UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 8.01 Other Events.
As previously disclosed, on October 22, 2021, Kite Realty Group Trust (“Kite Realty”) completed its merger transaction with Retail Properties of America, Inc. (“RPAI”) pursuant to which RPAI merged with and into KRG Oak, LLC, a wholly owned subsidiary of Kite Realty (“Merger Sub”), with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Kite Realty (the “Merger”), and immediately following the closing of the Merger, Merger Sub merged with and into Kite Realty Group, L.P., the operating partnership of Kite Realty (“Kite Realty Operating Partnership”), so that all of the assets of Kite Realty continue to be owned at or below the Kite Realty Operating Partnership level. Kite Realty and Kite Realty Operating Partnership are filing this Current Report on Form 8-K to provide updated financial information as set forth under Item 9.01 below.
Item 9.01 Financial Statements and Exhibits.
The audited consolidated financial statements of RPAI as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018, the notes related thereto, and the Independent Registered Public Accounting Firm Report of Deloitte & Touche LLP, dated February 17, 2021, are filed herewith as Exhibit 99.1 and are incorporated into this Item 9.01 by reference.
The unaudited condensed consolidated financial statements of RPAI as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020, and the notes related thereto, are filed herewith as Exhibit 99.2 and are incorporated into this Item 9.01 by reference.
Kite Realty’s unaudited pro forma condensed combined financial statements as of and for the nine months ended September 30, 2021 and for the year ended December 31, 2020, after giving effect to the Merger, are filed herewith as Exhibit 99.3 and are incorporated into this Item 9.01 by reference.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KITE REALTY GROUP TRUST | ||
| Date: November 12, 2021 | 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 | ||