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):  August 3, 2021

WEINGARTEN REALTY INVESTORS

(Exact name of Registrant as Specified in Charter)

Texas	1-9876	74-1464203
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2600 Citadel Plaza Drive, Suite 125, Houston, Texas 77008

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:  (713) 866-6000

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:

☐
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(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.03 per share	WRI	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 to not 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 2.01. Completion of an Acquisition or Disposition of Assets.

On August 3, 2021, Weingarten Realty Investors, a Texas real estate investment trust (the “Company”), completed its previously announced merger with Kimco Realty Corporation, a Maryland corporation (“Kimco”), pursuant to the Agreement and Plan of Merger, dated as of April 15, 2021 (the “Merger Agreement”), by and between the Company and Kimco.  Upon the terms and subject to the conditions of the Merger Agreement, on August 3, 2021, at the effective time of the Merger (the “Effective Time”), the Company merged with and into Kimco (the “Merger”), with Kimco continuing as the surviving corporation of the Merger.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each common share of beneficial interest, par value $0.03 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive (i) $2.20 in cash (the “Cash Consideration”) and (ii) 1.408 shares of common stock, par value $0.01 per share, of Kimco (together with cash in lieu of fractional shares, the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”). No fractional shares of Kimco common stock were issued in the Merger, and the Company’s shareholders became entitled to receive cash in lieu of fractional shares.  As a result of the Merger, the Company’s former common shareholders will receive approximately 180 million shares of Kimco common stock for their Company common shares.

In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, each award of restricted Company common shares outstanding immediately prior to the Effective Time became fully vested, with any applicable performance goals deemed satisfied at the target level, and was cancelled and converted into the right to receive the Merger Consideration with respect to each Company common share subject to such Company restricted share award.

The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 3, 2021, the Company notified the New York Stock Exchange (“NYSE”) that the Merger had been completed and requested that NYSE (i) suspend trading of the Company’s common shares on NYSE effective as of the open of business on August 4, 2021, (ii) withdraw the NYSE Common Stock from listing on NYSE and (iii) file with the Securities and Exchange Commission (the “SEC”) a notification of delisting and deregistration of the NYSE Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Additionally, the Company intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of the Company’s common shares and the suspension of the Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act as promptly as practicable.

The information set forth under Item 2.01 of this Report is incorporated by reference into this Item 3.01.

Item 3.03. Material Modification to Rights of Security Holders.

At the Effective Time, shareholders of the Company immediately prior to the completion of the Merger ceased to have any rights as shareholders of the Company other than the right to receive the Merger Consideration in accordance with the Merger Agreement.

The information set forth in Item 2.01 and Item 3.01 of this Report is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 2.01 and Item 3.01 of this Report is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 3, 2021, effective upon consummation of the Merger, the Company’s trust managers and executive officers ceased serving in such capacities.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 3, 2021, the Company held a special meeting of shareholders (the “Special Meeting”).  At the Special Meeting, Company shareholders voted on a proposal to approve the Merger Agreement (the “Merger Proposal”) and a proposal to approve, by advisory (nonbinding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger (the “Compensation Proposal”).  The proposals listed below are described in more detail in the Company’s and Kimco’s joint proxy statement/prospectus, filed with the SEC on June 25, 2021.  Of the 127,643,617 Company common shares issued and outstanding as of the close of business on June 21, 2021, the record date for the Special Meeting, shareholders holding a majority of the Company common shares entitled to vote were present or represented by proxy at the Special Meeting, constituting a quorum for all matters to be presented at the Special Meeting.

Proposal 1 – Merger Proposal

The Merger Proposal was approved by the following vote:

For	Against	Abstain	Broker Non-Votes
100,442,813	450,024	295,038	N/A

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Proposal 2 – Compensation Proposal

The Compensation Proposal was not approved.

For	Against	Abstain	Broker Non-Votes
44,668,619	55,992,090	527,166	N/A

Proposal 3 – Adjournment Proposal

In connection with the Special Meeting, the Board of Trust Managers of the Company also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of such adjournment to approve the Merger Proposal. The adjournment proposal was not submitted to Company shareholders for approval at the Special Meeting because the Company shareholders approved the Merger Proposal, as noted above.

Item 7.01. Regulation FD Disclosure.

On August 4, 2021, Kimco issued a press release announcing the completion of the Merger, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Title
2.1	Agreement and Plan of Merger, dated as of April 15, 2021, by and between Kimco Realty Corporation and Weingarten Realty Investors (incorporated by reference to Exhibit 2.1 to Kimco Realty Corporation’s Current Report on Form 8-K filed on April 15, 2021).*
99.1	Press Release, dated August 4, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.  The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

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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.

Date: August 4, 2021	KIMCO REALTY CORPORATION
	(as successor by merger to Weingarten Realty Investors)
	By:	/s/ Glenn G. Cohen
		Glenn G. Cohen
		Chief Financial Officer

[Signature Page to Weingarten Closing 8-K]

EX-99.1

Exhibit 99.1

Listed on the New York Stock Exchange (KIM) NEWS RELEASE

Kimco Realty and Weingarten Realty Investors Announce Closing of Merger

- Solidifies Position as the Preeminent National Open-Air, Grocery-Anchored REIT –

JERICHO, N.Y., August 4 2021—Kimco Realty Corp. (NYSE: KIM), one of North America’s largest publicly traded owners and operators of open-air, grocery-anchored shopping centers and mixed-use assets, and Weingarten Realty Investors (NYSE: WRI), a grocery-anchored Sun Belt shopping center owner, manager and developer, today announced the completion of their previously announced merger, whereby Weingarten Realty Investors merged with and into Kimco Realty Corp., with Kimco continuing as the surviving public company.  The transaction brings together two industry-leading retail real estate platforms with highly complementary portfolios, creating the preeminent open-air, grocery-anchored shopping center and mixed-use real estate owner in the country. The increased scale in targeted growth markets, coupled with a broader pipeline of redevelopment opportunities, positions the company to create significant value for its stockholders.

“We are pleased to announce the successful completion of our merger with Weingarten,” stated Conor Flynn, Chief Executive Officer of Kimco. “This strategic combination, designed to drive long-term growth and value creation, results in an expanded and more diversified portfolio with embedded growth opportunities while further strengthening our financial profile.  We look forward to the rapid integration of our platforms across our key Sun Belt markets, the realization of significant economies of scale, and the extraordinary potential of untapped redevelopment opportunities.”

As a result of this transaction, Kimco anticipates it will incur merger-related costs in the range of $50 million to $60 million, or an impact of approximately $(0.09) to $(0.11) per diluted share on Net Income and Funds From Operations (FFO) available to common shareholders during the third quarter. The company will provide an update to its full year 2021 outlook to incorporate the impact of the merger, including the merger-related costs, on Net Income and FFO when it reports third quarter earnings.

The completion of the transaction follows the satisfaction of all conditions to the closing of the merger, including receipt of approvals of the merger by Kimco stockholders and Weingarten shareholders. Pursuant to the terms of the definitive merger agreement entered into by and between Kimco and Weingarten on April 15, 2021, Weingarten shareholders are entitled to receive 1.408 newly issued shares of Kimco common stock plus $2.20 in cash, after adjustment for the Weingarten special dividend of $0.69 per Weingarten common share paid on August 2, for each Weingarten common share that they owned immediately prior to the effective time of the merger. The common stock of the combined company will trade under the symbol “KIM” on the NYSE, and Weingarten’s common shares will be suspended from trading on the NYSE effective as of the opening of trading on August 4, 2021.

Barclays and Lazard acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal advisor to Kimco in connection with the merger. J.P. Morgan acted as exclusive financial advisor and Dentons acted as legal advisor to Weingarten.

Listed on the New York Stock Exchange (KIM) NEWS RELEASE

About Kimco

Kimco Realty Corp. (NYSE:KIM) is a real estate investment trust (REIT) headquartered in Jericho, N.Y. that is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and mixed-use assets. The company’s portfolio is primarily concentrated in the first-ring suburbs of the top major metropolitan markets, including those in high barrier-to-entry coastal markets and rapidly expanding Sun Belt cities, with a tenant mix focused on essential, necessity-based goods and services that drive multiple shopping trips per week. Kimco is also committed to leadership in environmental, social and governance (ESG) issues and is a recognized industry leader in these areas.  Publicly traded on the NYSE since 1991, and included in the S&P 500 Index, the company has specialized in shopping center ownership, management, acquisitions, and value enhancing redevelopment activities for more than 60 years. As of June 30, 2021, the company owned interests in 398 U.S. shopping centers and mixed-use assets comprising 70 million square feet of gross leasable space. For further information, please visit www.kimcorealty.com

The company announces material information to its investors using the company’s investor relations website (investors.kimcorealty.com), SEC filings, press releases, public conference calls, and webcasts. The company also uses social media to communicate with its investors and the public, and the information the company posts on social media may be deemed material information. Therefore, the company encourages investors, the media, and others interested in the company to review the information that it posts on the social media channels, including Facebook (www.facebook.com/KimcoRealty), Twitter (www.twitter.com/kimcorealty), YouTube (www.youtube.com/kimcorealty) and LinkedIn (www.linkedin.com/company/kimco-realty-corporation). The list of social media channels that the company uses may be updated on its investor relations website from time to time.

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Listed on the New York Stock Exchange (KIM) NEWS RELEASE

Safe Harbor Statement

This communication contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Kimco Realty Corporation (“KIM”) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions.  Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may,” “projects,” “could,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words.  Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties, which include, without limitation, risks and uncertainties associated with: failure to realize the expected benefits of the merger; significant transaction costs and/or unknown or inestimable liabilities related to the merger; the risk of shareholder litigation in connection with the merger; the risk that WRI’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company; the possibility that, if KIM does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of KIM’s common stock could decline; general adverse economic and local real estate conditions; the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to KIM; KIM’s ability to raise capital by selling its assets;  changes in governmental laws and regulations and management’s ability to estimate the impact of such changes; the level and volatility of interest rates and management’s ability to estimate the impact thereof; pandemics or other health crises, such as coronavirus disease 2019 (COVID-19); the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations; valuation and risks related to KIM’s joint venture and preferred equity investments; valuation of marketable securities and other investments, including the shares of Albertsons Companies Inc. common stock held by KIM; increases in operating costs; changes in the dividend policy for KIM’s common and preferred stock and KIM’s ability to pay dividends; the reduction in KIM’s income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center; impairment charges; unanticipated changes in KIM’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity; and other risks and uncertainties, including those described from time to time under the caption “Risk Factors” and elsewhere in KIM’s Securities and Exchange Commission (“SEC”) filings and reports, including KIM’s Annual Report on Form 10-K for the year ended December 31, 2020, and subsequent Quarterly Reports on Form 10-Q.  Moreover, other risks and uncertainties of which KIM is not currently aware may also affect KIM’s forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated.  The forward-looking statements made in this press release are made only as of the date hereof or as of the dates indicated in the forward-looking statements. KIM does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

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CONTACT:

David F. Bujnicki

Senior Vice President, Investor Relations and Strategy

Kimco Realty Corporation1-866-831-4297

dbujnicki@kimcorealty.com

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Document and Entity Information	Aug. 03, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 03, 2021
Entity Registrant Name	WEINGARTEN REALTY INVESTORS
Entity Incorporation, State or Country Code	TX
Entity File Number	1-9876
Entity Tax Identification Number	74-1464203
Entity Address, Address Line One	2600 Citadel Plaza Drive
Entity Address, Address Line Two	Suite 125
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77008
City Area Code	713
Local Phone Number	866-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000828916
Title of 12(b) Security	Common Shares of Beneficial Interest, par value $0.03 per share
Trading Symbol	WRI
Security Exchange Name	NYSE