Retail Properties of America, Inc. (NYSE:RPAI) Files An 8-K Entry into a Material Definitive Agreement

Retail Properties of America, Inc. (NYSE:RPAI) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement
Item2.03 Creation of Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

On November22, 2016, Retail Properties of America, Inc. (the
Company) entered into a term loan agreement (the Term Loan
Agreement) with Capital One, National Association, as
administrative agent, Capital One, National Association, PNC
Capital Markets LLC, TD Bank, N.A., and Regions Bank, as joint
lead arrangers and joint book managers, TD Bank, N.A., as
syndication agent, PNC Capital Markets LLC and Regions Bank, as
co-documentation agent and the initial lenders named therein. The
Term Loan Agreement provides for a senior unsecured term loan
facility (the Term Loan Facility) in the maximum aggregate
principal amount of up to $200,000,000 that matures on
November22, 2023. The Company has the ability to increase the
available borrowings under the Term Loan Facility by up to
$100,000,000, for a total aggregate potential Term Loan Facility
size of $300,000,000.

Borrowings under the Term Loan Facility bear interest at a rate
per annum equal to London Interbank Offered Rate (LIBOR) or the
alternate base rate plus a margin of between 1.70% and 2.55%,
based on the Companys leverage ratio as calculated under the Term
Loan Agreement, or 1.50% and 2.45%, based on the Companys
investment grade credit rating. The Company may irrevocably elect
to convert to the investment grade credit rating pricing grid at
any time, as long as it maintains an investment grade credit
rating. Interest on amounts outstanding under the Term Loan
Facility is payable monthly. The Term Loan Facility has a 180-day
delayed draw period, which terminates on May22, 2017. Upon
closing, the Company had not yet drawn any amount on the Term
Loan Facility. The Company may prepay outstanding principal
amounts under the Term Loan Facility prior to November22, 2018,
subject to (i)any LIBOR breakage costs, and (ii)payment of a
prepayment fee equal to 2.0% of the aggregate principal amount
prepaid on or before May22, 2017, 1.5% of the aggregate principal
amount prepaid after May22, 2017 but on or before November22,
2017, and 1.0% of the aggregate principal amount prepaid after
November22, 2017 but on or prior to November22, 2018. Subsequent
to November22, 2018 outstanding principal amounts under the Term
Loan Facility are prepayable without penalty or premium, except
for LIBOR breakage costs. Any unpaid principal amounts are due
and payable upon maturity of the Term Loan Facility.

The Term Loan Agreement also contains customary representations,
warranties and covenants, including financial covenants that
require the Company to maintain a maximum leverage ratio, a
minimum fixed charge coverage ratio, a maximum unencumbered
leverage ratio, a minimum unencumbered interest coverage ratio
and a maximum secured indebtedness ratio, and events of default.
In the case of an event of default, the lenders may, among other
remedies, accelerate the payment of all obligations.

The Company expects to use the net proceeds of the Term Loan
Facility for (i)acquisition, development and redevelopment
projects and related tenant improvements, capital expenditures
and leasing commissions, (ii)bridge debt financing for
acquisitions, (iii) repayment of existing indebtedness and
(iv)working capital purposes.

Certain of the lenders and their affiliates have provided, and
they and other lenders and their affiliates may in the future
provide, various investment banking, commercial banking,
fiduciary and advisory services for the Company and its
subsidiaries from time to time for which they have received, and
may in the future receive, customary fees and expenses.

The above summary of the Term Loan Agreement does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Term Loan Agreement. A copy of the Term Loan
Agreement is attached as Exhibit 10.1 to this Current Report on
Form 8-K, and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit10.1 Term Loan Agreement, dated as of November22, 2016, by and
among the Company, Capital One, National Association, as
administrative agent, Capital One, National Association, PNC
Capital Markets LLC, TD Bank, N.A., and Regions Bank, as
joint lead arrangers and joint book managers, TD Bank, N.A.,
as syndication agent, PNC Capital Markets LLC and Regions
Bank, as co-documentation agent and the initial lenders named
therein.


About Retail Properties of America, Inc. (NYSE:RPAI)

Retail Properties of America, Inc., formerly Inland Western Retail Real Estate Trust, Inc., is a real estate investment trust (REIT). The Company owns and operates shopping centers in the United States. The Company’s retail operating portfolio includes power centers, neighborhood and community centers, and lifestyle centers and predominantly multi-tenant retail mixed-use properties, as well as single-user retail properties. The Company owns approximately 200 retail operating properties representing approximately 28,930,000 square feet of gross leasable area (GLA). The Company owns properties in eastern division and western division of the United States. The Company’s eastern division consists of approximately 120 properties located in Alabama, Connecticut, Florida, Georgia, Indiana, Maine, Maryland, Massachusetts, Michigan, Missouri, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont and Virginia.

Retail Properties of America, Inc. (NYSE:RPAI) Recent Trading Information

Retail Properties of America, Inc. (NYSE:RPAI) closed its last trading session up +0.15 at 15.49 with 1,149,119 shares trading hands.

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