Item 1.01 Entry into Material Definitive Agreements.
Purchase and Sale Agreement
On May 5, 2022, Inland Real Estate Income Trust, Inc., a Maryland corporation
(the "Company"), 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, retail and restaurant tenants. More specifically, seven of the
Properties are grocery-anchored. The Properties are located across seven states
and aggregate approximately 686,851 square feet. The Transaction is anticipated
to close on May 17, 2022 (the "Closing Date"). Upon the closing of the
Transaction, the Company will acquire all of the right, title and interest in
each of the acquired Properties owned by the applicable Sellers. Inland Retail
Property Fund, LP is a fund managed by an affiliate of Company's sponsor and
business manager. Because the Transaction was a related party transaction, it
was approved by all of the Company's independent directors.
Pursuant to the PSA, the Company deposited $5,563,060 (the "Deposit Amount")
with a designated independent escrow agent following the signing of the PSA. The
Deposit Amount will be applied and released from escrow to the Sellers at
closing. In the event a condition to closing has not been satisfied at the time
of closing, and if, at the election of the non-defaulting party benefitted by
such condition, the transaction is terminated, the Deposit shall be paid by the
designated 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, the Sellers and the Company have made customary representations,
warranties and covenants. Additionally, 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 the
timing thereof. If the Sellers breach the Agreement, the Company, at its
election, may be entitled to specific performance.
The Company expects to fund the Purchase Price and any closing costs primarily
by making a draw on its credit facility and with cash on hand. The Company is in
discussions with certain of the lenders under the Second Amended and Restated
Credit Agreement, dated as of February 3, 2022, which governs the existing
credit facility, to amend the credit facility to, among other things, amend
certain provisions impacted by the Transaction. The amendment is expected to
close concurrently with the Transaction.
The foregoing description of the PSA and the Transaction contemplated thereby,
is only a summary, does not purport to be complete, and is qualified in its
entirety by reference to, the full text of the PSA, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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,
Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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