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Thursday, 07/15/2021 10:14:20 AM

Thursday, July 15, 2021 10:14:20 AM

Post# of 88
Selling the entire PR portfolio for $550M is a fantastic move here. Actually may have gotten cheaper thinking of the pro-forma numbers....

Item 1.01 Entry into a Material Definitive Agreement

On July 13, 2021, the general due diligence period expired under the Purchase and Sale Agreement, dated as of June 30, 2021 (the “Purchase Agreement”), by and among Retail Value Inc. (the “Company”) and RVT PR Mezz Borrower 1 LLC, a wholly-owned subsidiary of the Company (collectively, the “Sellers”), and Kildare Acquisitions US, LLC (the “Purchaser”). Pursuant to the Purchase Agreement, the Sellers have agreed to sell to the Purchaser all of their interests in the limited liability companies that own all of the Company’s remaining assets located in Puerto Rico (comprising approximately 3.5 million square feet of Company-owned gross leasable area) for $550 million in cash, subject to adjustment for certain closing pro-rations, allocations and adjustments. The sale does not include any cash or restricted cash held by or on behalf of the limited liability companies at closing and the Sellers will retain the right to pursue and collect amounts from tenants relating to pre-closing periods (including amounts relating to pre-closing periods which have been deferred and are to be repaid by tenants sometime after the closing date). Closing remains subject to customary conditions, including but not limited to delivery of estoppel letters from tenants, the accuracy of Sellers’ representations in all material respects and the absence of condemnation or casualty events exceeding $30 million in the aggregate. In connection with the expiry of the due diligence period, the Purchaser posted a deposit of $15 million with the escrow agent for the transaction, which deposit is nonrefundable (except in certain limited circumstances as set forth in the Purchase Agreement) and will be credited to Purchaser against the purchase price at closing. Closing of the transaction is expected to occur by the end of the third quarter of 2021. The Company anticipates utilizing a portion of the net proceeds from the transaction to repay the entire balance of the mortgage loan, as required under the mortgage agreement. At June 30, 2021, the outstanding principal amount of the mortgage loan was approximately $214.5 million.

Twitter: @VincePagano

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