Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On July 8, 2021, Retail Properties of America, Inc. (the "Company") amended and
restated (the "Amendment") its existing credit agreement (the "Existing Credit
Agreement") with a number of financial institutions to provide for, among other
things, (i) an expansion of the accordion feature available to the Company,
enabling the Company to increase the borrowing capacity under the Amendment by
up to $750.0 million for total aggregate potential borrowings of up to
$1.6 billion, subject to lender approval, (ii) an extension of the maturity date
of the $850.0 million unsecured revolving line of credit governed by the
Existing Credit Agreement (the "Unsecured Revolving Line of Credit") from
April 22, 2022 to January 8, 2026, (iii) 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 basis point annually
upon attainment, and (iv) an improvement of the ratings-based grid pricing by
10-15 basis points on the investment grade ratings spectrum. The Amendment
maintains the financial covenants and capitalization rate as well as the
leverage-based grid pricing and extension options provided for in the Existing
Credit Agreement. Additionally, the Amendment contains customary
representations, warranties and covenants, and events of default, which are
substantially similar to those under the Existing Credit Agreement.
The Unsecured Revolving Line of Credit bears interest at a rate per annum equal
to London Interbank Offered Rate (LIBOR) or the alternative base rate, plus a
margin of between 1.05% and 1.50% based on the Company's leverage ratio as
calculated under the Amendment, or a margin of between 0.725% and 1.40% based on
a pricing grid that is based on the Company's investment grade credit,
respectively, plus a facility fee of between 0.15% and 0.30% based on the
Company's leverage ratio as calculated under the Amendment, or between 0.125%
and 0.30% based on a pricing grid that is based on the Company's investment
grade credit, respectively. The Company may elect to irrevocably convert to the
investment grade credit rating pricing grid at any time. Interest on amounts
outstanding under the Unsecured Revolving Line of Credit is payable monthly.
The Unsecured Revolving Line of Credit matures on January 8, 2026 (extended from
April 22, 2022 under the Existing Credit Agreement), which may be extended by
the Company for two periods of six months each, subject to continued compliance
with the terms of the Amendment and the payment of an extension fee of 0.075%
for each extension. The Company may repay outstanding principal amounts under
the Unsecured Revolving Line of Credit at any time without penalty or premium,
except for LIBOR breakage costs. Any unpaid principal amounts are due and
payable upon maturity of the Unsecured Revolving Line of Credit.
Upon closing, the Unsecured Revolving Line of Credit was undrawn.
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