UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On July 19, 2021, Retail Properties of America, Inc. (the “Company”) entered into the Second Amendment (the “Second Amendment”) to its term loan agreement, dated as of July 17, 2019 (as amended by that certain First Amendment to such Term Loan Agreement dated as of May 4, 2020 and as may be further amended, restated, supplemented or otherwise modified from time to time, collectively, the “Existing Loan Agreement”), governing a seven-year $150,000,000 unsecured term loan (the “7 Year Term Loan”) and a five-year $120,000,000 unsecured term loan that are currently outstanding. The Second Amendment provides, among other things, (i) that borrowings under the 7 Year Term Loan bear interest at a rate per annum equal to London Interbank Offered Rate (“LIBOR”), adjusted based on applicable reserve percentages established by the Federal Reserve, or the alternate base rate, in each case, plus a margin of between 1.20% and 1.70% (compared to 1.50% to 2.20% under the Existing Loan Agreement) based on the Company’s leverage ratio as calculated under the Existing Loan Agreement, or a margin of between 0.75% and 1.60% (compared to 1.35% to 2.25% under the Existing Loan Agreement) based on a pricing grid that is based on the Company’s investment grade credit, respectively, and (ii) for the incorporation of a sustainability metric, based on targeted greenhouse gas emission reductions, which permits the Company to reduce the applicable grid-based spread by one (1) basis point annually upon attainment. The Company may elect to irrevocably 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 7 Year Term Loan is payable monthly. The five-year unsecured term loan matures on July 17, 2024 and the 7 Year Term Loan matures on July 17, 2026, consistent with the terms of the Existing Loan Agreement.
The Second Amendment was negotiated by the Company in the ordinary course of business prior to the Company’s execution of the Agreement and Plan of Merger (the “Merger Agreement”) with Kite Realty Group Trust (“Kite”) and KRG Oak, LLC, a wholly owned subsidiary of Kite, on July 18, 2021 and was permitted to be entered into pursuant to the terms of the Merger Agreement.
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/ Julie M. Swinehart | |||||
| Julie M. Swinehart | ||||||
| Date: July 22, 2021 | Executive Vice President, Chief Financial Officer and Treasurer | |||||