SEC Comment Letter 0000000000-23-011402 to KIMCO REALTY CORP (KIM, KIM-PL, KIM-PM, KIM-PN) (CIK 0000879101) (KIM)
KIMCO REALTY CORP (KIM, KIM-PL, KIM-PM, KIM-PN) (CIK 0000879101)
Date: Oct. 18, 2023 · CIK: 0000879101 · Accession: 0000000000-23-011402
AI Filing Summary & Sentiment
File numbers found in text: 333-274926
Letter
United States securities and exchange commission logo October 18, 2023 Glenn G. Cohen Chief Financial Officer Kimco Realty Corporation 500 North Broadway, Suite 201 Jericho, NY 11753 Re:Kimco Realty Corporation Registration Statement on Form S-4 Filed October 10, 2023 File No. 333-274926 Dear Glenn G. Cohen: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-4 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE COMPANY MERGER, page 92 1.We note your disclosure on page 28 that each of Kimco and RPT has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Code and intends to continue to do so through the closing date or through the taxable year ending with the company merger, respectively. Additionally, Kimco and RPT intend that Kimco will continue to operate in such a manner after the company merger. We also note your reference to certain material U.S. federal income tax considerations regarding Kimco’s taxation as a REIT on page 94. Please file as an exhibit a tax opinion supporting the tax matters and consequences to the shareholders as described in the filing, or advise how you determined such an opinion is not required. Refer to Item 601(b)(8) of Regulation S-K.
FirstName LastNameGlenn G. Cohen Comapany NameKimco Realty Corporation October 18, 2023 Page 2 FirstName LastName Glenn G. Cohen Kimco Realty Corporation October 18, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Steven R. Green, Esq.
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United States securities and exchange commission logo
October 18, 2023
Glenn G. Cohen
Chief Financial Officer
Kimco Realty Corporation
500 North Broadway, Suite 201
Jericho, NY 11753
Re:Kimco Realty Corporation
Registration Statement on Form S-4
Filed October 10, 2023
File No. 333-274926
Dear Glenn G. Cohen:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE COMPANY
MERGER, page 92
1.We note your disclosure on page 28 that each of Kimco and RPT has operated in a manner
that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes
under the Code and intends to continue to do so through the closing date or through the
taxable year ending with the company merger, respectively. Additionally, Kimco and
RPT intend that Kimco will continue to operate in such a manner after the company
merger. We also note your reference to certain material U.S. federal income tax
considerations regarding Kimco’s taxation as a REIT on page 94. Please file as an exhibit
a tax opinion supporting the tax matters and consequences to the shareholders as described
in the filing, or advise how you determined such an opinion is not required. Refer to Item
601(b)(8) of Regulation S-K.
FirstName LastNameGlenn G. Cohen
Comapany NameKimco Realty Corporation
October 18, 2023 Page 2
FirstName LastName
Glenn G. Cohen
Kimco Realty Corporation
October 18, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Ruairi Regan at 202-551-3269 or Jeffrey Gabor at 202-551-2544 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Steven R. Green, Esq.