UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On July 21, 2020, Retail Properties of America, Inc. (the “Company”) completed its previously announced public offering of $100.0 million aggregate principal amount of its 4.00% Senior Notes due 2025 (the “Notes”) pursuant to an underwriting agreement, dated July 17, 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 constitute a further issuance of, and form a single series with, the Company’s outstanding 4.00% Senior Notes due 2025 issued on March 12, 2015 in the principal amount of $250.0 million (the “Initial Notes”). The Notes will have substantially identical terms as the Initial Notes, will be treated as a single series of securities with the Initial Notes under the Indenture (as defined below) and will have the same CUSIP number as the Initial Notes. Holders of the Notes and the Initial Notes will vote as one class under the Indenture. Including the Notes issued in this offering, the aggregate principal amount of the outstanding notes of this series is $350.0 million.
The Company offered the notes at 99.010% of the principal amount thereof. The net proceeds to the Company are estimated to be approximately $97.4 million, after deducting the underwriting discount, structuring fees and estimated offering expenses. This amount excludes the amounts payable to the Company with respect to accrued interest on the Notes from and including March 15, 2020, to, but excluding, July 21, 2020. The Company intends to use the net proceeds of the offering to repay 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 First Supplemental Indenture, dated March 12, 2015 (the “First Supplemental Indenture”), as further supplemented by the Second Supplemental Indenture, dated July 21, 2020 (the “Second Supplemental Indenture” and together with the Base Indenture and the First Supplemental 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 July 20, 2020 pursuant to Rule 424(b)(5) under the Securities Act.
Copies of the Underwriting Agreement, the Second 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 |
| † | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RETAIL PROPERTIES OF AMERICA, INC. | ||||||
| (Registrant) | ||||||
| By: | /s/ Julie M Swinehart | |||||
| Julie M. Swinehart | ||||||
| Date: July 21, 2020 | Executive Vice President, Chief Financial Officer and Treasurer | |||||