UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 13, 2015 (April 7, 2015)

INLAND REAL ESTATE INCOME TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 2.01. Completion of Acquisition or Disposition of Assets.

On the date indicated below, Inland Real Estate Income Trust, Inc. (referred to herein as “us,” “we,” “our” or the “Company”) acquired all of the membership interests in a limited liability company, IREIT Shrewsbury White City, L.L.C. (the “White City Subsidiary”), newly formed to own a fee simple interest in the following retail property (dollar amounts stated in millions, except for per square foot amounts): 

We acquired the membership interests from White City Partners, LLC and White City East Partners, LLC, both unaffiliated third parties, for approximately $96.75 million in cash, plus closing costs. The sellers and a significant partner have agreed to indemnify us for damages of up to $2 million from breaches of certain representations and warranties and certain other breaches as set forth in the purchase agreement.

As of the closing date, the seller had not delivered possession of the Petco premises to Petco with all work to have been performed under the Petco lease completed and had not paid the tenant improvement allowance in the sum of $183,630 to Petco under the Petco lease (the "Petco Allowance") or commissions payable with respect to the initial term of the Petco lease. Pursuant to the purchase agreement, $1,928,581 was held back from the cash portion of the purchase price otherwise payable to seller at the closing and deposited into escrow with an escrow agent, which amount reflects 125% of the estimated cost to complete the remaining Petco work, plus the Petco Allowance and unpaid Petco brokerage commissions, among other things. The escrow agent will disburse to the seller portions of the Petco escrow as the seller completes the remaining Petco work and unpaid brokerage commissions payable for the Petco lease and will disburse to us as purchaser the Petco Allowance and monthly Petco rent proceeds until the rent commencement date under the Petco lease. The remainder of the Petco escrow amount will be disbursed by the escrow agent to the seller after Petco begins paying rent.

We funded approximately 50% of the purchase price with proceeds from our offering, and we expect to pay our business manager an acquisition fee equal to 1.5% of the contract purchase price, or approximately $1.45 million. We funded the remainder of the purchase price, approximately 50%, with a loan secured by the property. The terms of the loan are discussed below under Item 2.03.

We considered numerous items in deciding whether to acquire White City Shopping Center, including the following:

 The property was constructed in 1962 and renovated from 2011 through 2014. As of April 8, 2015, White City Shopping Center was 92.9% occupied and 100% leased to 45 tenants. The weighted-average remaining lease term for the tenants occupying the property is approximately 6 years. There is one tenant occupying greater than 10% of the total gross leasable area of the property. Shaw’s Supermarket, an operator of supermarkets in Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont and an affiliate of Cerberus Capital Management L.P., leases 64,000 square feet, or approximately 25% of the total gross leasable area of the property, and pays annual base rent of approximately $917,100, or approximately 15% of total annual base rent of the property based on leases in place as of April 8, 2015. The Shaw’s Supermarket lease expires on February 28, 2018, subject to three renewal options of five years each with escalating rents, which will be automatically exercised unless Shaw’s Supermarket gives notice of termination at least six months prior to expiration. The other tenants leasing at least 10,000 square feet are Austin's Liquors, Planet Fitness, Petco, Dress Barn and iParty.

The following table lists, on an aggregate basis, all of the scheduled lease expirations occurring during the years ending December 31, 2015 through 2024 and the approximate rentable square feet represented by the applicable lease expirations at the property as of April 8, 2015.

The table below sets forth certain historical information with respect to the occupancy rate at the property, expressed as a percentage of total gross leasable area, and the average effective annual base rent per square foot.

We believe that the property is suitable for its purpose and adequately covered by insurance. We do not intend to make significant renovations or improvements in the foreseeable future; however, we expect to replace portions of the roof from time to time, as needed. As of April 8, 2015, there were seven and 12 competitive shopping centers located within approximately three and five miles of the property, respectively. As of April 8, 2015, within a five mile radius of the property the population was over 222,000 and the average household income within the same radius was over $71,000.

Real estate taxes assessed for the fiscal year ended December 31, 2014, were approximately $662,500. The amount of real estate taxes assessed was equal to the property’s assessed value multiplied by an average tax rate of 1.217%. We will calculate depreciation expense for federal income tax purposes by using the straight-line method. For federal income tax purposes, we depreciate buildings and land improvements based upon estimated useful lives of 40 and 5 to 20 years, respectively.

The information set forth above in this Item 2.01 does not purport to be complete in scope and is qualified in its entirety by the full text of the purchase agreement and related documents attached to this Current Report as Exhibits 10.1–10.3, which are incorporated into this Item 2.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

White City Shopping Center. On April 7, 2015, the White City Subsidiary entered into a loan with Santander Bank, N.A. for $49.4 million.  The loan is secured by a first mortgage on the White City Shopping Center.

The loan bears interest at a floating rate equal to the one month LIBOR rate, calculated monthly, plus 1.5% per annum. The effective annual interest rate as of the date of this report is 1.6815% per annum. As part of the financing transaction, the White City Subsidiary entered into an interest rate swap contract, effective April 8, 2015, to fix the floating LIBOR interest rate in order to manage the risk exposed to interest rate fluctuations. As a result, the effective annual interest rate of the loan is 3.24% per annum through maturity on April 7, 2022. Interest only is due and payable in arrears on each payment date until but not including the payment date occurring in May, 2020. On the payment date occurring in May, 2020 and on each payment date thereafter, principal and interest based upon a 30 year amortization schedule until maturity is due and payable. On the maturity date, the outstanding principal balance of the loan plus all accrued and unpaid interest will be due. Subject to satisfying certain conditions, as set forth in the loan documents, the White City Subsidiary may prepay all or a portion of the loan, and if all of the loan is paid, obtain the release of the property and the related obligations under the loan documents. Provided only scheduled principal payments are made during the term of the loan, approximately $47.5 million will be due and payable at the maturity date.

The loan documents contain debt yield requirements and customary affirmative, negative and financial covenants, agreements, representations, warranties and borrowing conditions, all as set forth in the loan documents, including limitations on the incurrence of unpermitted liens on the properties. The loan documents also contain various customary events of default, including the non-payment of principal or interest, any default in compliance with the covenants contained in the documents evidencing the loan and bankruptcy or other insolvency events. If an event of default occurs under the loan, the lender may declare the debt to be immediately due and payable, and in certain limited cases the loan balance may become immediately due and payable without any action by the lender. In the event of a default, the White City Subsidiary will be required to pay a default interest rate equal to the lessor of 5% per annum above the current rate or the maximum interest rate permitted by applicable law.

We have agreed to indemnify and hold the lender harmless against all obligations, demands and liabilities and against all losses in any way suffered, incurred or paid by lender as a result of or in any way arising out of the following or after the following has occurred: (a) fraud or written intentional material misrepresentation; (b) undischarged bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, filed by, consented to, or acquiesced in by, us or the borrower; (c) we or the borrower, in bad faith, materially hinders, delays or interferes with the lawful exercise by the lender of its rights or remedies under the loan documents after the loan has been accelerated; (d) intentional physical waste by us or the borrower; (e) the misapplication or conversion by borrower of certain amounts received in connection with the ownership of the property; (f) failure to pay charges for labor or material requested by us or the borrower which gives rise to a lien or the failure to pay or escrow taxes or to pay other charges that can create a lien; (g) security deposits held by borrower are not delivered upon a foreclosure; (h) borrower fails to obtain lender’s prior consent to any subordinate financing or other voluntary lien encumbering the property placed by the borrower; (i) borrower fails to maintain required insurance coverage; (j) in any manner arising under the environmental indemnity agreement; (k) in any manner arising under the Hedging Contract (as defined in the note); or (l) failure of the borrower to make repairs required by section 3.10 of the loan agreement. We have also entered into an environmental indemnity agreement in favor of the lender.

The information set forth above in this Item 2.03 does not purport to be complete in scope and is qualified in its entirety by the full text of the agreements attached to this Current Report as Exhibits 10.4–10.7, which are incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX