On October 2, 2008, Kite Realty Group Trust (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Raymond James & Associates, Inc., Citigroup Global Markets Inc. and Banc of America Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to offer and sell 4,750,000 of its common shares of beneficial interest, par value $.01 per share.
The closing of this offering is expected to occur on or about October 7, 2008. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 712,500 common shares of the beneficial interest of the Company. Such option has not yet been exercised. The Company estimates that the net proceeds from this offering, before offering expenses, will be approximately $47.9 million or approximately $55.0 million if the Underwriters' over-allotment option is exercised in full.
The Company intends to use all of the net proceeds from this offering to repay borrowings under its unsecured revolving credit facility, upon which it expects to later draw to fund a portion of its development and redevelopment projects and future acquisitions, to repay outstanding indebtedness, and for working capital and other general corporate purposes.

The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Some of the Underwriters and their affiliates have engaged in investment banking and other commercial dealings in the ordinary course of business with the Company. Certain affiliates of Raymond James & Associates, Inc., Citigroup Global Markets Inc., Banc of America Securities LLC and KeyBanc Capital Markets Inc., four of the Underwriters, are currently lenders under the Company's unsecured revolving credit facility and will therefore receive a portion of the net proceeds from this offering through the partial repayment of indebtedness under the credit facility.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit
No.                                      Description

1.1        Underwriting Agreement, dated October 2, 2008, by and among the Company,
           Kite Realty Group, L.P. and the underwriters named therein

5.1        Opinion of Hogan & Hartson L.L.P. regarding the legality of the common
           shares

8.1        Opinion of Hogan & Hartson L.L.P. regarding certain tax matters

23.1       Consent of Hogan & Hartson L.L.P. (included in Exhibits 5.1 and 8.1)