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): November 13, 2012

RETAIL PROPERTIES OF AMERICA, INC.

(exact name of registrant as specified in charter)

Maryland	001-35481	42-1579325
(State or other jurisdiction of incorporation)	(Commission File Number)	(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):

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

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

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

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

Item 7.01 Regulation FD Disclosure.

Retail Properties of America, Inc. (the “Company”) first used the material attached hereto as Exhibit 99.1 on November 13, 2012 as part of the Company’s investor relations program. A copy of this material is being posted on the Company’s website, www.rpai.com.

The information in this report, including Exhibit 99.1, 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:

99.1 Presentation Materials of Retail Properties of America, Inc.

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/ Dennis K. Holland
		Dennis K. Holland
Date: November 13, 2012		Executive Vice President, General Counsel and Secretary

EX-99.1

Investor Presentation

November 2012

Exhibit 99.1

Disclaimer

2

Investment Highlights

Large, diversified, high quality retail portfolio

Significant ability to enhance value through additional occupancy

growth

Diversified base of value-oriented retail tenants

Opportunity to enhance portfolio and balance sheet through

dispositions of non-core and non-strategic assets

Attractive

dividend

yield

of

5.3%

¹

Enhanced and streamlined operating platform

Experienced management team with proven track record

1

Based on November 7, 2012 closing price of $12.49 and an annualized dividend of $0.6625 per share based on third quarter dividend of $0.165625 per share.  Each dividend is determined

quarterly by the Company’s Board of Directors, at its discretion

3

Executing a strategic growth plan to strengthen the Company’s retail

Executing a strategic growth plan to strengthen the Company’s retail

portfolio, improve its balance sheet, and

portfolio, improve its balance sheet, and

streamline its operating platform

streamline its operating platform

Reported 3Q12 Operating FFO of $0.21 per share

Reported YTD same store NOI growth of +2.3% year-over-year

Increased retail portfolio percent leased 250 bps year-over-year to 91.1% and increased retail

portfolio occupancy 220 bps year-over-year to 88.4%

Executed 166 new and renewal retail leases for 1 M square feet of space, a 41% increase over

2Q12

¹

Generated positive comparable cash leasing spreads of 12.7% on new leases and 5.0% on renewal

leases,

for

a

blended

spread

of

5.9%

¹

Completed the sale of 18 non-core and non-strategic assets for $190.5 M.  Year-to-date the

company

has

completed

$262.3

M

²

in

asset

sales

Subsequent to quarter-end, the Class B-1 common shares converted to Class A shares and the

company successfully addressed all remaining 2012 debt maturities

Strong 3Q12 Financial & Operational

Performance

4

1

Including our pro rata share of JV properties

2

Includes earnouts, pad sales, a deed-in-lieu transaction, and three single-tenant retail properties that were sold subsequent to quarter-end for a gross sales price of $33.4 M.

Positive results reflect successful implementation

Positive results reflect successful implementation

of strategic plans

of strategic plans

241

Number of properties

Consolidated retail operating property summary

33.5 M square feet

Gross leasable area (GLA)

Location

35 states

Average portfolio age

~10 years

Occupancy / percent leased

88.4%

/

91.1%

²

Annualized base rent (ABR)

$424.3

M

/

$437.4

M

²

ABR per square foot

$14.31 / $14.32

²

Breakdown based on GLA

Number of tenants

~1,500 Tenants

Largest tenant

3.3% of ABR

Non-retail portfolio based on ABR

10

office

and

2

industrial

properties

³

5

RPAI at a Glance

Excludes one single-user retail property classified as held for sale as of September 30, 2012

Includes leases signed but not commenced for over 900,000 square feet of GLA representing $13.1 M of annualized base rent at lease commencement

Excludes one office property classified as held for sale as of September 30, 2012

1

2

3

High geographic diversity

Strong multi-tenant 3-mile demographics in top 50 MSAs

Significant presence in top MSAs

Breakdown based on GLA

68% of multi-tenant ABR located in top 50 Metropolitan

Statistical Areas (MSAs)

Gross Leasable Area (GLA)

More than 5 M sq.ft.

1–5 M sq.ft.

Less than 1M sq.ft.

1.7 M sq.ft

7.0 M sq.ft.

1.8 M sq.ft.

1.6 M sq.ft.

2.3 M sq.ft.

6

Large Diversified Retail Portfolio

—

Average population of 89,765

—

Expected population growth of 6.6% over the next

five years

—

Average household income of $83,198

Over 90% of multi-tenant assets located in markets outside of

the top 50 MSAs are anchored by:

—

Target, Home Depot, Kohl’s, Wal-Mart, Best Buy,

Lowe’s; or

—

A national or regional grocer

Strategically located assets diversified by geography, retail property type,

Strategically located assets diversified by geography, retail property type,

and tenant base

and tenant base

Excludes one single-user retail property classified as held for sale as of September 30, 2012

1

Power center

–

Summerville, SC

GLA: 272,000 sq.ft.

Leased :  99.2%

ABR per leased sq.ft.: $13.47

Community

center

–

Newport

News,

VA

GLA: 306,000 sq.ft.

Leased :  97.1%

ABR per leased sq.ft.: $17.12

Community center

–

Denton, TX

GLA: 339,000 sq.ft.

Leased :  98.2%

ABR per leased sq.ft.: $14.65

Lifestyle

center

–

Southlake,

TX

GLA:

840,000 sq.ft.

Leased:  88.5%

ABR per leased sq.ft.: $27.96

Power center –

Temecula, CA

GLA: 293,000 sq.ft.

Leased :  96.3%

ABR per leased sq.ft.: $12.48

Community center –

Chicago, IL

GLA: 261,000 sq.ft.

Leased :  95.4%

ABR per leased sq.ft.: $22.14

Power center –

Seattle, WA

GLA: 303,000 sq.ft.

Leased :  99.0%

ABR per leased sq.ft.: $11.96

Lifestyle center –

Plano, TX

GLA: 391,000 sq.ft.

Leased :  94.5%

ABR per leased sq.ft.: $25.86

Southlake Town Square

Denton Town Crossing

Commons at Temecula

Northgate North

The Brickyard

Azalea Square

Jefferson Commons

Shops at Legacy

7

Representative Properties

1

Includes our pro rata share of unconsolidated joint ventures

2

Includes leases signed but not commenced

3

Includes only leases commenced

8

Maximizing NOI Through Internal Growth

Enhancing Portfolio Value

Positioning RPAI for long-term value creation

Positioning RPAI for long-term value creation

Client-focused organization with significant local and regional on-the-ground presence

19 strategically located property management offices

Over 180 employees dedicated to operations, including over 80 property managers and

senior leasing agents with an average of 15 years experience in the industry

GLA

(000s sq.ft.)

Regional breakdown

10,629

7,457

8,568

6,883

ABR

($000s)

$136,340

102,088

102,172

83,709

Total

33,537

$424,309

Note: Reflects consolidated retail operating portfolio

Headquarters

Regional offices

Local offices

West

East

South

North

9

National Platform with Local Focus

Experienced and talented employee base

Experienced and talented employee base

with nationwide coverage

with nationwide coverage

Salt Lake City

Plano

Atlanta

Oak Brook

Baltimore

Diversified Base of Value-Oriented

Retail Tenants

Approximately 1,500 tenants with

approximately 3,200 leases

29 tenants each lease space at

more than 15 of our locations,

representing 8.8 M square feet

Over 90% of our shopping centers

anchored or shadow-anchored by

retailers selling basic household

goods or clothing

Shadow anchors provide

additional stability and traffic

generation

—

For example, we have 43 Target,

18 Home Depot and 13 Wal-

Mart shadow anchors

10

Rank

Tenant

# of Stores

GLA(000s)

ABR(000s)

% of Retail ABR

1

Best Buy Co, Inc.

30

1,070

$   14,569

3.3%

2

Ahold USA, Inc.

11

661

13,004

3.0%

3

The TJX Companies Inc.

47

1,241

11,771

2.6%

4

Bed Bath & Beyond Inc.

36

872

11,309

2.6%

5

Rite Aid Corporation

35

425

10,399

2.4%

6

Ross Stores, Inc.

40

1,038

10,270

2.3%

7

PetSmart, Inc.

39

707

9,839

2.2%

8

The Home Depot, Inc.

9

1,097

9,135

2.1%

9

The Sports Authority, Inc.

17

690

7,952

1.8%

10

SUPERVALU INC.

10

562

7,705

1.7%

11

Pier 1 Imports, Inc.

37

378

7,055

1.6%

12

Michaels Stores, Inc.

30

611

6,859

1.6%

13

Publix Super Markets Inc.

15

634

6,703

1.5%

14

Edwards Theaters, Inc.

2

219

6,558

1.5%

15

Dicks Sporting Goods, Inc.

13

568

6,525

1.5%

16

Wal-Mart Stores, Inc.

6

903

5,984

1.4%

17

Kohl's Corporation

10

849

5,826

1.3%

18

Office Depot, Inc.

21

420

5,512

1.3%

19

Staples, Inc.

18

342

4,687

1.1%

20

Rave Cinemas, LLC

2

162

4,626

1.1%

Total

428

13,449

$ 166,288

37.9%

1

Represents retail operating portfolio including our pro rata share of unconsolidated joint ventures

Top

20

retail

tenants

represent

37.9%

of

retail

ABR

¹

Diversity reduces risk

Diversity reduces risk

of overexposure

of overexposure

Dominant Grocery Anchors Drive Traffic

Portfolio has strong line-up of grocery anchors

—

74 of our 193 multi-tenant retail properties

1

are anchored or shadow-anchored

by a grocery store, and an additional 50 properties have a non-traditional

grocery component

2

Annual grocer sales average $25.2 M

3

or $501 per square foot, translating into

an estimated 18,000

4

shopper visits per week

1

Includes wholly-owned and unconsolidated joint ventures

2

Non-traditional component is defined as stores containing a Wal-Mart or Target branded location

3

Includes only tenants that report sales

4

Estimate of shopper visits based on $26.78 sales per customer transaction (source: www.fmi.org “FMI Facts & Figures”)

11

Non-Core and Non-Strategic Disposition Program

Strengthening Balance Sheet

Asset Type

Estimated Closing

Estimated Sale Proceeds

Year-to-date

1

Various

Closed

$262 M

Aon Office Building

Non-core office

Q4

$145 M -

$160 M

Other (including

remaining Mervyns)

Various

Q4

$43 M -

$128 M

Total

$450 M -

$550 M

1

Includes pad sales, earnouts, and the GMAC deed-in-lieu transaction through November 5, 2012

2012

disposition

program

includes

$450

-

$550

M

of

non-core

and

non-strategic

dispositions,

of

which $262 M has closed year-to-date, with over $200 M under contract or LOI

Planned dispositions will refocus RPAI on multi-tenant retail through the sales of our largest

industrial

asset,

our

largest

office

asset,

and

over

half

of

our

single-tenant

retail

portfolio

Estimated

net

proceeds

from

4Q12

dispositions

of

$100

M

-

$200

M

will

further

de-lever

the

balance

sheet and improve risk profile

12

Capital Markets &

Financial Update

13

Financial and Operational Goals

89.4%

90.6%

1

94% -

95%

2.3%

2

0.7%

2

2% -

3% at

stabilized occupancy

Less than 10% secured

debt per year

0%

18%

Goal

3

rd

Quarter 2012

Year End 2008

11%

4

27%

8%

7.3x

3

Reduce Combined Net Debt to

Combined Adjusted EBITDA to

6.0 –

7.0x

9.9x

3

14

Strong results represent a foundation for growth

Strong results represent a foundation for growth

1

2.2 million square feet of GLA was returned via big box retailer bankruptcies during 2009

2

3Q12 represents YTD year-over-year growth rate. Year-end 2008 represents full year, year-over-year, growth rate

3

For purposes of these ratio calculations, annualized three months ended figures were used. For 2008 the ratio is as of December 31, 2009, the first period for which the metric was reported

4

Forward twelve month maturities from 10/1/12 to 9/30/13

Historical Leverage Profile

Total Consolidated Debt ($M)

Combined Net

Debt / Combined

Adjusted EBITDA

9.9x

8.3x

7.3x

8.2x

15

Improving our risk profile by reducing leverage

Improving our risk profile by reducing leverage

is a top priority

is a top priority

Over $1.2 B of Capital Raised in 2012

Raised $293 M of common equity and began trading on the NYSE

in early April

Closed a new $650 M unsecured credit facility in February,

comprised of a $350 M revolver and a $300 M term loan

—Available borrowings can increase to $850 M in certain

circumstances

—In 3Q12, we entered into an interest rate swap transaction to fix

the variable rate portion of the term loan at 0.54% through

February 2016 (spread on the line of credit was 2.25%)

Originated ten mortgages totaling $281 M at a weighted average

interest rate of 4.53% and a weighted average term of 9.4 years

Strengthening Balance Sheet

16

Providing financial flexibility to enhance balance sheet

Providing financial flexibility to enhance balance sheet

and position RPAI for growth

and position RPAI for growth

Capital Structure Positioned for Growth

1

This mezzanine debt is open for prepayment in 1Q13, subject to a prepayment penalty

Amount

Interest

Capitalization ($M)

Credit statistics

$235

Unsecured Revolving

Line of Credit

2.50%

300

Unsecured Term Loan

1

2.79%

2,272

Mortgage Debt

6.11%

125

Mezzanine Debt

1

12.80%

$2,932

Total Debt

5.77%

(107)

Less Cash

$2,825

Net Debt

Combined Net Debt to

Combined Adjusted EBITDA

7.3x

Fixed Rate Debt

91.6%

Weighted Average Maturity

5.5 years

Weighted Average Interest

Rate

5.77%

Strong liquidity position, with $107 M of cash and 

$115 M of availability on the unsecured line of credit

at September 30, 2012

Additional deleveraging is expected to come from the

continued lease-up of the portfolio and the execution

of the non-core and non-strategic disposition program

17

Objective of becoming an investment grade borrower

Objective of becoming an investment grade borrower

Manageable Near-Term Debt Maturities

Debt Maturity Profile ($M)

Weighted

average interest

rate

5.21%

6.84%

4.68%

3.23%

6.87%

18

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

$1,100

$1,200

$1,300

$1,400

2013

2014

2015

2016

Thereafter

Mortgages payable

Notes payable

Credit facility

$276

9.4%

$207

7.0%

$706

24.1%

$348

11.9%

$1,334

45.5%

$125 M

of 12.8% mezzanine

notes are prepayable

in

February 2013

As of October 1, all 2012 debt maturities had been addressed

As of October 1, all 2012 debt maturities had been addressed

Note:  Debt maturities as of November 5, 2012, excludes  a $27 M non-recourse mortgage payable  which matured in 2010

Experienced Management Team

Executive

Experience

Steven P. Grimes

President

& Chief Executive Officer

Former experience as Chief Operating Officer & Chief

Financial Officer

Director with the mortgage brokerage firm of Cohen

Financial

Senior Manager with Deloitte & Touche

Named to the Board in March 2011

Shane C. Garrison

EVP

Chief Operating Officer

& Chief Investment Officer

Vice President of Asset Management of RPAI US

Management LLC

Head of Asset Management for ECI Properties

General Manager of the Midwest region for Circuit City

Angela Aman

EVP

Chief Financial Officer

& Treasurer

Former Director of Capital Markets

Portfolio Manager at RREEF

Investment Banker for Deutsche Bank

Niall J. Byrne

EVP

& President of

Property Management

Senior Vice President of RPAI Holdco Management LLC

Vice President of Asset Management of American

Landmark Properties, Ltd.

Senior Vice President / Director of Operations for

Providence Management Company, LLC

Dennis K. Holland

EVP

General Counsel

& Secretary

Associate Counsel for The Inland Real Estate Group, Inc.

Deputy General Counsel with Heller Financial, Inc.

Subsequently employed by GE Capital following the

acquisition of Heller Financial

Dedicated

Management Team

19

Average 22+ years of real

estate industry experience

Successfully navigated most

recent economic crisis

Senior executive focus on

operations

In-house management and

leasing

APPENDIX

NON-GAAP RECONCILIATIONS

20

Non-GAAP Financial Measures

A-1

Reconciliation of NOI to Net Income

A-2

Reconciliation

of

Operating

FFO

¹

A-3

Reconciliation of Combined

Adjusted EBITDA

A-4

Reconciliation of Combined Net Debt to

Combined Adjusted EBITDA

A-5