KITE WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INLAND DIVERSIFIED, KITE AND THE PROPOSED MERGER.

Investors and stockholders of Inland Diversified and Kite may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by Inland Diversified and Kite with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Inland Diversified with the SEC are also available free of charge on Inland Diversified’s website at www.inlanddiversified.comand copies of the documents filed by Kite with the SEC are available free of charge on Kite’s website at www.kiterealty.com.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

In addition, additional details about the proposed merger can be found in Inland Diversified’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission. Copies can be obtained from the SEC website at www.sec.gov, or on Inland Diversified’s website at www.inlanddiversified.com. Inland Diversified stockholders may also contact Inland Investor Services for additional information by calling 1-800-826-8228 or emailing to Custserve@inlandinvestements.com.

Participants in Solicitation Relating to the Merger

Inland Diversified, Kite and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Inland Diversified’s and Kite’s stockholders in respect of the proposed merger. Information regarding Inland Diversified’s directors and executive officers can be found in Inland Diversified’s definitive proxy statement filed with the SEC on April 16, 2013. Information regarding Kite’s

directors and executive officers can be found in Kite’s definitive proxy statement filed with the SEC on April 8, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger if and when they become available. These documents are available free of charge on the SEC’s website and from Inland Diversified or Kite, as applicable, using the sources indicated above.

Forward Looking Statements

This press release contains “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as “may,” “would,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “seek,” “appears,” or “believe.” Such statements reflect the current view of Inland Diversified with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to obtain stockholder approvals relating to the merger or the failure to satisfy the other conditions to completion of the merger, fluctuations in the per share price of Kite’s common shares could impact the value and return to the Inland Diversified stockholders, risks related to disruption of management’s attention from the ongoing business operations due to the proposed merger, the effect of the announcement of the proposed merger on Inland Diversified’s and Kite’s relationships with their respective customers, tenants, lenders, operating results and businesses generally, the outcome of any legal proceedings relating to the merger, risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all, market and economic challenges experienced by the U.S. economy or real estate industry as a whole, including dislocations and liquidity disruptions in the credit markets, the inability of tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, competition for real estate assets and tenants, impairment charges, the availability of cash flow from operating activities for distributions and capital expenditures, the ability to refinance maturing debt or to obtain new financing on attractive terms, future increases in interest rates, actions or failures by Inland Diversified’s and Kite’s respective joint venture partners, including development partners, factors that could affect Inland Diversified’s and Kite’s respective abilities to qualify as a real estate investment trust, and other factors detailed under “Risk Factors” in Inland Diversified’s and Kite’s respective most recent Form 10-Ks and subsequent Form 10-Qs on file with Securities and Exchange Commission.

Although Inland Diversified believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, Inland Diversified undertakes no obligation to publicly update or revise any written or oral forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this press release. All subsequent written and oral forward-looking statements attributable to Inland Diversified or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements.

EX-99.2

Inland Diversified Merger with Kite Realty Group: Delivering Liquidity and Opportunity February 10, 2014

Disclaimer This is neither an offer to sell nor a solicitation of an offer to buy any security, which can be made only by a prospectus which has been filed or registered with appropriate state and federal regulatory agencies and sold only by broker dealers authorized to do so. Past performance is not a guarantee of future results. When making an investment decision in Inland Diversified Real Estate Trust, Inc. (“Inland Diversified”) investors should not rely on past performance of the REITs or real estate programs sponsored by Inland Real Estate Investment Corporation (“Inland Investments”) to predict future results. An investment in Inland Diversified will not entitle an investor to ownership in any other REIT or investment program sponsored by Inland Investments. All of the properties represented in photos herein are owned by Inland Diversified or its subsidiaries. The companies depicted in the photographs herein may have proprietary interests in their trade names and trademarks and nothing herein shall be considered to be an endorsement, authorization or approval of Inland Diversified or its subsidiaries. Furthermore, none of these companies are affiliated with Inland Diversified or its subsidiaries in any manner. The Inland name and logo are registered trademarks being used under license. This material has been distributed by Inland Securities Corporation, dealer manager for Inland Diversified. Inland Securities Corporation member FINRA/SIPC. Inland Diversified is a part of The Inland Real Estate Group of Companies, Inc., a group of independent legal entities some of which may be affiliates, share some common ownership or have been sponsored and managed by Inland Investments or its subsidiaries. Current publication date: 02/10/14 2

3 Forward-Looking Statements This presentation contains “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as “may,” “would,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “seek,” “appears,” or “believe.” Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to obtain shareholder approvals relating to the merger or the failure to satisfy the other conditions to completion of the merger, fluctuations in the per share price of Kite Realty Group Trust’s (“Kite”) common shares could impact the value and return to the Inland Diversified stockholders, risks related to disruption of management’s attention from the ongoing business operations due to the proposed merger, the effect of the announcement of the proposed merger on the Company’s and Kite ‘s relationships with their respective customers, tenants, lenders, operating results and businesses generally, the outcome of any legal proceedings relating to the merger; risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all, market and economic challenges experienced by the U.S. economy or real estate industry as a whole, including dislocations and liquidity disruptions in the credit markets, the inability of tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, competition for real estate assets and tenants, impairment charges, the availability of cash flow from operating activities for distributions and capital expenditures, the ability to refinance maturing debt or to obtain new financing on attractive terms, future increases in interest rates, actions or failures by the Company’s and Kite’s respective joint venture partners, including development partners, factors that could affect the Company’s and Kite’s respective abilities to qualify as a real estate investment trust, and other factors detailed under “Risk Factors” in the Company’s and Kite’s respective most recent Form 10-Ks and subsequent Form 10-Qs on file with Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, the Company undertakes no obligation to publicly update or revise any written or oral forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this presentation. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements.

4 Merger Agreement with Kite Realty Group • $2.5 billion(1) merger with Kite Realty Group Trust (NYSE: KRG) (“Kite”) – Equity consideration of $1.2 billion • Inland Diversified stockholders will receive between 1.707 and 1.65 shares of Kite at closing based on per share price of Kite shares • Proceeds from previously announced triple net leased portfolio sale to Realty Income will be used to pay down debt of new, combined company * Single, all stock transaction for Inland Diversified stockholders (1) $2.5 billion transaction value including the sale of our single-tenant portfolio that has been contracted for sale to Realty Income.

Inland Diversified Timeline • Capital raise: August 2009 – August 2012 • Raised $1.1 billion in investor capital • Purchased $2.3 billion in assets • Full invested portfolio as of 09/30/13 included: – 143 properties in 31 states – 12.4 million square feet – 444 apartment units – 97.3% average occupancy • Announced sale of single tenant, net-leased properties on 12/17/13 – $503 million in assets – Sold to Realty Income Corporation (NYSE: O) – First tranche closed on 01/31/14 5

Kite Realty Group Company Overview • Full service, vertically-integrated real estate company • Primarily engaged in ownership, operation, development, construction and acquisition of high-quality neighborhood and community shopping centers • 97% of Kite’s operating portfolio in Midwest, Southeast and Texas markets Company Overview NYSE Ticker: KRG Founded: 1971 Headquarters: Indianapolis, IN Portfolio: 74 properties Owned Square Footage: 10.1 MSF Market Cap: $845 Million Total Enterprise Value: $1.8 Billion 52 week high/low: $6.91/$5.27 6

7 Delivering Stockholder Value Total transaction value per share: • At the closing of the merger, each Inland Diversified Share will be converted into between 1.707 and 1.65 Kite shares based on the following exchange ratios: – 1.707 Kite shares, if the Kite Reference Price (as defined below) is $6.36 or less (equates to a per Inland Diversified share value of $10.50 based on Kite’s closing price of $6.15 on Friday, February 7, 2014) – Floating ratio between 1.707 and 1.65 Kite shares that equates to a per Inland Diversified share value of $10.85, if the Kite Reference Price is between $6.36 and $6.58 – 1.65 Kite shares, if the Kite Reference Price is equal to or greater than $6.58 • The “Kite Reference Price” is the volume-weighted average price for Kite for the ten consecutive trading days ending on the third day before Inland Diversified’s shareholder meeting.

8 Delivering Stockholder Value $9.00 $9.50 $10.00 $10.50 $11.00 $11.50 $12.00 $5. 8 5 $5. 9 0 $5. 9 5 $6. 0 0 $6. 0 5 $6. 1 0 $6. 1 5 $6. 2 0 $6. 2 5 $6. 3 0 $6. 3 5 $6. 3 6 $6. 3 7 $6. 3 8 $6. 3 9 $6. 4 0 $6. 4 1 $6. 4 2 $6. 4 3 $6. 4 4 $6. 4 5 $6. 4 6 $6. 4 7 $6. 4 8 $6. 4 9 $6. 5 0 $6. 5 1 $6. 5 2 $6. 5 3 $6. 5 4 $6. 5 5 $6. 5 6 $6. 5 7 $6. 5 8 $6. 6 0 $6. 6 5 $6. 7 0 $6. 7 5 $6. 8 0 $6. 8 5 $6. 9 0 $6. 9 5 $7. 0 0 I- D IV I m p lie d Valu e Kite Reference Price I-Diversified Implied Value based on Kite Reference Price Declining Ratio Kite Price $6.58 $10.85 Kite Price $6.36 $10.85

9 Delivering Stockholder Value • Inland Diversified is delivering income and growth in a shorter lifecycle – Based on closing price of Kite shares on Friday, February 7, 2014: • A total return of between 14% for stockholders assuming an investment in August 2012, and 31% for stockholders assuming an investment in September 2009 • An average annualized return of approximately 8% – $164.37 million in distributions paid since inception – Approximately 18 months from close of capital raise to announcement of liquidity event • No internalization fees • Provides stockholders with a choice: – Immediate liquidity upon conversion of Inland Diversified shares into Kite shares – No lock-up – Potential for longer-term growth with Kite

10 Projected Merger Timeline Next 4 to 6 months • Merger is subject to stockholder approval by stockholders of both companies • Inland Diversified monthly distributions continue at 6%, subject to board approval • Proxy statement to be sent to Inland Diversified stockholders in connection with stockholder approval of merger • Special meeting of Inland Diversified stockholders to approve the merger • Close merger after receipt of stockholder approval by both companies and the satisfaction of other customary closing conditions

11 Key Takeaways • Strong total return • Single, all-stock transaction • Provides stockholder choice and flexibility • No internalization fees • Merger expected to close during the second or third quarter of 2014 • Demonstrating a smaller, quicker non-traded REIT model

12 In connection with the proposed merger, the Company and Kite Realty Group (“KRG”) expect to prepare and file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to the proposed merger. The joint proxy/prospectus will contain important information about the proposed transaction and related matters. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY AND KRG WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, KRG AND THE PROPOSED MERGER. Investors and stockholders of the Company and KRG may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by the Company and KRG with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at www.inlanddiversified.com and copies of the documents filed by KRG with the SEC are available free of charge on KRG’s website at www.kiterealtygroup.com. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Participants in Solicitation Relating to the Merger The Company, KRG and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s and KRG’s stockholders in respect of the proposed merger. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement filed with the SEC on April 16, 2013. Information regarding KRG’s directors and executive officers can be found in KRG’s definitive proxy statement filed with the SEC on April 8, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger if and when they become available. These documents are available free of charge on the SEC’s website and from the Company or KRG, as applicable, using the sources indicated above. Additional Information

EX-99.3

Exhibit 99.3

IDIV Liquidity Event Q & A

TRANSACTION

1. Who is Kite Realty Group Trust?

Kite Realty Group Trust (NYSE: KRG) (“Kite”) is a full-service, vertically integrated real estate investment trust engaged in the ownership, operation, management, leasing, acquisition, construction, redevelopment and development of neighborhood and community shopping centers in selected markets in the United States. At December 31, 2013, Kite owned interests in a portfolio of 72 operating and redevelopment properties totaling approximately 12.4 million square feet and two properties currently under development totaling 0.8 million square feet. Kite is based in Indianapolis, Indiana.

2. What will happen to my Inland Diversified shares?

Your Inland Diversified shares will be converted into the right to receive New York Stock Exchange listed Kite shares at the ratio of between 1.707 and 1.65 Kite shares for every one Inland Diversified share. The exact exchange ratio will be determined based on the volume-weighted average per share price of the Kite shares for the 10-day trading period ending on the third day prior to the special meeting of the Inland Diversified stockholders to approve the merger.

For a detailed discussion of the merger, the merger agreement and the impact of the merger on your Inland Diversified shares, including the exchange ratio, please see Inland Diversified’s Current Report on Form 8-K filed with the SEC on February 10, 2014. This Current Report on Form 8-K is available from the SEC website at www.sec.gov or on Inland Diversified’s website at www.inlanddiversified.com.

3. What happened to the single tenant, net-leased property deal with Realty Income Corporation?

We are still working diligently to complete the sale of our single-tenant, net-leased properties to Realty Income, which we refer to as the net-lease sale. The first group of properties closed on schedule in January, and the second group of properties are on track to close sometime later in the first quarter. All, or the majority of all, of the proceeds from the net-lease sale will be used to pay down debt for the properties of the combined company.

4. You announced that you intended to pay a special distribution to the stockholders last month. Am I still getting the special distribution?

No. All, or the majority of all, of the proceeds will be used to pay down debt of the combined company. This will facilitate a single-transaction liquidity event for Inland Diversified stockholders, instead of having multiple payouts or combinations of cash and/or stock.

5. Why are you doing this transaction now?

This transaction is the culmination of the process Inland Diversified (and its board of directors led by a special committee of independent directors) has been engaged in since early last year. It allows our stockholders the opportunity to either remain a part of the combined, publicly traded company, or to liquidate their investment by selling the Kite shares they receive in the merger.

6. Now that an agreement has been signed, what happens next?

The stockholders will be asked to vote on the merger at a special meeting of the Inland Diversified stockholders. You will receive a proxy statement soliciting your vote for the merger in the coming months.

7. What is the required stockholder vote?

With regard to Inland Diversified, the merger needs a simple majority (more than 50% of the outstanding shares) to be approved. The transaction also requires approval from holders of two-thirds of Kite’s outstanding shares.

8. How long will this transaction take? When will I get my stock?

The deal is anticipated to take 4 to 6 months to complete and is subject to the approval by both the Inland Diversified and Kite stockholders and the satisfaction of other customary closing conditions, including the closing of the net-lease sale. See “Process” below for a discussion on how to obtain your Kite shares after the consummation of the merger.

9. Will Inland Diversified continue to pay its monthly distribution until close during this period?

Yes, if such dividends are declared by Inland Diversified’s board of directors. The Merger Agreement allows Inland Diversified to continue to pay monthly dividends at its historical rate.

10. How many shares of stock will I get?

Inland Diversified stockholders will receive between 1.707 and 1.65 Kite shares for every 1 share of Inland Diversified stock they own. The exact number of Kite shares each 1 share of Inland Diversified stock will be converted into is dependent on the volume-weighted average per share price of the Kite shares for the 10-day trading period ending on the third day prior to the date of the special meeting of the Inland Diversified stockholders to approve the merger. As discussed above, for additional information regarding the exchange ratio, please see Inland Diversified’s Current Report on Form 8-K filed with the SEC on February 10, 2014.

11. I don’t understand how my Inland Diversified shares will convert into Kite Shares.

At the closing of the merger and by operation of the merger, your shares will automatically be converted into the right to receive the Kite shares. In order to receive your Kite shares, you will be required to surrender your Inland Diversified shares by executing and delivering a letter of transmittal. See “Process” below for a more detailed discussion on how to obtain your Kite shares in the merger.

12. Upon completion of the exchange, what will happen to any fractional shares I have of Inland Diversified?

You will only be entitled to receive whole Kite shares and any fractional shares resulting from the conversion of your Inland Diversified shares to Kite shares will be paid out in cash.

13. How much are the shares in Kite worth?

Since Kite shares are publicly traded, their value fluctuates day-to-day and intra-day as well. Furthermore and as discussed above, the number of Kite shares you will receive for each 1 Inland Diversified share will change depending on the volume-weighted average per share price of the Kite shares for the 10-day trading period ending on the third day prior to the special meeting of the Inland Diversified stockholders to approve the merger.

On February 7, 2014, the last trading day prior to the merger announcement, the per share closing price for Kite shares was $6.15. Based on this price, each Inland Diversified share would be converted into the right to receive 1.707 Kite shares, which would equate to a value (based on this closing price) of $10.50 per Inland Diversified share.

14. Is the share price of Kite going to change?

Yes. It is a publicly traded stock, so it regularly fluctuates in price like all publicly traded securities.

15. I don’t want stock. Can I get all cash?

Stockholders can get cash by selling the Kite shares they receive in the merger. While some stockholders may wish to sell, others may wish to hold on to their shares of the merged company. Before doing anything, stockholders are strongly encouraged to discuss their options with their financial and tax advisor(s).

PROCESS

16. How will I get my Kite shares of stock?

Following completion of the merger, you will receive: (a) a letter of transmittal in customary form and (b) instructions for surrendering your book-entry shares in exchange for the Kite shares.  Upon the surrender of your book-entry shares pursuant to a validly executed letter of transmittal, you will receive the Kite shares.  We expect that Kite’s third party transfer agent will record the issuance of the Kite shares to you on its stock records in book-entry form

17. Is there paperwork required?

Yes, you will need to complete a letter of transmittal, which you will receive after the closing of the merger.

18. Will I get a physical stock certificate?

We expect that Kite’s third party transfer agent will record the issuance of the Kite shares to you on its stock records in book-entry form.

19. What is my proof of ownership for Kite shares?

After the closing of the merger and upon the surrender of your Inland Diversified shares pursuant to a validly executed letter of transmittal, you will receive confirmation from Kite’s third party transfer agent of the number of Kite shares you own.

20. I already have a brokerage account and I need assistance getting my Kite shares into the brokerage account.

Please contact your financial advisor for assistance.

21. Will I have a tax consequence from this transaction?

The receipt of Kite shares in the merger will not be a taxable event for Inland Diversified stockholders. Any tax related matters will be reported to stockholders during the normal course of business at the end of the year via a Form 1099. In the meantime, stockholders can consult with their financial and tax advisors.

22. Should I sell my Kite shares or do you think I should keep them?

The answer to this question depends on each individual stockholder’s situation, and should be discussed with their financial and tax advisors. We cannot dispense such advice.

23. Does Kite pay a dividend to stockholders?

Kite pays a quarterly dividend.

24. Is there a guaranteed value of the Kite shares that I will receive in the merger?

Since the Kite shares are publicly traded, the value of these shares will fluctuate both prior to closing, which may impact the number of Kite shares you will receive in the merger, and after closing. The stock market in general, and the market for the stocks of REITs in particular, has experienced significant price and volume fluctuations that sometimes have been unrelated or disproportionate to the operating performance of those companies. As a result, there is no guaranteed value of the Kite shares that you will receive in the merger.

25. My shares are held at Onaga (or any other custodian holding qualified funds). Will they hold my stock in Kite?

Yes, your custodian will hold shares in Kite.

26. Can Onaga (or any other custodian) sell the stock I receive? What do I need to do?

The majority of custodians can sell stock held in a publicly traded company on an exchange such as the New York Stock Exchange. Please contact your financial advisor or your custodian directly for assistance. Your custodian may have additional paperwork required in order for them to act on a request to sell stock.

Additional Information about the Merger

In connection with the proposed merger, Inland Diversified and Kite expect to prepare and file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to the proposed merger. The joint proxy/prospectus will contain important information about the proposed transaction and related matters. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY INLAND DIVERSIFIED AND KITE WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INLAND DIVERSIFIED, KITE AND THE PROPOSED MERGER.

Investors and stockholders of Inland Diversified and Kite may obtain free copies of the joint proxy statement/prospectus and other relevant documents filed by Inland Diversified and Kite with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Inland Diversified with the SEC are also available free of charge on Inland Diversified’s website at www.inlanddiversified.com and copies of the documents filed by Kite with the SEC are available free of charge on Kite’s website at www.kiterealty.com.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Participants in Solicitation Relating to the Merger

Inland Diversified, Kite and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Inland Diversified’s and Kite’s stockholders in respect of the proposed merger. Information regarding Inland Diversified’s directors and executive officers can be found in Inland Diversified’s definitive proxy statement filed with the SEC on April 16, 2013. Information regarding Kite’s directors and executive officers can be found in Kite’s definitive proxy statement filed with the SEC on April 8, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger if and when they become available. These documents are available free of charge on the SEC’s website and from Inland Diversified or Kite, as applicable, using the sources indicated above.

Forward Looking Statements

This investor Q&A contains “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements may be identified by terminology such as “may,” “would,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “seek,” “appears,” or “believe.” Such statements reflect the current view of Inland Diversified with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to obtain stockholder approvals relating to the merger or the failure to satisfy the other conditions to completion of the merger, fluctuations in the per share price of Kite’s common shares could impact the value and return to the Inland Diversified stockholders, risks related to disruption of management’s attention from the ongoing business operations due to the proposed merger, the effect of the announcement of the proposed merger on Inland Diversified’s and Kite’s relationships with their respective customers, tenants, lenders, operating results and

businesses generally, the outcome of any legal proceedings relating to the merger, risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all, market and economic challenges experienced by the U.S. economy or real estate industry as a whole, including dislocations and liquidity disruptions in the credit markets, the inability of tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, competition for real estate assets and tenants, impairment charges, the availability of cash flow from operating activities for distributions and capital expenditures, the ability to refinance maturing debt or to obtain new financing on attractive terms, future increases in interest rates, actions or failures by Inland Diversified’s and Kite’s respective joint venture partners, including development partners, factors that could affect Inland Diversified’s and Kite’s respective abilities to qualify as a real estate investment trust, the uncertainties that may affect the ability of the parties to satisfy conditions to closing, determinations relating to the use of proceeds from the transaction, general economic conditions, unforeseen events affecting the real estate industry or particular markets, and other factors detailed under “Risk Factors” in the Inland Diversified’s and Kite’s respective most recent Form 10-Ks and subsequent Form 10-Qs on file with Securities and Exchange Commission.

Although Inland Diversified believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, Inland Diversified undertakes no obligation to publicly update or revise any written or oral forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this investor Q&A. All subsequent written and oral forward-looking statements attributable to Inland Diversified the Company or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements.