UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1922, 2021

RETAIL PROPERTIES OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-35481

42-1579325

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

2021 Spring Road

Suite 200

Oak Brook, Illinois 60523

(Address of principal executive offices) (Zip Code)

(630) 634-4200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of exchange

on which registered

Class A Common Stock, $0.001 par value

RPAI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 5Note.~~07 Submission of Matters to a Vote of Security Holders.~~

~~Retail~~On ~~Properties~~October of22, ~~America~~2021, ~~Inc.~~Kite Realty Group Trust, a Maryland real estate investment trust (“~~RPAI~~Kite Realty”), ~~held~~completed athe ~~Special~~transactions ~~Meeting~~contemplated by the definitive Agreement and Plan of ~~Stockholders~~Merger, dated onas ~~October 19~~of July 18, 2021 (the “~~RPAI~~Merger ~~Special Meeting~~Agreement”)., Atby ~~the~~and ~~close~~among ofKite ~~business~~Realty, onKRG ~~September 9~~Oak, ~~2021,~~LLC ~~the~~(“Merger ~~record~~Sub”) ~~date~~and Retail ~~for~~Properties ~~the~~of ~~RPAI~~America, ~~Special Meeting~~Inc., ~~there~~a ~~were~~Maryland ~~214,797,869~~corporation ~~shares~~that ofhas ~~RPAI~~elected ~~common~~to ~~stock~~be ~~(“Shares”)~~treated ~~outstanding~~as ~~and~~a ~~entitled~~real toestate ~~vote,~~investment ~~held~~trust byfor ~~approximately~~federal income ~~10,600~~tax ~~holders~~purposes ~~of record~~(“RPAI”). APursuant ~~total~~to ofthe ~~174~~Merger Agreement,~~513,728~~ ~~Shares~~Kite ~~were~~Realty ~~present~~and ~~virtually~~RPAI orcombined bythrough ~~proxy~~a atmerger ~~the~~of RPAI ~~Special~~with and ~~Meeting~~into Merger Sub, ~~representing~~with ~~81%~~Merger ofSub continuing as the ~~Shares~~surviving ~~outstanding~~entity and ~~entitled~~a towholly ~~vote,~~owned ~~which~~subsidiary ~~constituted~~of aKite ~~quorum~~Realty to(the ~~conduct~~“Merger”). Immediately ~~business~~following atthe closing of the ~~RPAI~~Merger, ~~Special~~Merger ~~Meeting.~~Sub ~~The~~merged ~~following~~with ~~are~~and ~~the~~into ~~final~~Kite ~~voting~~Realty ~~results~~Group, onL.P., ~~proposals~~a ~~considered~~Delaware limited partnership and ~~voted~~the ~~upon~~operating atpartnership ~~the~~of ~~RPAI~~Kite ~~Special~~Realty ~~Meeting,~~(“Kite ~~each~~Realty ofOperating ~~which~~Partnership”), isso ~~described~~that inall ~~greater~~of ~~detail~~the inassets ~~RPAI’s~~of ~~definitive~~Kite ~~joint~~Realty continue ~~proxy~~to ~~statement/prospectus~~be ~~filed~~owned ~~with~~at ~~the~~or ~~Securities~~below ~~and~~the ~~Exchange~~Kite ~~Commission~~Realty onOperating ~~September 14,~~Partnership ~~2021~~level.

1.Item ~~RPAI Merger Proposal~~2.01. ToCompletion ~~approve the definitive Agreement and Plan~~ of ~~Merger,~~Acquisition ~~dated as of July 18, 2021 (as may be amended~~ or ~~modified~~Disposition ~~from time to time, the “Merger Agreement”) by and among Kite Realty Group Trust (“Kite Realty”), KRG Oak, LLC, a Maryland limited liability company and a wholly owned subsidiary~~ of ~~Kite Realty (“Merger Sub”), and RPAI and the merger of RPAI with and into Merger Sub (the “Merger”) on substantially the terms set forth in the Merger Agreement~~Assets.

For		Against		Abstain		Broker Non-Votes
171,114,443		2,727,309		671,976		0

The disclosure in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

2Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of Class A common stock, par value $0.001 per share, of RPAI ~~Compensation~~(“RPAI common ~~Proposal~~stock”) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.623 Tocommon ~~approve~~shares of beneficial interest of Kite Realty, bypar ~~advisory~~value $0.01 per share (~~non-binding)~~“Kite ~~vote~~Realty common shares”), plus the right, ~~compensation~~if ~~that~~any, ~~may~~to bereceive ~~paid~~cash orin ~~become~~lieu ~~payable~~of tofractional Kite Realty common shares into which such shares of RPAI’s ~~named~~common ~~executive~~stock ~~officers~~would inhave been ~~connection~~converted ~~with~~pursuant to the terms and subject to the conditions set forth in the Merger Agreement.

For		Against		Abstain		Broker Non-Votes
156,049,149		13,225,660		5,238,919		0

In addition, at the effective time of the Merger, holders of (i) options to purchase shares of RPAI common stock, (ii) certain awards of restricted shares of RPAI common stock (as scheduled in accordance with the Merger Agreement) and (iii) restricted stock units representing the right to vest in and be issued shares of RPAI common stock became entitled to receive cash and/or Kite Realty common shares in accordance with the terms of the Merger Agreement. Kite Realty assumed certain awards of restricted shares of RPAI common stock, which were converted into a number of awards of restricted Kite Realty common shares in accordance with the terms of the Merger Agreement.

3.Kite ~~RPAI~~Realty ~~Adjournment~~issued ~~Proposal~~133.8 Tomillion ~~approve~~Kite ~~one~~Realty common orshares ~~more~~as ~~adjournments~~consideration ofin the ~~RPAI~~Merger. ~~Special~~Based ~~Meeting,~~on ifthe ~~necessary~~closing orprice ~~appropriate,~~of toKite ~~solicit~~Realty ~~additional~~common ~~proxies~~shares inon ~~favor~~October of21, ~~the~~2021, ~~RPAI~~as reported ~~Merger~~on ~~Proposal~~the ifNew ~~there~~York ~~are~~Stock ~~insufficient~~Exchange ~~votes~~(the at“NYSE”), the ~~time~~aggregate value of ~~such~~the ~~adjournment~~Merger consideration paid or payable to former ~~approve~~holders ~~the~~of RPAI ~~Merger~~common ~~Proposal~~stock was approximately $2.8 billion.

For		Against		Abstain		Broker Non-Votes
150,981,502		18,400,767		5,131,459		0

A copy of the Merger Agreement has been previously filed as Exhibit 2.1 to RPAI’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2021 and is incorporated herein by reference. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnThe ~~October 19,~~disclosure ~~2021,~~in ~~Kite Realty and RPAI issued a joint press release announcing that Kite Realty shareholders and RPAI stockholders each voted to approve~~ the ~~previously~~Introductory ~~announced~~Note ~~proposed acquisition of RPAI at the Kite Realty Special Meeting~~ and ~~RPAI Special Meeting, respectively~~Item 2.01 ~~A copy~~ of ~~the~~this Current ~~press~~Report ~~release~~on isForm ~~furnished~~8-K ~~herewith as Exhibit 99.1 and~~ is incorporated herein by reference ~~herein~~.

~~Item~~In ~~9.01~~connection ~~Financial~~with ~~Statements~~the completion of the Merger, RPAI notified the NYSE on October 22, 2021 that each share of RPAI common stock issued and ~~Exhibits~~outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive the Merger consideration, and the NYSE will file a notification of removal from listing on Form 25 with the Securities and Exchange Commission with respect to the RPAI common stock in order to effect the delisting of the RPAI common stock from the NYSE. Such delisting will result in the termination of the registration of the RPAI common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Kite Realty (as successor by merger to RPAI) intends to file a certificate on Form 15 requesting the deregistration of the RPAI common stock under Section 12(g) of the Exchange Act.

~~(d)~~Item ~~Exhibits~~3.03. Material Modification to Rights of Security Holders.

Exhibit No.		Description
99.1		Press release, dated October 19, 2021
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

The disclosure in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~SIGNATURES~~On October 22, 2021, in connection with the Merger, Kite Realty Operating Partnership (as successor by merger to RPAI), as successor company, entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) with U.S. Bank National Association, as trustee (the “Trustee”). The Fourth Supplemental Indenture supplements that certain Indenture, dated as of March 12, 2015 (the “Base Indenture”), between RPAI, as issuer, and the Trustee, as supplemented by that certain First Supplemental Indenture, dated as of March 12, 2015 (the “First Supplemental Indenture”), between RPAI and the Trustee, relating to RPAI’s 4.00% Senior Notes due 2025 (the “2025 Notes”), that certain Second Supplemental Indenture, dated as of July 21, 2020 (the “Second Supplemental Indenture”), between RPAI and the Trustee, relating to the 2025 Notes, and that certain Third Supplemental Indenture, dated as of August 25, 2020 (the “Third Supplemental Indenture” and the Base Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, and as otherwise supplemented or modified from time to time, the “Indenture”), between RPAI and the Trustee, relating to RPAI’s 4.750% Senior Notes due 2030 (the “2030 Notes” and, together with the 2025 Notes, the “Notes”).

Pursuant to the ~~requirements~~terms of the ~~Securities~~Fourth ~~Exchange~~Supplemental ~~Act~~Indenture, ofKite ~~1934,~~Realty Operating Partnership succeeded RPAI under the ~~registrant~~Indenture ~~has~~and ~~duly~~as ~~caused~~such ~~this~~will ~~report~~have toall of the rights and privileges, be ~~signed~~subject onto ~~its~~and ~~behalf~~assume all byof the ~~undersigned~~obligations, ~~hereunto~~duties, ~~duly~~covenants ~~authorized.~~and agreements, of RPAI, as issuer, under the Indenture and the Notes.

	RETAIL PROPERTIES OF AMERICA, INC.
Date: October 19, 2021	By:	/s/ Steven P. Grimes
		Steven P. Grimes Chief Executive Officer

Item 5.01. Change in Control of Registrant.

The disclosure in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Merger, RPAI ceased to exist and Merger Sub continued as the surviving entity and a wholly owned subsidiary of Kite Realty. Immediately following the closing of the Merger, Merger Sub merged with and into Kite Realty Operating Partnership, so that all of the assets of Kite Realty continue to be owned at or below the Kite Realty Operating Partnership level.

Item 5.02. Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger and as of the effective time of the Merger, all of the members of the board of directors of RPAI ceased serving as members of the board of directors of RPAI.

Also in connection with the consummation of the Merger and as of the effective time of the Merger, each of the individuals listed below ceased serving as an executive officer or officer of RPAI:

Steven P. Grimes		Chief Executive Officer
Shane G. Garrison		President and Chief Operating Officer
Julie M. Swinehart		Chief Financial Officer

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, as of the effective time of the Merger, RPAI ceased to exist and Merger Sub continued as the surviving entity and a wholly owned subsidiary of Kite Realty. Immediately following the closing of the Merger, Merger Sub merged with and into Kite Realty Operating Partnership, so that all of the assets of Kite Realty continue to be owned at or below the Kite Realty Operating Partnership level.

Item 8.01. Other Events.

On October 22, 2021, Kite Realty issued a press release announcing the completion of the Merger. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of July 18, 2021, by and among Kite Realty Group Trust, KRG Oak, LLC and Retail Properties of America, Inc. (incorporated by reference to Exhibit 2.1 to Retail Properties of America, Inc.’s Form 8-K filed on July 19, 2021)
99.1		Press release, dated October 22, 2021
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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 hereunto duly authorized.

	KITE REALTY GROUP, L.P. (as successor by merger to Retail Properties of America, Inc.)
	By:	Kite Realty Group Trust, its sole general partner

Date: October 22, 2021	By:	/s/ Heath R. Fear
		Heath R. Fear
		Executive Vice President and Chief Financial Officer

Filing Compare · RETAIL PROPERTIES OF AMERICA, INC.