At the RPAI special meeting, RPAI stockholders will be asked to vote on (i) a proposal to approve the Merger Agreement and the Merger on substantially the terms set forth in the Merger Agreement (the 'RPAI Merger Proposal'), (ii) a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to RPAI's named executive officers in connection with the Merger (the 'RPAI Compensation Proposal'), and (iii) a proposal to approve one or more adjournments of the RPAI special meeting, if necessary or appropriate, to solicit additional proxies in favor of the RPAI Merger Proposal if there are insufficient votes at the time of such adjournment to approve the RPAI Merger Proposal (the 'RPAI Adjournment Proposal'). Increase the number of authorized Kite Realty common shares (the 'Kite Realty Declaration of Trust Amendment Proposal'), and (iii) a proposal to approve one or more adjournments of the Kite Realty special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Kite Realty Share Issuance Proposal if there are insufficient votes at the time of such adjournment to approve the Kite Realty Share Issuance Proposal (the 'Kite Realty Adjournment Proposal'). We urge you to obtain current market quotations of Kite Realty common shares and RPAI common stock. The value of the consideration will fluctuate with changes in the market prices of Kite Realty common shares and RPAI common stock. Based on the closing price of Kite Realty common shares on the NYSE of $18.94 on August 18, 2021, the latest practicable date prior to the date of this joint proxy statement/prospectus, the merger consideration represented approximately $11.80 for each share of RPAI common stock. Based on the closing price of Kite Realty common shares on the NYSE of $20.83 on July 16, 2021, the last trading day before public announcement of the Merger, the merger consideration represented approximately $12.98 for each share of RPAI common stock. Kite Realty common shares and RPAI common stock are each traded on the NYSE under the ticker symbols 'KRG' and 'RPAI,' respectively. The exchange ratio is fixed, other than certain customary adjustments, and will not be adjusted to reflect market price changes prior to the closing of the Merger.
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Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the 'Effective Time'), each share of Class A common stock, par value $0.001 per share, of RPAI ('RPAI common stock') issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.623 common shares of beneficial interest of Kite Realty, par value $0.01 per share ('Kite Realty common shares'), plus the right, if any, to receive cash in lieu of fractional Kite Realty common shares into which such shares of RPAI common stock would have been converted pursuant to the terms and subject to the conditions set forth in the Merger Agreement. Immediately following the closing of the Merger, Merger Sub will merge 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. Pursuant to the Merger Agreement, Kite Realty and RPAI will combine through a merger of RPAI with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Kite Realty (the 'Merger'). (the 'RPAI Board'), a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes ('RPAI'), each have approved a definitive Agreement and Plan of Merger, dated as of J(as may be amended or modified from time to time, the 'Merger Agreement'), by and among Kite Realty, KRG Oak, LLC, a Maryland limited liability company and a wholly owned subsidiary of Kite Realty ('Merger Sub'), and RPAI. The board of trustees of Kite Realty Group Trust (the 'Kite Realty Board'), a Maryland real estate investment trust ('Kite Realty'), and the board of directors of Retail Properties of America, Inc.
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