InvenTrust Properties Corp. Enters into a Private Placement Offering of $250 Million Senior Unsecured Notes

Key Terms

private placement financial

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

senior unsecured notes financial

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

note purchase agreement financial

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

section 4(a)(2) regulatory

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

exemption from registration regulatory

Exemption from registration means that certain financial instruments or offerings are not required to go through a formal registration process with regulatory authorities. This can make it easier and faster for companies to raise money or offer securities to investors. For investors, it matters because it may affect how much information is available about the investment and the level of oversight involved.

DOWNERS GROVE, Ill.--(BUSINESS WIRE)-- InvenTrust Properties Corp. (“InvenTrust” or the “Company”) (NYSE: IVT) today announced that it has signed a definitive note purchase agreement providing for a private placement of $250 million senior unsecured notes of which $50 million are designated as 5.09% Series A senior notes due June 29, 2029, $100 million are designated as 5.32% Series B senior notes due June 29, 2031, and $100 million are designated as 5.60% Series C senior notes due June 29, 2033 (collectively, the “Notes”). Combined, the Notes are expected to have a weighted average tenor of approximately 5.4 years and a weighted average fixed interest rate of 5.44%.

The Notes will be required to be absolutely and unconditionally guaranteed by certain subsidiaries of the Company that guarantee certain primary credit facilities of the Company (if any), although no subsidiary guarantees of the Notes are currently expected at the time of issuance. The Notes are expected to be issued on June 29, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes, including the repayment of indebtedness.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state or other jurisdictions’ securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions' securities laws. The Notes, when issued, will be sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any offer or sale of these securities in any state or other jurisdiction where, or to any person to whom, the offer, solicitation, or sale of these securities would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About InvenTrust Properties Corp.

InvenTrust Properties Corp. is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires and manages grocery-anchored neighborhood and community centers as well as high-quality power centers that often have a grocery component. Management pursues the Company's business strategy by acquiring retail properties in Sun Belt markets, opportunistically disposing of retail properties, and maintaining a flexible capital structure. A trusted, local operator bringing real estate expertise to its tenant relationships, IVT has built a strong reputation with market participants across its portfolio. For more information, please visit www.inventrustproperties.com.

Forward-Looking Statements Disclaimer

Forward-Looking Statements in this press release, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of InvenTrust's management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this press release that are not statements of historical fact, including statements about the expected issuance of the Notes and timing of such issuance, the intended use of net proceeds from the offering, and our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including our guidance and descriptions of our business plans and strategies. These statements often include words such as "may," "should," “could,” "would," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "target," "project," "predict," "potential," "continue," "likely," "will," "forecast," "outlook," "guidance," "suggest," and variations of these terms and similar expressions, or the negative of these terms or similar expressions.

The following factors, among others, could cause actual results, financial position and timing of certain events to differ materially from those described in the forward-looking statements: interest rate movements; local, regional, national and global economic performance; the impact of inflation on the Company and on its tenants; competitive factors; the impact of e-commerce on the retail industry; future retailer store closings; retailer consolidation; retailers reducing store size; retailer bankruptcies; government policy changes, including the effects of recent tariffs and changes in global trade policies on the overall state of the economy; and any material market changes and trends that could affect the Company’s business strategy. For further discussion of factors that could materially affect the outcome of management's forward-looking statements and IVT's future results and financial condition, see the Risk Factors included in the Company's most recent Annual Report on Form 10-K, as updated by any subsequent Quarterly Reports on Form 10-Q, in each case as filed with the Securities and Exchange Commission. InvenTrust intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law.

IVT cautions you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. IVT undertakes no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If IVT updates one or more forward-looking statements, no inference should be drawn that IVT will make additional updates with respect to those or other forward-looking statements.

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For Additional Information
Investor Relations
Dan Lombardo
Vice President of Investor Relations
630-570-0605
dan.lombardo@inventrustproperties.com

Source: InvenTrust Properties Corp.