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8-K - FORM 8-K - RETAIL PROPERTIES OF AMERICA, INC.d438642d8k.htm
Investor Presentation
November 2012
Exhibit 99.1


Disclaimer
2


Investment Highlights
Large, diversified, high quality retail portfolio
Significant ability to enhance value through additional occupancy
growth
Diversified base of value-oriented retail tenants
Opportunity to enhance portfolio and balance sheet through
dispositions of non-core and non-strategic assets
Attractive
dividend
yield
of
5.3%
¹
Enhanced and streamlined operating platform
Experienced management team with proven track record
1
Based on November 7, 2012 closing price of $12.49 and an annualized dividend of $0.6625 per share based on third quarter dividend of $0.165625 per share.  Each dividend is determined
quarterly by the Company’s Board of Directors, at its discretion
3
Executing a strategic growth plan to strengthen the Company’s retail
Executing a strategic growth plan to strengthen the Company’s retail
portfolio, improve its balance sheet, and
portfolio, improve its balance sheet, and
streamline its operating platform
streamline its operating platform


Reported 3Q12 Operating FFO of $0.21 per share
Reported YTD same store NOI growth of +2.3% year-over-year
Increased retail portfolio percent leased 250 bps year-over-year to 91.1% and increased retail
portfolio occupancy 220 bps year-over-year to 88.4%
Executed 166 new and renewal retail leases for 1 M square feet of space, a 41% increase over
2Q12
¹
Generated positive comparable cash leasing spreads of 12.7% on new leases and 5.0% on renewal
leases,
for
a
blended
spread
of
5.9%
¹
Completed the sale of 18 non-core and non-strategic assets for $190.5 M.  Year-to-date the
company
has
completed
$262.3
M
²
in
asset
sales
Subsequent to quarter-end, the Class B-1 common shares converted to Class A shares and the
company successfully addressed all remaining 2012 debt maturities
Strong 3Q12 Financial & Operational
Performance
4
1
Including our pro rata share of JV properties
2
Includes earnouts, pad sales, a deed-in-lieu transaction, and three single-tenant retail properties that were sold subsequent to quarter-end for a gross sales price of $33.4 M.
Positive results reflect successful implementation
Positive results reflect successful implementation
of strategic plans
of strategic plans


241
Number of properties
Consolidated retail operating property summary
33.5 M square feet
Gross leasable area (GLA)
Location
35 states
Average portfolio age
~10 years
Occupancy / percent leased
88.4%
/
91.1%
²
Annualized base rent (ABR)
$424.3
M
/
$437.4
M
²
ABR per square foot
$14.31 / $14.32
²
Breakdown based on GLA
Number of tenants
~1,500 Tenants
Largest tenant
3.3% of ABR
Non-retail portfolio based on ABR
10
office
and
2
industrial
properties
³
5
RPAI at a Glance
Excludes one single-user retail property classified as held for sale as of September 30, 2012
Includes leases signed but not commenced for over 900,000 square feet of GLA representing $13.1 M of annualized base rent at lease commencement
Excludes one office property classified as held for sale as of September 30, 2012
1
2
3


High geographic diversity
Strong multi-tenant 3-mile demographics in top 50 MSAs
Significant presence in top MSAs
Breakdown based on GLA
68% of multi-tenant ABR located in top 50 Metropolitan
Statistical Areas (MSAs)
Gross Leasable Area (GLA)
More than 5 M sq.ft.
1–5 M sq.ft.
Less than 1M sq.ft.
1.7 M sq.ft
7.0 M sq.ft.
1.8 M sq.ft.
1.6 M sq.ft.
2.3 M sq.ft.
6
Large Diversified Retail Portfolio
Average population of 89,765
Expected population growth of 6.6% over the next
five years
Average household income of $83,198
Over 90% of multi-tenant assets located in markets outside of
the top 50 MSAs are anchored by:
Target, Home Depot, Kohl’s, Wal-Mart, Best Buy,
Lowe’s; or
A national or regional grocer
Strategically located assets diversified by geography, retail property type,
Strategically located assets diversified by geography, retail property type,
and tenant base
and tenant base
Excludes one single-user retail property classified as held for sale as of September 30, 2012
1


Power center
Summerville, SC
GLA: 272,000 sq.ft.
Leased :  99.2%
ABR per leased sq.ft.: $13.47
Community
center
Newport
News,
VA
GLA: 306,000 sq.ft.
Leased :  97.1%
ABR per leased sq.ft.: $17.12
Community center
Denton, TX
GLA: 339,000 sq.ft.
Leased :  98.2%
ABR per leased sq.ft.: $14.65
Lifestyle
center
Southlake,
TX
GLA:
840,000 sq.ft.
Leased:  88.5%
ABR per leased sq.ft.: $27.96
Power center –
Temecula, CA
GLA: 293,000 sq.ft.
Leased :  96.3%
ABR per leased sq.ft.: $12.48
Community center –
Chicago, IL
GLA: 261,000 sq.ft.
Leased :  95.4%
ABR per leased sq.ft.: $22.14
Power center –
Seattle, WA
GLA: 303,000 sq.ft.
Leased :  99.0%
ABR per leased sq.ft.: $11.96
Lifestyle center –
Plano, TX
GLA: 391,000 sq.ft.
Leased :  94.5%
ABR per leased sq.ft.: $25.86
Southlake Town Square
Denton Town Crossing
Commons at Temecula
Northgate North
The Brickyard
Azalea Square
Jefferson Commons
Shops at Legacy
7
Representative Properties


1
Includes our pro rata share of unconsolidated joint ventures
2
Includes leases signed but not commenced
3
Includes only leases commenced
8
Maximizing NOI Through Internal Growth
Enhancing Portfolio Value
Positioning RPAI for long-term value creation
Positioning RPAI for long-term value creation


Client-focused organization with significant local and regional on-the-ground presence
19 strategically located property management offices
Over 180 employees dedicated to operations, including over 80 property managers and
senior leasing agents with an average of 15 years experience in the industry
GLA
(000s sq.ft.)
Regional breakdown
10,629
7,457
8,568
6,883
ABR
($000s)
$136,340
102,088
102,172
83,709
Total
33,537
$424,309
Note: Reflects consolidated retail operating portfolio
Headquarters
Regional offices
Local offices
West
East
South
North
9
National Platform with Local Focus
Experienced and talented employee base
Experienced and talented employee base
with nationwide coverage
with nationwide coverage
Salt Lake City
Plano
Atlanta
Oak Brook
Baltimore


Diversified Base of Value-Oriented
Retail Tenants
Approximately 1,500 tenants with
approximately 3,200 leases
29 tenants each lease space at
more than 15 of our locations,
representing 8.8 M square feet
Over 90% of our shopping centers
anchored or shadow-anchored by
retailers selling basic household
goods or clothing
Shadow anchors provide
additional stability and traffic
generation
For example, we have 43 Target,
18 Home Depot and 13 Wal-
Mart shadow anchors
10
Rank
Tenant
# of Stores
GLA(000s)
ABR(000s)
% of Retail ABR
1
Best Buy Co, Inc.
30
1,070
$   14,569
3.3%
2
Ahold USA, Inc.
11
661
13,004
3.0%
3
The TJX Companies Inc.
47
1,241
11,771
2.6%
4
Bed Bath & Beyond Inc.
36
872
11,309
2.6%
5
Rite Aid Corporation
35
425
10,399
2.4%
6
Ross Stores, Inc.
40
1,038
10,270
2.3%
7
PetSmart, Inc.
39
707
9,839
2.2%
8
The Home Depot, Inc.
9
1,097
9,135
2.1%
9
The Sports Authority, Inc.
17
690
7,952
1.8%
10
SUPERVALU INC.
10
562
7,705
1.7%
11
Pier 1 Imports, Inc.
37
378
7,055
1.6%
12
Michaels Stores, Inc.
30
611
6,859
1.6%
13
Publix Super Markets Inc.
15
634
6,703
1.5%
14
Edwards Theaters, Inc.
2
219
6,558
1.5%
15
Dicks Sporting Goods, Inc.
13
568
6,525
1.5%
16
Wal-Mart Stores, Inc.
6
903
5,984
1.4%
17
Kohl's Corporation
10
849
5,826
1.3%
18
Office Depot, Inc.
21
420
5,512
1.3%
19
Staples, Inc.
18
342
4,687
1.1%
20
Rave Cinemas, LLC
2
162
4,626
1.1%
Total
428
13,449
$ 166,288
37.9%
1
Represents retail operating portfolio including our pro rata share of unconsolidated joint ventures
Top
20
retail
tenants
represent
37.9%
of
retail
ABR
¹
Diversity reduces risk
Diversity reduces risk
of overexposure
of overexposure


Dominant Grocery Anchors Drive Traffic
Portfolio has strong line-up of grocery anchors
74 of our 193 multi-tenant retail properties
1
are anchored or shadow-anchored
by a grocery store, and an additional 50 properties have a non-traditional
grocery component
2
Annual grocer sales average $25.2 M
3
or $501 per square foot, translating into
an estimated 18,000
4
shopper visits per week
1
Includes wholly-owned and unconsolidated joint ventures
2
Non-traditional component is defined as stores containing a Wal-Mart or Target branded location
3
Includes only tenants that report sales
4
Estimate of shopper visits based on $26.78 sales per customer transaction (source: www.fmi.org “FMI Facts & Figures”)
11


Non-Core and Non-Strategic Disposition Program
Strengthening Balance Sheet
Asset Type
Estimated Closing
Estimated Sale Proceeds
Year-to-date
1
Various
Closed
$262 M
Aon Office Building
Non-core office
Q4
$145 M -
$160 M
Other (including
remaining Mervyns)
Various
Q4
$43 M -
$128 M
Total
$450 M -
$550 M
1
Includes pad sales, earnouts, and the GMAC deed-in-lieu transaction through November 5, 2012
2012
disposition
program
includes
$450
-
$550
M
of
non-core
and
non-strategic
dispositions,
of
which $262 M has closed year-to-date, with over $200 M under contract or LOI
Planned dispositions will refocus RPAI on multi-tenant retail through the sales of our largest
industrial
asset,
our
largest
office
asset,
and
over
half
of
our
single-tenant
retail
portfolio
Estimated
net
proceeds
from
4Q12
dispositions
of
$100
M
-
$200
M
will
further
de-lever
the
balance
sheet and improve risk profile
12


Capital Markets &
Financial Update
13


Financial and Operational Goals
89.4%
90.6%
1
94% -
95%
2.3%
2
0.7%
2
2% -
3% at
stabilized occupancy
Less than 10% secured
debt per year
0%
18%
Goal
3
rd
Quarter 2012
Year End 2008
11%
4
27%
8%
7.3x
3
Reduce Combined Net Debt to
Combined Adjusted EBITDA to
6.0 –
7.0x
9.9x
3
14
Strong results represent a foundation for growth
Strong results represent a foundation for growth
1
2.2 million square feet of GLA was returned via big box retailer bankruptcies during 2009
2
3Q12 represents YTD year-over-year growth rate. Year-end 2008 represents full year, year-over-year, growth rate
3
For purposes of these ratio calculations, annualized three months ended figures were used. For 2008 the ratio is as of December 31, 2009, the first period for which the metric was reported
4
Forward twelve month maturities from 10/1/12 to 9/30/13


Historical Leverage Profile
Total Consolidated Debt ($M)
Combined Net
Debt / Combined
Adjusted EBITDA
9.9x
8.3x
7.3x
8.2x
15
Improving our risk profile by reducing leverage
Improving our risk profile by reducing leverage
is a top priority
is a top priority


Over $1.2 B of Capital Raised in 2012
Raised $293 M of common equity and began trading on the NYSE
in early April
Closed a new $650 M unsecured credit facility in February,
comprised of a $350 M revolver and a $300 M term loan
Available borrowings can increase to $850 M in certain
circumstances
In 3Q12, we entered into an interest rate swap transaction to fix
the variable rate portion of the term loan at 0.54% through
February 2016 (spread on the line of credit was 2.25%)
Originated ten mortgages totaling $281 M at a weighted average
interest rate of 4.53% and a weighted average term of 9.4 years
Strengthening Balance Sheet
16
Providing financial flexibility to enhance balance sheet
Providing financial flexibility to enhance balance sheet
and position RPAI for growth
and position RPAI for growth


Capital Structure Positioned for Growth
1
This mezzanine debt is open for prepayment in 1Q13, subject to a prepayment penalty
Amount
Interest
Capitalization ($M)
Credit statistics
$235
Unsecured Revolving
Line of Credit
2.50%
300
Unsecured Term Loan
1
2.79%
2,272
Mortgage Debt
6.11%
125
Mezzanine Debt
1
12.80%
$2,932
Total Debt
5.77%
(107)
Less Cash
$2,825
Net Debt
Combined Net Debt to
Combined Adjusted EBITDA
7.3x
Fixed Rate Debt
91.6%
Weighted Average Maturity
5.5 years
Weighted Average Interest
Rate
5.77%
Strong liquidity position, with $107 M of cash and 
$115 M of availability on the unsecured line of credit
at September 30, 2012
Additional deleveraging is expected to come from the
continued lease-up of the portfolio and the execution
of the non-core and non-strategic disposition program
17
Objective of becoming an investment grade borrower
Objective of becoming an investment grade borrower


Manageable Near-Term Debt Maturities
Debt Maturity Profile ($M)
Weighted
average interest
rate
5.21%
6.84%
4.68%
3.23%
6.87%
18
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
$1,000
$1,100
$1,200
$1,300
$1,400
2013
2014
2015
2016
Thereafter
Mortgages payable
Notes payable
Credit facility
$276
9.4%
$207
7.0%
$706
24.1%
$348
11.9%
$1,334
45.5%
$125 M
of 12.8% mezzanine
notes are prepayable
in
February 2013
As of October 1, all 2012 debt maturities had been addressed
As of October 1, all 2012 debt maturities had been addressed
Note:  Debt maturities as of November 5, 2012, excludes  a $27 M non-recourse mortgage payable  which matured in 2010


Experienced Management Team
Executive
Experience
Steven P. Grimes
President
& Chief Executive Officer
Former experience as Chief Operating Officer & Chief
Financial Officer
Director with the mortgage brokerage firm of Cohen
Financial
Senior Manager with Deloitte & Touche
Named to the Board in March 2011
Shane C. Garrison
EVP
Chief Operating Officer
& Chief Investment Officer
Vice President of Asset Management of RPAI US
Management LLC
Head of Asset Management for ECI Properties
General Manager of the Midwest region for Circuit City
Angela Aman
EVP
Chief Financial Officer
& Treasurer
Former Director of Capital Markets
Portfolio Manager at RREEF
Investment Banker for Deutsche Bank
Niall J. Byrne
EVP
& President of
Property Management
Senior Vice President of RPAI Holdco Management LLC
Vice President of Asset Management of American
Landmark Properties, Ltd.
Senior Vice President / Director of Operations for
Providence Management Company, LLC
Dennis K. Holland
EVP
General Counsel
& Secretary
Associate Counsel for The Inland Real Estate Group, Inc.
Deputy General Counsel with Heller Financial, Inc.
Subsequently employed by GE Capital following the
acquisition of Heller Financial
Dedicated
Management Team
19
Average 22+ years of real
estate industry experience
Successfully navigated most
recent economic crisis
Senior executive focus on
operations
In-house management and
leasing


APPENDIX
NON-GAAP RECONCILIATIONS
20


Non-GAAP Financial Measures
A-1


Reconciliation of NOI to Net Income
A-2


Reconciliation
of
Operating
FFO
¹
A-3


Reconciliation of Combined
Adjusted EBITDA
A-4


Reconciliation of Combined Net Debt to
Combined Adjusted EBITDA
A-5