SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Item 8.01 Other Events
On April 1, 2021, Retail Properties of America, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3, which became immediately effective upon filing and which replaced the Company’s previous shelf registration statement on Form S-3 (File No. 333-254963) filed with the SEC on November 2, 2018. In connection with the filing of the new shelf registration statement, the Company also filed with the SEC a prospectus supplement, dated April 1, 2021 (the “Prospectus Supplement”), pursuant to which the Company may issue and sell shares of Class A common stock, having an aggregate offering price of up to $250,000,000 (the “Shares”) from time to time. The Company intends to use the net proceeds from the offering of the Shares for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt.
In connection with the offering, the Company entered into distribution agreements, dated as of April 1, 2021 (the “Distribution Agreements”), with each of BofA Securities, Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, KeyBanc Capital Markets, Inc., Regions Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents (the “Agents”). Pursuant to the Distribution Agreements, the Company may issue and sell the Shares from time to time through the Agents, as the Company’s agents for the offer and sale of the Shares, or to them for resale. Sales of Shares, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange, the existing trading market for the Class A common stock, or sales made to or through a market maker other than on an exchange or through an electronic communications network. The Company will pay each of the Agents a commission, which, in each case, will not be more than 2.0% of the gross sales price of Shares sold through such Agent as the Company’s agent under the applicable Distribution Agreement.
The offering of the Shares pursuant to the Distribution Agreements will terminate upon the earlier of (1) the sale of all of the Shares subject to the Distribution Agreements, (2) the termination of the Distribution Agreement by either the Company or the respective Agent at any time in the respective party’s sole discretion, and (3) the date on which the Company’s registration statement pursuant to which the offering of the Shares is registered ceases to be effective.
The Shares will be issued pursuant to the Prospectus Supplement and the new shelf registration statement on Form S-3 referenced above.
The form of Distribution Agreement is filed as Exhibit 1.1 to this Current Report. The description of the Distribution Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Distribution Agreement filed herewith as an exhibit to this Current Report.
Item 9.01 Financial Statements and Exhibits
|Exhibit 1.1||Form of Distribution Agreement.|
|Exhibit 5.1||Opinion of Goodwin Procter LLP.|
|Exhibit 23.1||Consent of Goodwin Procter LLP (contained in its opinions filed as Exhibit 5.1 and incorporated herein by reference).|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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 hereunto duly authorized.
|RETAIL PROPERTIES OF AMERICA, INC.|
|Julie M. Swinehart|
|Date: April 1, 2021||Executive Vice President, Chief Financial Officer and Treasurer|