SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 11, 2012
Retail Properties of America, Inc.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code) (630) 218-8000
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Explanatory Note: This Form 8-K/A amends and restates in its entirety the Form 8-K filed with the Securities and Exchange Commission on December 17, 2012 (the Original 8-K) in order to file a Certificate of Correction to the Articles Supplementary for the Series A Preferred Stock filed as Exhibit 3.1 to the Original 8-K that corrects a typographical error with respect to the amount of the Share Cap (as defined in the Articles Supplementary).
Item 3.03 Material Modification to Rights of Security Holders
Upon issuance of the Underwritten Shares (as defined below) of 7.00% Series A Cumulative Redeemable Preferred Stock, $0.001 par value per share, of Retail Properties of America, Inc. (the Company and such stock, the Series A Preferred Stock), referenced in Item 5.03 below, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, any other shares of beneficial interest of the Company ranking junior to or on a parity with the Series A Preferred Stock, will be subject to certain restrictions in the event that the Company does not declare distributions on the Series A Preferred Stock during any distribution period.
The terms of the Series A Preferred Stock are set forth in the Articles Supplementary for the Series A Preferred Stock that are attached hereto as Exhibit 3.1, as corrected by the Certificate of Correction filed on December 19, 2012 that is attached hereto as Exhibit 3.2.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
(a) Under the Companys Charter, as amended, the Board of Directors is authorized without further shareholder action to provide for the issuance of up to 10,000,000 shares of preferred stock in one or more classes or series. On December 11, 2012, the Company adopted Articles Supplementary designating 5,750,000 of the Companys preferred shares of beneficial interest as 7.00% Series A Cumulative Redeemable Preferred Stock. The Articles Supplementary are effective as of December 14, 2012.
The terms of the Preferred Stock are set forth in the Articles Supplementary for the Series A Preferred Stock that are attached hereto as Exhibit 3.1 as corrected by the Certificate of Correction filed on December 19, 2012 that is attached hereto as Exhibit 3.2.
Item 8.01 Other Events
On December 11, 2012, the Company entered into an Underwriting Agreement (the Underwriting Agreement), with Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of the other underwriters named therein, for the sale of 5,000,000 shares (the Underwritten Shares) of the Series A Preferred Stock. Pursuant to the Underwriting Agreement, the Company granted the underwriters the option to purchase up to 750,000 additional shares (the Additional Shares) of the Series A Preferred Stock to cover over-allotments. The Series A Preferred Stock was offered to the public at a price of $25 per share, and was offered to the underwriters at a price of $24.2125 per share. The Company estimates that the net proceeds from this offering, after estimated offering expenses, will be approximately $121.1 million or approximately $139.2 million if the underwriters option to purchase additional shares is exercised in full. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The underwriters have performed investment banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The underwriters may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.
Affiliates of Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc. and Scotia Capital (USA) Inc. are lenders under the Companys $350.0 million Revolving Facility.
Additionally, affiliates of Wells Fargo Securities, LLC and KeyBanc Capital Markets Inc. acting as lenders, have originated approximately $115.3 million and $81.3 million, respectively, of our mortgage debt that was outstanding as of September 30, 2012.
The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
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.
Date: December 19, 2012
The following exhibits are being filed with this Report: