Retail Properties of America, Inc. (NYSE: RPAI) has been notified of an unsolicited mini-tender offer by CMG Partners, LLC (“CMG”) dated December 17, 2012, to purchase up to 300,000 shares of Class A, Class B-2 and Class B-3 common stock of RPAI for $11.00, $9.50, and $8.50, respectively, per share. The offer expires on January 31, 2013. RPAI’s Board of Directors unanimously recommends that its shareholders reject the mini-tender offer by CMG. CMG’s offer price for the Class A shares of common stock represents a discount of approximately 7.6% to the $11.91 closing price of the Class A common stock on December 14, 2012, the trading day prior to the commencement of CMG’s mini-tender offer. RPAI Class A shares of common stock were listed on the NYSE on April 5, 2012. The terms of the Class B-2 common stock and Class B-3 common stock are identical in all respects to the Class A common stock, except that the two classes of Class B common stock are not listed on a national securities exchange; however, the shares of Class B common stock may be transferred into a brokerage account at any time. The shares will automatically convert to Class A common stock and be traded on the NYSE in accordance with the following schedule:
- the Class B-2 common stock will automatically convert into Class A common stock on April 5, 2013; and
- the Class B-3 common stock will automatically convert into Class A common stock on October 7, 2013.
Mini-tender offers are third-party offers to purchase less than 5% of a company’s outstanding shares, thereby avoiding the filing, disclosure and procedural requirements adopted by the Securities and Exchange Commission (“SEC”) for the protection of investors. The SEC has cautioned investors about these offers, noting that "some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's Investor Tips regarding mini-tender offers may be found on the SEC's website at http://www.sec.gov/investor/pubs/minitend.htm.About RPAI 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.