CIK	0001636315
DocumentType	8-K
AmendmentFlag	false
DocumentPeriodEndDate	March 16, 2021
EntityAddressLineOne	30 S. Meridian Street
EntityAddressLineTwo	Suite 1100
EntityAddressCityorTown	Indianapolis
EntityAddressStateorProvince	IN
EntityAddressPostalZipCode	46204
CityAreaCode	317
LocalPhoneNumber	577-5600
WrittenCommunication	false
SolicitingMaterial	false
Pre-commencement Tender Offer	false
Pre-commencement Issue Tender Offer	false
EntityEmergingGrowthCompany	false

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March ~~September 15~~16, ~~2016~~2021

KITE REALTY GROUP TRUST

KITE REALTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

Maryland	1-32268	~~001~~11-~~32268~~3715772	~~11-3715772~~
Delaware	333-20266-01	~~333~~20-~~202666-01~~1453863	~~20-1453863~~
(State or other jurisdiction	(Commission	(~~Commission~~IRS Employer	~~(IRS Employer~~
of incorporation)	File Number)	~~File~~Identification Number)	~~Identification Number)~~

30 S. Meridian Street

Suite 1100

Indianapolis, IN 46204

(Address of principal executive offices) (Zip Code)

(317) 577-5600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Securities ~~8.01.~~registered ~~Other~~pursuant ~~Events.~~to Section 12(b) of the Act:

On September 15, 2016, Kite Realty Group, L.P. (the “Operating Partnership”), the operating partnership of Kite Realty Group Trust (the “Company”), priced an offering (the “Offering”) of $300 million aggregate principal amount of 4.000% Senior Notes due 2026 (the “Notes”). The Notes will be issued at 99.599% of par value with a 4.000% coupon. Interest on the Notes is payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2017. The Notes will mature on October 1, 2026. The Offering is currently expected to close on September 26, 2016, subject to customary closing conditions.

Title of each class	Trading Symbol	Name of exchange on which registered
Common Shares, $0.01 par value per share	KRG	New York Stock Exchange

~~The~~Indicate ~~Operating~~by ~~Partnership~~check ~~intends~~mark whether ~~to use $200 million of~~ the ~~net~~registrant ~~proceeds~~is ~~from~~an ~~the~~emerging ~~Offering~~growth tocompany ~~pay~~as ~~off~~defined ~~its~~in ~~$200~~Rule ~~million~~405 ~~term~~of ~~loan maturing July 1, 2019 (or January 1, 2020 if~~ the ~~six-month~~Securities ~~extension~~Act ~~option~~of ~~was~~1933 ~~exercised)~~(§230.405 ~~The Operating Partnership intends to use the remaining net proceeds for general corporate purposes, which may include the repayment~~ of ~~amounts~~this chapter) ~~outstanding~~or ~~under~~Rule ~~its~~12b-2 ~~unsecured revolving credit facility and other outstanding indebtedness, acquisitions~~ of ~~additional properties, capital expenditures,~~ the ~~expansion,~~Securities ~~redevelopment~~Exchange ~~and/or~~Act ~~improvement~~ of ~~properties~~1934 in(§240.12b-2 ~~its~~of ~~portfolio,~~this ~~working capital and other general purposes~~chapter).

InEmerging ~~connection~~growth ~~with the Offering, the Operating Partnership entered into an Underwriting Agreement (the “Underwriting Agreement”) with U.S. Bancorp Investments,~~company Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (the “Underwriters”). The Underwriting Agreement contains customary representations, warranties and covenants by the Operating Partnership, customary conditions to closing, other obligations of the parties and termination provisions. Additionally, the Operating Partnership has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make because of any of those liabilities.¨

~~The~~If ~~foregoing~~an ~~description~~emerging isgrowth company, aindicate ~~summary~~by ofcheck ~~the~~mark ~~Underwriting~~if ~~Agreement~~the ~~and~~registrant ~~does~~has elected not ~~purport~~ to beuse ~~a complete statement of~~ the ~~parties’~~extended ~~rights~~transition ~~and~~period ~~obligations~~for ~~thereunder.~~complying ~~The~~with ~~foregoing~~any new ~~description~~or isrevised ~~qualified~~financial inaccounting ~~its~~standards ~~entirety~~provided bypursuant ~~reference~~ to ~~the~~Section 13(a) ~~full text~~ of the ~~Underwriting~~Exchange ~~Agreement, a copy of which is attached as Exhibit 99~~Act.~~1 to this Current Report on Form~~ ~~8-K and incorporated by reference herein.~~¨

~~The~~Item ~~Offering of the Notes was made pursuant to a shelf registration statement on Form S-3 (File No~~8. ~~333-202666-~~01), ~~which~~Other ~~became effective upon filing with the Securities and Exchange Commission (the “SEC”) on March 11, 2015~~Events. ~~A prospectus supplement, dated September 15, 2016, relating to the Notes and supplementing the prospectus dated March 11, 2015 was filed with the SEC on September 16, 2016.~~

~~Item~~Exchangeable ~~9.01.~~Senior ~~Financial~~Notes ~~Statements~~due ~~and Exhibits.~~2027

On March 16, 2021, Kite Realty Group, L.P. (dthe “Issuer”) ~~Exhibits~~, the operating partnership through which Kite Realty Group Trust (the “Company”) conducts all of its activities and holds substantially all of its assets and liabilities, commenced an offering (the “Offering”) pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of $175 million in aggregate principal amount of exchangeable senior notes due 2027 (the “Notes”). The Notes will be exchangeable into cash up to the principal amount of the Notes exchanged and, if applicable, cash or common shares of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares”), or a combination thereof. On March 16, 2021, the Company and the Issuer issued a press release pursuant to Rule 135c under the Securities Act regarding commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1.

Exhibit Number		Description
5.1		Opinion of Hogan Lovells US LLP
23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
99.1		Underwriting Agreement, dated September 15, 2016, by and among the Operating Partnership and U.S. Bancorp Investments, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters listed on Schedule 1 attached thereto.

In connection with the pricing of the Notes, the Issuer expects to enter into privately negotiated capped call transactions with certain counterparties, which may include certain of the initial purchasers or their respective affiliates. The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes,the number of Common Shares underlying the Notes. The capped call transactions are generally expected to reduce the potential dilution to Common Shares upon any exchange of the Notes and/or offset any cash payments the Issuer is required to make in excess of the principal amount of such exchanged Notes, as the case may be, with such reduction and/or offset subject to a cap.

2Item 9.01 Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Exhibit Number		Description
99.1		Press release, dated March 16, 2021
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

	KITE REALTY GROUP TRUST
Date: September 16, 2016	By:	/s/ Daniel R. Sink
		Daniel R. Sink
		Executive Vice President and
		Chief Financial Officer
	KITE REALTY GROUP, L.P.
	By:	Kite Realty Group Trust, its sole general partner
	By:	/s/ Daniel R. Sink
		Daniel R. Sink
		Executive Vice President and
		Chief Financial Officer

SIGNATURES

3Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

	KITE REALTY GROUP TRUST


Date: March 16, 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

Date: March 16, 2021	By:	/s/ Heath R. Fear
		Heath R. Fear Executive Vice President and Chief Financial Officer

Exhibit Number		Description
5.1		Opinion of Hogan Lovells US LLP
23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
99.1		Underwriting Agreement, dated September 15, 2016, by and among the Operating Partnership and U.S. Bancorp Investments, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters listed on Schedule 1 attached thereto.

Filing Compare · Kite Realty Group, L.P.