8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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)

July 27, 2012

RETAIL PROPERTIES OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

Maryland
(State or other
jurisdiction of
incorporation) 001-35481 (Commission File Number) 42-1579325 (IRS Employer
Identification No.)

2901 Butterfield Road, Oak Brook, Illinois	60523
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (630) 218-8000

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 7.01        Regulation FD Disclosure

Attached to this Form 8-K as Exhibit 99.1 is a copy of a mailing from Retail Properties of America, Inc. (the “Company”) to certain of its stockholders in connection with the recommendation of the Company’s Board of Directors (the “Board”) that its stockholders reject an unsolicited tender offer for less than 5% of its shares (the “Tender Offer”), which mailing the Company will begin to send on or about July 27, 2012 and which mailing is incorporated in its entirety into this report.

On July 27, 2012, the Company issued a press release with respect to the recommendation of the Board that its stockholders reject the Tender Offer.  A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this report, including Exhibits 99.1 and 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01        Financial Statements and Exhibits

(d)        Exhibits

The following Exhibits are included with this Report:

99.1Stockholder Mailing of Retail Properties of America, Inc.

99.2Press Release of Retail Properties of America, Inc., dated July 27, 2012

The statements and certain other information contained in this report, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” “position,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.  Such risks and uncertainties could cause actual results to differ materially from those projected.  These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

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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 hereunto duly authorized.

	RETAIL PROPERTIES OF AMERICA, INC.
	(Registrant)
	By:	/s/ Dennis K. Holland
		Dennis K. Holland
Date: July 27, 2012		Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Stockholder Mailing of Retail Properties of America, Inc.
99.2	Press Release of Retail Properties of America, Inc., dated July 27, 2012

EX-99.1

Exhibit 99.1

RETAIL PROPERTIES OF AMERICA, INC. RECOMMENDS

REJECTION OF MINI-TENDER OFFER BY CMG PARTNERS

We are aware that you may have received an unsolicited mini-tender offer by CMG Partners (“CMG”) dated July 9, 2012, to purchase up to 300,000 shares of each class of Retail Properties of America, Inc. (“RPAI”) for the following prices, less the amount of any distributions paid on or after July 9, 2012:

Class A shares of common stock	$8.00/share
Class B-1 shares of common stock	$7.50/share
Class B-2 shares of common stock	$7.00/share
Class B-3 shares of common stock	$6.50/share

It is important to note that RPAI paid a distribution of $0.165625 per share on all classes of outstanding shares on July 10, 2012 and should you choose to accept the offer, CMG will deduct the amount of your July 10, 2012 distribution from your sales proceeds.

CMG’s offer price for the Class A shares of common stock represents a discount of approximately 17% to the $9.67 closing price of the Class A common stock on July 6, 2012, the trading day prior to the commencement of CMG’s mini-tender offer; and its trading range on the NYSE since trading began on April 5, 2012 has been between $8.50 and $9.83 per share as of July 23, 2012.

The terms of the Class B-1 common stock, Class B-2 common stock and Class B-3 common stock are identical in all respects to the Class A common stock, except that the three classes of Class B common stock are not listed on a national securities exchange; however, these shares will automatically convert to Class A common stock and be traded on the NYSE in accordance with the following schedule:

·the Class B-1 common stock will automatically convert into Class A common stock on October 5, 2012;

·the Class B-2 common stock will automatically convert into Class A common stock on April 5, 2013; and

·the Class B-3 common stock will automatically convert into Class A common stock on October 5, 2013.

CMG and its offer are not affiliated with RPAI.  Our Board of Directors has unanimously determined that the offer is not in the best interests of the stockholders. Although each stockholder has his or her individual liquidity needs and must evaluate the offer accordingly, the Board of Directors does not recommend or endorse CMG’s mini-tender offer and suggests that stockholders reject the offer and not tender their shares pursuant to the offer. RPAI strongly recommends investors obtain current market quotes for their shares of common stock, carefully review the conditions of the offer, consult with their broker or financial advisor and exercise caution with respect to CMG’s offer.  If you wish to reject the offer and retain your shares, no action is necessary.

Please note that CMG clearly states in the offer:

·The trading price of the Class A shares is currently higher than the offer price, so you would receive more by transferring your Class A shares to a brokerage account and selling them on the open market.

Retail Properties of America, Inc.   2901 Butterfield Road   Oak Brook, IL 60523   www.rpai.com   800.541.7661

·All dividends made to you with respect to tendered shares on or after July 9, 2012 will belong to CMG and the amount of such dividends will be deducted from your sales proceeds. Thus, $0.165625 per share will be deducted from any sales proceeds.

·CMG is seeking to acquire shares for investment purposes only and may choose to resell some or all of the shares it receives in this offer to another party.

·The offer price was determined by applying a discount to the anticipated future trading price of RPAI and CMG believes that the shares will likely be worth more than the offer price; and therefore, may not represent a fair assessment of the shares’ potential value.

Mini-tender offers are third-party offers to purchase less than 5% of a company’s outstanding shares, thereby avoiding the filing, disclosure and procedural requirements adopted by the Securities and Exchange Commission (“SEC”) for the protection of investors. The SEC has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s Investor Tips regarding mini-tender offers may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.

Should you receive any additional offers from CMG or other parties, please visit the Investor Relations page of our website at www.rpai.com for future company responses.  If you have any questions, please contact our Investor Relations Team at 800.541.7661.

Retail Properties of America, Inc.   2901 Butterfield Road   Oak Brook, IL 60523   www.rpai.com   800.541.7661

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Contact:	Angela Aman, Chief Financial Officer
	(630) 586-6533
	angela.aman@rpai.com

RETAIL PROPERTIES OF AMERICA, INC. RECOMMENDS

REJECTION OF MINI-TENDER OFFER BY CMG PARTNERS

Oak Brook, IL – July 27, 2012 – Retail Properties of America, Inc. (NYSE:RPAI) has been notified of an unsolicited mini-tender offer by CMG Partners (“CMG”) dated July 9, 2012, to purchase up to 300,000 shares of each class of RPAI shares for the following prices, less the amount of any distributions paid on or after July 9, 2012:

Class A shares of common stock	$8.00/share
Class B-1 shares of common stock	$7.50/share
Class B-2 shares of common stock	$7.00/share
Class B-3 shares of common stock	$6.50/share

CMG’s offer price for the Class A shares of common stock represents a discount of approximately 17%  to the $9.67 closing price of the Class A common stock on July 6, 2012, the trading day prior to the commencement of CMG’s mini-tender offer.  As RPAI paid a second quarter distribution of $0.165625 per share on all classes of outstanding shares on July 10, 2012, according to CMG’s offer, this amount will be deducted from  sales proceeds.

RPAI Class A shares of common stock were listed on the NYSE on April 5, 2012.  The terms of the Class B-1 common stock, Class B-2 common stock and Class B-3 common stock are identical in all respects to the Class A common stock, except that these three classes of Class B common stock are not listed on a national securities exchange; however, these shares will automatically convert to Class A common stock and be traded on the NYSE in accordance with the following schedule:

·the Class B-1 common stock will automatically convert into Class A common stock on October 5, 2012;

·the Class B-2 common stock will automatically convert into Class A common stock on April 5, 2013; and

·the Class B-3 common stock will automatically convert into Class A common stock on October 5, 2013.

	Retail Properties of America, Inc.
T: 855.646.7724
www.rpai.com	2901 Butterfield Road
	Oak Brook, IL 60523

Page  2

CMG and its offer are not affiliated with RPAI.  RPAI’s Board of Directors has unanimously determined that the offer is not in the best interests of the stockholders.  Although each stockholder has his or her individual liquidity needs and must evaluate the offer accordingly, the Board of Directors does not recommend or endorse CMG’s mini-tender offer and suggests that stockholders reject the offer and not tender their shares pursuant to the offer.  RPAI strongly recommends investors obtain current market quotes for their shares of common stock, carefully review the conditions of the offer, consult with their broker or financial advisor and exercise caution with respect to CMG’s offer.

Mini-tender offers are third-party offers to purchase less than 5% of a company’s outstanding shares, thereby avoiding the filing, disclosure and procedural requirements adopted by the Securities and Exchange Commission (“SEC”) for the protection of investors. The SEC has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s Investor Tips regarding mini-tender offers may be found on the SEC’s website at http://www.sec.gov/investor/pubs/minitend.htm.

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About RPAI

Retail Properties of America, Inc. (NYSE: RPAI) is a fully integrated, self-administered and self-managed real estate investment trust that owns and operates high quality, strategically located shopping centers across 35 states. The company is one of the largest owners and operators of shopping centers in the United States. Additional information about the company is available at http://www.rpai.com.