OAK BROOK, Ill.--()--Retail Properties of America, Inc. (NYSE: RPAI or the “Company”) announced today the pricing of an underwritten public offering of 5,000,000 shares of newly issued 7.00% Series A Cumulative Redeemable Preferred Shares (“Preferred Stock”) at a price of $25 per share, resulting in gross proceeds of $125.0 million. The Company estimates that the net proceeds, after deducting the underwriting discount and before other estimated offering expenses, will be approximately $121.1 million. The Company has granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of its 7.00% Series A Cumulative Redeemable Preferred Shares to cover over-allotments, if any.
The Company intends to use net proceeds to repay outstanding borrowings under two mezzanine loans, scheduled to mature on December 1, 2019, with outstanding principal balances as of December 3, 2012 of $85.0 million and $40.0 million and fixed interest rates of 12.24% and 14.00%, respectively. The mezzanine loans can be prepaid beginning in February 2013 for a prepayment fee of 5.00%. Remaining net proceeds, if any, will be used for working capital and other general corporate purposes.
The offering is expected to close on or about December 20, 2012, subject to customary closing conditions. RPAI intends to apply to list the Preferred Stock on the New York Stock Exchange under the symbol "RPAI PrA".
Wells Fargo Securities and Citigroup served as joint book-running managers for the offering; Jefferies and RBC Capital Markets served as joint lead managers; and Deutsche Bank Securities, KeyBanc Capital Markets, and Scotiabank served as co-managers for the offering.
An automatic shelf registration statement with respect to this offering was previously filed with the Securities and Exchange Commission on November 6, 2012. A prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission. A copy of the prospectus supplement and the accompanying prospectus relating to these securities may be obtained, when available, by contacting Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (tel: 800-831-9146) or email: firstname.lastname@example.org; or Wells Fargo Securities, LLC, 1525 West W.T. Harris Blvd., NC0675, Charlotte, NC 28262, Attn: Capital Markets Client Support, telephone: (800) 326-5897, email: email@example.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Retail Properties of America, Inc. is a fully integrated, self-administered and self-managed real estate Company that owns and operates high quality, strategically located shopping centers across 35 states. The Company is one of the largest owners and operators of shopping centers in the United States. The Company is publicly traded on the New York Stock Exchange under the ticker symbol RPAI. Additional information about the Company is available at www.rpai.com.
The statements and certain other information contained in this press release, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” and “probable,” or the negative thereof or other variations thereon or comparable terminology, constitute “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, and are subject to the safe harbors created thereby. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that such plans, intentions, expectations or strategies will be attained or achieved. Furthermore, these forward-looking statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, that the closing of the aforementioned offering is subject to, among other things, standard closing conditions and customary rights of the underwriters to terminate the underwriting agreement due to any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, including those detailed in the sections of the Company’s most recent Form 10-K, Form 10-Qs, and the prospectus supplement relating to the offering filed with the SEC titled “Risk Factors”. We assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.