OTHER INFORMATION
−Removed: Not applicable.
+Added: Trading Arrangements
+Added: During the three months ended June 30, 2023, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
+Added: Pan Am Plaza Transaction
+Added: On August 7, 2023, a wholly owned subsidiary of the Company (“KRG Development”) assigned to Pan Am Development Partners, LLC (“Assignee”) certain rights and obligations created by a certain project agreement for the development of a hotel on the Pan Am Plaza site across from the Indiana Convention Center in Indianapolis, IN, including certain future development rights and a right of first offer involving the project (collectively, the “Project Rights and Obligations”).
+Added: Assignee is a wholly owned subsidiary of Circle Block Investors, LLC, the parent company that owns the Conrad Indianapolis hotel, of which Mr.
+Added: Kite, our Chairman Emeritus and the father of John A.
+Added: Kite, is the majority owner, and Mr.
+Added: Kite, our Chief Executive Officer and Chairman of the Board, and Mr.
+Added: McGowan, our President and Chief Operating Officer, are minority owners.
+Added: In connection with the transaction, Assignee assumed all Project Rights and Obligations from and after August 7, 2023 and will pay KRG Development an assignment fee of up to $3.5 million (the “Assignment Fee”), which is due and payable upon the completion of certain development activities that are expected to occur in 2024.
+Added: In connection with the transactions, Mr.
+Added: McGowan expressly acknowledged and agreed that they remain subject to their executive employment agreements with the Company, including, without limitation, the obligation of each executive to devote substantially all his business time and effort to the performance of his duties for the Company.
+Added: Assignee will engage a team of
+Added: full-time professionals to perform the Project Rights and Obligations.
+Added: The transaction was approved by a special transaction committee of the independent trustees of the Company (the “Transaction Committee”) as well as the Company’s independent trustees.
+Added: The Transaction Committee engaged a third-party financial advisor to assist it in determining the net value of the Project Rights and Obligations and establishing the Assignment Fee.
Description Location
3 unchanged sentences
Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 28, 2022
+Added: 10.1 Amendment No.
+Added: 6 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P.
+Added: Filed herewith
31.1 Certification of principal executive officer of the Parent Company required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
21 unchanged sentences
KITE REALTY GROUP TRUST
−Removed: May 3, 2023 By:
+Added: August 7, 2023 By:
Chairman and Chief Executive Officer
(Principal Executive Officer)
−Removed: May 3, 2023 By:
+Added: August 7, 2023 By:
Executive Vice President and Chief Financial Officer
2 unchanged sentences
Kite Realty Group Trust, its sole general partner
−Removed: May 3, 2023 By:
+Added: August 7, 2023 By:
Chairman and Chief Executive Officer
(Principal Executive Officer)
−Removed: May 3, 2023 By:
+Added: August 7, 2023 By:
Executive Vice President and Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.