Item 8.01 Other Events.
On October 22, 2021, IVT Acquisitions Corp. (“Buyer”), a Delaware corporation and wholly owned subsidiary of InvenTrust Properties Corp., a Maryland corporation (the “Company”), and Escarpment Village, L.L.C., a Michigan limited liability company (“EV Seller”), entered into a purchase and sale agreement (the “EV Purchase Agreement”) pursuant to which Buyer has agreed to purchase from EV Seller the property known as Escarpment Village located in Austin, Texas (the “EV Property”).
On October 22, 2021, Buyer and Independence Woods, L.L.C., a Michigan limited liability company (“AT Seller” and, together with EV Seller, the “Sellers”), entered into a purchase and sale agreement (the “AT Purchase Agreement” and, together with the EV Purchase Agreement, the “Purchase Agreements”) pursuant to which Buyer has agreed to purchase from AT Seller the property known as Arbor Trails Shopping Center located in Austin, Texas (the “AT Property” and, together with the EV Property, the “Properties”).
The Purchase Agreements contain representations, warranties, covenants and agreements among the parties that are customary for an arm’s length acquisition agreement, including, without limitation, requirements for the ordinary course of operation of the Properties by Sellers prior to the closing, prohibiting Sellers from entering, amending or terminating new leases without the prior written consent of Buyer, receipt of the required tenant estoppel certificates by Buyer, and agreements of limited reciprocal indemnification.
The obligation to close the Purchase Agreements is expressly conditioned upon the closing of each of the Properties at the same time, unless the parties mutually agree otherwise. Also, Buyer’s obligation to close each of the Purchase Agreements is expressly conditioned upon certain requirements, including (i) the financial condition, and status of leases, of certain tenants of the Properties, and (ii) no material changes to the environmental condition of the Properties.
The purchase of the Properties is expected to be consummated on January 18, 2022, or such earlier date as may be agreed upon by Buyer and Sellers. The completion of the purchase of the Properties is subject to customary diligence and closing conditions, and the completion of Buyer’s due diligence, and no assurances can be given that the acquisitions will be completed in accordance with the anticipated timing or at all.
Forward-Looking Statements
This Current Report on Form 8-K, together with other statements and information publicly disseminated by the Company, contains certain 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. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe the Company’s future plans, strategies and expectations. Forward-looking statements are generally identifiable by use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “illustrative” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements in this Current Report on Form 8-K include, among others, statements about the consummation or the anticipated timing of the completion of the acquisitions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and which could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the satisfaction of closing conditions, completion of satisfactory diligence of the Properties, and the risk factors discussed in the Company’s Annual Report on Form 10-K, as updated in its Quarterly Reports. Accordingly, there is no assurance that the Company’s expectations will be realized. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
