Item 8.01 Other Events.

On August 25, 2020, Retail Properties of America, Inc. (the "Company"), completed its previously announced public offering of $400.0 million aggregate principal amount of its 4.750% Senior Notes due 2030 (the "Notes"). The Notes were issued pursuant to an underwriting agreement, dated August 18, 2020 (the "Underwriting Agreement"), by and among the Company and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto (the "Underwriters"), whereby the Company agreed to sell and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes.

The Notes were priced to the public at 98.684% of the principal amount thereof. The Notes will mature on September 15, 2030, unless earlier redeemed. The net proceeds to the Company are estimated to be approximately $391.2 million, after deducting the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds from the sale of the Notes for the repayment of debt, including the repayment of its $250.0 million unsecured term loan due 2021 and outstanding borrowings under its $850.0 million unsecured revolving line of credit, and for general business purposes. Pending such uses, the Company may invest the net proceeds in short-term, interest-bearing deposit accounts or interest-bearing U.S. government and government agency securities.

The Notes were issued under an indenture, dated March 12, 2015 (the "Base Indenture"), as supplemented by the Third Supplemental Indenture, dated as of August 25, 2020 (the "Supplemental Indenture," and together with the Base Indenture, the "Indenture") each by and between the Company, as issuer, and U.S. Bank National Association, as trustee. The offer and sale of the Notes were registered with the Securities and Exchange Commission (the "Commission") pursuant to a Registration Statement on Form S-3 (File No. 333-228142) (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"). The material terms of the Notes are described in a prospectus supplement filed by the Company with the Commission on August 19, 2020 pursuant to Rule 424(b)(5) under the Securities Act.

Copies of the Underwriting Agreement, the Supplemental Indenture and the form of the Notes are attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement, the Second Supplemental Indenture and the form of the Notes.

Additionally, in connection with the filing of the Underwriting Agreement, the Company is filing the opinion and consent of its counsel, Goodwin Procter LLP, regarding the legality of the securities being registered as Exhibits 5.1 and 23.1 hereto, respectively, which are incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits



 1.1†         Underwriting Agreement, dated August 18, 2020, by and among Retail
            Properties of America, Inc. and Citigroup Global Markets Inc. and
            Wells Fargo Securities, LLC, as representatives of the several
            underwriters named in Schedule 1 thereto.

 4.1†         Third Supplemental Indenture, dated August 25, 2020, by and between
            Retail Properties of America, Inc., as issuer, and U.S. Bank National
            Association, as trustee.

 4.2†         Form of 4.750% Senior Notes due 2030 (attached as Exhibit A to the
            Second Supplemental Indenture filed as Exhibit 4.1 hereto).

 5.1†         Opinion of Goodwin Procter LLP.

23.1†       Consent of Goodwin Procter LLP (contained in its opinion filed as
              Exhibit 5.1   and incorporated herein by reference).

101.SCH†    Inline XBRL Taxonomy Extension Schema Document.

101.CAL†    Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB†    Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE†    Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF†    Inline XBRL Taxonomy Extension Definition Linkbase Document.

104†        Cover Page Interactive Data File (formatted as inline XBRL with
            applicable taxonomy extension information contained in Exhibits
            101.*).




† Filed Herewith

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