| Item 1.01 | Entry into a Material Definitive Agreement. |
| Item 2.03 | Creation of Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
On April 5, 2019, Retail Properties of America, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with the various purchasers named therein (the “Purchasers”) in connection with a private placement of senior unsecured notes. Under the Note Purchase Agreement, the Company will sell to the Purchasers $100,000,000 aggregate principal amount of its 4.82% Senior Notes due June 28, 2029 (the “Notes”). The Notes bear interest at a rate of 4.82% per annum, payable semiannually on the 28th day of June and December in each year until maturity, commencing on December 28, 2019. The entire principal amount of the Notes is due and payable on June 28, 2029. The sale and purchase of the Notes will occur at a closing on June 28, 2019, subject to the satisfaction of customary closing conditions.
The Company may, at its option, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of such Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a make-whole amount as set forth in the Note Purchase Agreement; provided that if such prepayment occurs on or after the date which is 90 days prior to the maturity date of the Notes, the make-whole amount will equal zero.
In the event of a Change in Control (as defined in the Note Purchase Agreement), each holder of the Notes may require the Company to repurchase all of the Notes held by such holder at a repurchase price equal to 100% of the principal amount of such Notes together with accrued and unpaid interest thereon, but without any make-whole amount or other premium.
The Note Purchase Agreement contains restrictive covenants that, among other things, restrict the ability of the Company to: (i) enter into transactions with affiliates; (ii) merge, consolidate, transfer or lease all or substantially all of its assets; and (iii) create liens. The Note Purchase Agreement also contains an affirmative covenant relating to the most favored lender status of the Purchasers. Additionally, the Company, on a consolidated basis with its subsidiaries, is required to comply with certain financial covenants that are set forth therein.
The Note Purchase Agreement contains customary events of default, including payment defaults, cross defaults with certain other indebtedness, breaches of covenants and bankruptcy events. In the case of an event of default, the Purchasers may, among other remedies, accelerate the payment of all obligations.
The proceeds from the issuance of the Notes will be used by the Company to repay or refinance its outstanding indebtedness and for general corporate purposes.
The above summary of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement. A copy of the Note Purchase Agreement, including the form of the Notes, is attached as Exhibit 10.1 to this Current Report on Form8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
