Item 8.01 Other Events.
On August 25, 2020, Retail Properties of America, Inc. (the "Company"),
completed its previously announced public offering of $400.0 million aggregate
principal amount of its 4.750% Senior Notes due 2030 (the "Notes"). The Notes
were issued pursuant to an underwriting agreement, dated August 18, 2020 (the
"Underwriting Agreement"), by and among the Company and Citigroup Global Markets
Inc. and Wells Fargo Securities, LLC, as representatives of the several
underwriters named in Schedule 1 thereto (the "Underwriters"), whereby the
Company agreed to sell and the Underwriters agreed to purchase from the Company,
subject to and upon the terms and conditions set forth in the Underwriting
Agreement, the Notes.
The Notes were priced to the public at 98.684% of the principal amount thereof.
The Notes will mature on September 15, 2030, unless earlier redeemed. The net
proceeds to the Company are estimated to be approximately $391.2 million, after
deducting the underwriting discount and estimated offering expenses. The Company
intends to use the net proceeds from the sale of the Notes for the repayment of
debt, including the repayment of its $250.0 million unsecured term loan due 2021
and outstanding borrowings under its $850.0 million unsecured revolving line of
credit, and for general business purposes. Pending such uses, the Company may
invest the net proceeds in short-term, interest-bearing deposit accounts or
interest-bearing U.S. government and government agency securities.
The Notes were issued under an indenture, dated March 12, 2015 (the "Base
Indenture"), as supplemented by the Third Supplemental Indenture, dated as of
August 25, 2020 (the "Supplemental Indenture," and together with the Base
Indenture, the "Indenture") each by and between the Company, as issuer, and U.S.
Bank National Association, as trustee. The offer and sale of the Notes were
registered with the Securities and Exchange Commission (the "Commission")
pursuant to a Registration Statement on Form S-3 (File No. 333-228142) (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). The material terms of the Notes are described in a prospectus
supplement filed by the Company with the Commission on August 19, 2020 pursuant
to Rule 424(b)(5) under the Securities Act.
Copies of the Underwriting Agreement, the Supplemental Indenture and the form of
the Notes are attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively, and
are incorporated herein by reference. The foregoing summaries do not purport to
be complete and are qualified in their entirety by reference to the Underwriting
Agreement, the Second Supplemental Indenture and the form of the Notes.
Additionally, in connection with the filing of the Underwriting Agreement, the
Company is filing the opinion and consent of its counsel, Goodwin Procter LLP,
regarding the legality of the securities being registered as Exhibits 5.1 and
23.1 hereto, respectively, which are incorporated by reference into the
Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1† Underwriting Agreement, dated August 18, 2020, by and among Retail
Properties of America, Inc. and Citigroup Global Markets Inc. and
Wells Fargo Securities, LLC, as representatives of the several
underwriters named in Schedule 1 thereto.
4.1† Third Supplemental Indenture, dated August 25, 2020, by and between
Retail Properties of America, Inc., as issuer, and U.S. Bank National
Association, as trustee.
4.2† Form of 4.750% Senior Notes due 2030 (attached as Exhibit A to the
Second Supplemental Indenture filed as Exhibit 4.1 hereto).
5.1† Opinion of Goodwin Procter LLP.
23.1† Consent of Goodwin Procter LLP (contained in its opinion filed as
Exhibit 5.1 and incorporated herein by reference).
101.SCH† Inline XBRL Taxonomy Extension Schema Document.
101.CAL† Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB† Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE† Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF† Inline XBRL Taxonomy Extension Definition Linkbase Document.
104† Cover Page Interactive Data File (formatted as inline XBRL with
applicable taxonomy extension information contained in Exhibits
101.*).
† Filed Herewith
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