Form 8-K - Current report

 

 

 

 

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):
June 7, 2024

 

KITE REALTY GROUP TRUST

KITE REALTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

 

Maryland	001-32268	11-3715772
Delaware	333-202666-01	20-1453863
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

 

30 S. Meridian Street, Suite 1100, Indianapolis, IN 46204 

(Address of principal executive offices) (Zip Code)

 

[phone]

(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 Instructions A.2.):

 

¨      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		Name of each exchange on which registered
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 8.01

Other Events.

 

Dividend Reinvestment and Share Purchase Plan

 

On June 7, 2024, Kite Realty Group Trust (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement dated June 7, 2024 related to the Company’s Dividend Reinvestment and Share Purchase Plan.

 

In connection with the filing of the prospectus supplement, Hogan Lovells US LLP delivered its legality opinion with respect to the public offering of 500,000 of the Company's common shares of beneficial interest to be issued pursuant to the Dividend Reinvestment and Share Purchase Plan. A copy of the legality opinion is attached hereto as Exhibit 5.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
5.1		Opinion of Hogan Lovells US LLP regarding the legality of the common shares registered
23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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: June 7, 2024	By:	/s/ HEATH R. FEAR
		Heath R. Fear
		Executive Vice President and Chief Financial Officer
	KITE REALTY GROUP, L.P.
	By:	Kite Realty Group Trust, its sole general partner
	By:	/s/ HEATH R. FEAR
		Heath R. Fear
		Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

Exhibit 5.1

 

Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T [phone] F [phone] www.hoganlovells.com

 

June 7, 2024

 

Board of Trustees

Kite Realty Group Trust

30 S. Meridian Street, Suite 1100

Indianapolis, IN 46204

 

To the addressee referred to above:

 

We are acting as counsel to Kite Realty Group Trust, a Maryland real estate investment trust (the “Company”), in connection with the public offering of up to 500,000 of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), all of which Shares may be offered and sold by the Company from time to time in accordance with the Company’s Dividend Reinvestment and Share Purchase Plan (the “Plan”) as described in the prospectus supplement dated June 7, 2024 (the “Prospectus Supplement”) and the accompanying prospectus dated June 7, 2024 (together with Prospectus Supplement, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3, as amended (No. 333-280024) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

 

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement of Declaration of Trust, as amended and supplemented. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

This opinion letter is based as to matters of law solely on the applicable provisions of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended, and applicable provisions of the Maryland General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.

 

Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Berlin Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com

 

 

Board of Trustees Kite Realty Group Trust

2

June 7, 2024

 

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) issuance and sale of the Shares in accordance with the terms of the Plan as contemplated by the Registration Statement, and (ii) receipt by the Company of the consideration specified in the Plan, the Shares will be validly issued, fully paid, and nonassessable.

 

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares pursuant to the Plan, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

 

	Very truly yours,
	/s/ Hogan Lovells US LLP
	HOGAN LOVELLS US LLP

 

 

 

 

Cover	Jun. 07, 2024
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 07, 2024
Entity File Number	001-32268
Entity Registrant Name	KITE REALTY GROUP TRUST
Entity Central Index Key	0001286043
Entity Tax Identification Number	11-3715772
Entity Incorporation, State or Country Code	MD
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
Kite Realty Group L P [Member]
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 07, 2024
Entity File Number	333-202666-01
Entity Registrant Name	KITE REALTY GROUP, L.P.
Entity Central Index Key	0001636315
Entity Tax Identification Number	20-1453863
Entity Incorporation, State or Country Code	DE
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
Entity Emerging Growth Company	false

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