Item 1.01 Conclusion of Significant Definitive Agreements.
Purchase and sale contract
On May 5, 2022, Inland Real Estate Income Trust, Inc.a Maryland corporation (the “Company”), has entered into a definitive purchase and sale agreement (the “PSA”) to acquire, in the aggregate, eight properties (the “Properties”) from certain subsidiaries of Inland Retail Property Fund, LP (the “Sellers”) for
$278,153,000 (the purchase price”). The acquisition of the Properties is referred to herein as the “Transaction”. The properties are leased primarily to grocery store, retail and restaurant tenants. Specifically, seven of the properties have a grocery store. The properties are located in seven states and total approximately 686,851 square feet. The transaction is expected to close on May 17, 2022 (the “Closing Date”). Upon closing of the Transaction, the Company will acquire all right, title and interest in each of the Acquired Properties held by the relevant Vendors. Inland Retail Property Fund, LP is a fund managed by a subsidiary of the sponsor and commercial director of the Company. As the transaction was a related party transaction, it was approved by all independent directors of the Company.
In accordance with the PSA, the Company filed $5,563,060 (the “Deposit Amount”) with an independent escrow agent appointed after the signing of the PSA. The deposit amount will be applied and released from escrow to sellers upon closing. In the event that a condition to closing has not been satisfied at the time of closing, and if, at the option of the non-defaulting party benefiting from such condition, the transaction is terminated, the Deposit will be paid by the appointed escrow agent to the non-defaulting party, and neither the Company nor the Sellers shall have any further liability or obligation under the PSA.
Under the PSA, Sellers and Company have made customary representations, warranties and covenants. In addition, closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions set forth in the Agreement, including the accuracy of the other party’s representations and warranties and compliance with covenants and agreements, and there can be no assurance that the Transaction will be consummated or, if consummated, of when it takes place. If Sellers breach the Agreement, Company, at its option, may be entitled to specific performance.
The Company expects to fund the purchase price and all closing costs primarily by drawing on its credit facility and cash on hand. The Company is in discussions with certain of the lenders under the Second Amended and Restated Credit Agreement, dated February 3, 2022, which governs the existing credit facility, to modify the credit facility in order, among other things, to modify certain provisions impacted by the Transaction. The amendment should be entered into at the same time as the transaction.
The foregoing description of the ASP and the Transaction contemplated by it is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the ASP, which is filed as as Exhibit 10.1 to this Report on Form 8-K and incorporated herein by reference.
Section 9.01. Financial statements and supporting documents.
Exhibit No Description
10.1 Purchase and Sale Agreement, dated as of May 5, 2022, by and between
the Sellers identified therein and Inland Real Estate Income Trust,
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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