The REITs and Real Estate M&A and Public M&A teams advised RPT Realty (RPT) (NYSE: RPT) in its definitive merger agreement to be acquired by Kimco Realty® (Kimco or the Company) (NYSE: KIM) in an all-stock transaction valued at approximately $2 billion including the assumption of debt and preferred stock. Upon closing, Kimco expects to have a pro forma equity market capitalization of approximately $13 billion and a total enterprise value of approximately $22 billion.

Under the terms of the merger agreement, RPT shareholders will receive 0.6049 of a newly-issued Kimco share for each RPT share they own, representing a total consideration of approximately $11.34 per RPT share based on Kimco’s closing share price on August 25, 2023. This represents a 19% premium to RPT’s closing share price on August 25, 2023. At closing, Kimco stockholders and RPT shareholders are expected to own approximately 92% and 8% of the combined company, respectively. The board of directors of Kimco and the board of trustees of RPT both unanimously approved the transaction. The transaction is expected to close in the beginning of 2024, subject to RPT shareholder approval and other customary closing conditions.

RPT Realty owns and operates a national portfolio of open-air shopping destinations principally located in top U.S. markets. As of June 30, 2023, the company's property portfolio (the "aggregate portfolio") consisted of 43 wholly-owned shopping centers, 13 shopping centers owned through its grocery-anchored joint venture, and 49 retail properties owned through its net lease joint venture, which together represent 14.9 million square feet of gross leasable area (“GLA”). As of June 30, 2023, RPT’s pro-rata share of the aggregate portfolio was 93.2% leased.

The Goodwin team was led by Mark Opper and Blake Liggio and included Eryn Mathews, Caitlin Tompkins, Jessica ParkNeal Sandford, George Davis, Gregg Coughlin, Leon Peschel, Alexandra Denniston, Heather Brookfield, Morgan Frisoli, Zoe Li, Siobhan Murphy, Erin Claywell, Mary McQuinn, Christina Lewis, Caroline Bullerjahn, Jen Luz, Reid Bagwell, Nate Brodeur and Cecelia Lockner.

For additional details on the acquisition, please read the press release.