UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Fourth Amendment to Sixth Amended and Restated Credit Agreement
On July 28, 2025, Kite Realty Group Trust, a Maryland real estate investment trust (“Kite Realty”), and Kite Realty Group, L.P., a Delaware limited partnership and the operating partnership of Kite Realty (the “Operating Partnership”), entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement (as defined below) with KeyBank National Association (“KeyBank”), as administrative agent, and the lenders party thereto. The Fourth Amendment amends that certain Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”), among the Operating Partnership (as successor by merger to Retail Properties of America, Inc.), as borrower, KeyBank, as administrative agent, and the lenders from time to time party thereto, which provides for (i) a $1.1 billion senior unsecured revolving credit facility (the “Revolving Facility”) with a scheduled maturity date of October 3, 2028 and (ii) a $300 million senior unsecured term loan (the “$300M Term Loan”) with a scheduled maturity date of July 29, 2029.
The Fourth Amendment provides for certain pricing adjustments applicable to each of the Revolving Facility and the $300M Term Loan, including, among other things, (i) the elimination of the 0.10% SOFR spread adjustment for all loans and (ii) with respect to the $300M Term Loan, a decrease in the interest rate margin from a range of 1.15% to 2.20% to a range of 0.75% to 1.60%, in each case, with the applicable margin level determined according to the credit rating of the Operating Partnership.
The forgoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Third Amendment to Term Loan Agreement
On July 28, 2025, Kite Realty and the Operating Partnership entered into the Third Amendment (the “Third Amendment”) to the Term Loan Agreement (as defined below) with KeyBank, as administrative agent, and the lenders party thereto. The Third Amendment amends that certain Term Loan Agreement, dated as of October 25, 2018 (as amended, the “Term Loan Agreement”), by and among the Operating Partnership, as borrower, KeyBank, as administrative agent, and the lenders from time to time party thereto, which provides for a $250 million unsecured term loan (the “$250M Term Loan”) with a scheduled maturity date of October 24, 2027.
The Third Amendment provides for the elimination of the 0.10% SOFR spread adjustment component of the interest rate applicable to the $250M Term Loan.
The forgoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Certain of the lenders under the Credit Agreement and Term Loan Agreement or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business for Kite Realty, its subsidiaries (including the Operating Partnership) and certain of its affiliates for which they receive customary fees and commissions.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Exhibits. |
(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: July 30, 2025 | 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 | ||