Kite Realty Group Trust and Retail Properties of America have entered into a definitive merger agreement under which RPAI would merge into a subsidiary of KRG, with KRG continuing as the surviving public company. The transaction will create a top five shopping center REIT by enterprise value, with the combined company expected to have an equity market capitalization of $4.6 billion and a total enterprise value of $7.5 billion upon the closing, assuming a KRG share price of $20.83, which was the closing price on July 16, 2021. 

The combined company will have an operating portfolio of 185 open-air shopping centers comprising approximately 32 million square feet of owned gross leasable area. These properties are primarily located in "Warmer and Cheaper" metro markets in the US with 70% of centers by annualized base rent having a grocery component. 

Under the terms of the merger agreement, each RPAI common share will be converted into 0.6230 newly issued KRG common shares in a 100% stock-for-stock transaction. Based on the closing share price for KRG on July 16, 2021, this represents a 13% premium to RPAI's closing stock price on July 16, 2021. On a pro forma basis, following the closing of the transaction, KRG shareholders are expected to own approximately 40% of the combined company's equity and RPAI shareholders are expected to own approximately 60%.