$250M InvenTrust (NYSE: IVT) senior notes set across three series
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
InvenTrust Properties Corp. is entering a private placement of $250 million senior unsecured notes through a note purchase agreement with institutional purchasers. The company plans three tranches: $50 million of 5.09% Series A notes due June 29, 2029, $100 million of 5.32% Series B notes due June 29, 2031, and $100 million of 5.60% Series C notes due June 29, 2033. The notes, which have a weighted average tenor of about 5.4 years and a weighted average fixed interest rate of 5.44%, are expected to be issued on June 29, 2026, subject to customary closing conditions. InvenTrust intends to use the net proceeds for general corporate purposes, including repaying debt and funding future acquisitions. The notes include financial covenants, events of default provisions, and potential subsidiary guarantees, and are being sold as unregistered securities under Section 4(a)(2) of the Securities Act.
Positive
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Negative
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Insights
InvenTrust locks in $250M of fixed-rate, medium-term debt.
InvenTrust Properties Corp. arranged a private placement of $250 million senior unsecured notes spread across 3–7 year maturities at fixed coupons between 5.09% and 5.60%. This diversifies funding beyond bank facilities while keeping debt unsecured.
The notes carry leverage, coverage and unencumbered pool covenants plus a most favored lender clause, tying terms to its primary credit facilities. These conditions aim to protect noteholders and may influence how much balance-sheet flexibility management maintains over time.
Proceeds are earmarked for general corporate purposes, including debt repayment and potential acquisitions, so the net impact depends on future deployment. Investors can later compare this 5.44% weighted average cost and 5.4-year tenor with subsequent filings showing changes in leverage, interest expense and asset growth.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total senior unsecured notes: $250 million
Series A notes: $50 million at 5.09%
Series B notes: $100 million at 5.32%
+5 more
8 metrics
Total senior unsecured notes
$250 million
Aggregate principal amount in private placement
Series A notes
$50 million at 5.09%
Senior Notes due June 29, 2029
Series B notes
$100 million at 5.32%
Senior Notes due June 29, 2031
Series C notes
$100 million at 5.60%
Senior Notes due June 29, 2033
Weighted average tenor
5.4 years
Combined tenor of the Notes
Weighted average interest rate
5.44%
Combined fixed rate for all series
Earliest maturity date
June 29, 2029
Maturity of Series A Notes
Expected issuance date
June 29, 2026
Notes expected to be issued, subject to conditions
Key Terms
note purchase agreement, senior unsecured notes, Make-Whole Amount, most favored lender provision, +2 more
6 terms
note purchase agreement financial
"entered into a note purchase agreement (the “Note Purchase Agreement”) with the various purchasers"
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.
senior unsecured notes financial
"a private placement of $250 million senior unsecured notes of which $50 million are designated"
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.
Make-Whole Amount financial
"at 100% of the principal amount so prepaid plus accrued interest and a Make-Whole Amount"
A make-whole amount is the cash payment a borrower must give investors when it pays off a bond or loan early, designed to compensate them for lost future interest. Think of it like an early-termination fee that equals the current value of the remaining scheduled payments (often calculated using a set interest rate) so investors are put “made whole”; it matters because it changes how costly early refinancing is and affects bond values and investor returns.
most favored lender provision financial
"also contains a "most favored lender” provision whereby it will be deemed to include additional financial covenants"
Section 4(a)(2) of the Securities Act regulatory
"will sell the Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
fixed charge coverage ratio financial
"including, without limitation, total and unsecured leverage ratios, a fixed charge coverage ratio"
A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 - Entry Into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 16, 2026 , InvenTrust Properties Corp. (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”) with the various purchasers named therein (the “Purchasers”) providing for the private placement of $250 million aggregate principal amount of senior notes by the Company of which (i) $50 million are designated as 5.09% Senior Notes, Series A, due June 29, 2029 (the “Series A Notes”), (ii) $100 million are designated as 5.32% Senior Notes, Series B, due June 29, 2031 (the “Series B Notes”) and (iii) $100 million are designated as 5.60% Senior Notes, Series C, due June 29, 2033 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”). The Notes are expected to be issued on June 29, 2026, subject to customary closing conditions. Upon issuance, the Notes will pay interest semiannually on the 29th day of June and December in each year until their respective maturities.
The Company may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 5% of the aggregate principal amount of any series of the Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus accrued interest and a Make-Whole Amount (as defined in the Note Purchase Agreement).
The Note Purchase Agreement contains various restrictive covenants, including, without limitation, total and unsecured leverage ratios, a fixed charge coverage ratio, an unsecured interest coverage ratio, a secured recourse leverage ratio and a minimum unencumbered pool requirement. The Note Purchase Agreement also contains a "most favored lender” provision whereby it will be deemed to include additional financial covenants and negative covenants to the extent such covenants are incorporated into certain of the Company’s existing or future primary credit facilities and to the extent such covenants are more favorable to the lenders under such primary credit facilities than the covenants contained in the Note Purchase Agreement. Subject to the terms of the Note Purchase Agreement and the Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, Make-Whole Amount or interest under the Notes, and (ii) a default in the payment of certain other indebtedness of the Company or its consolidated subsidiaries, all the Notes then outstanding will become due and payable, either automatically or at the option of the Purchasers, depending on the event of default.
The Company’s obligations under 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.
The Company intends to use the net proceeds from the offering for general corporate purposes, including the repayment of indebtedness and future acquisitions. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Company offered and will sell the Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
The above summary of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement. A copy of the Note Purchase Agreement, including the form of the Notes, is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 2.03.
Item 8.01 - Other Events.
On April 16, 2026 , the Company issued a press release announcing its entry into the Note Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
10.1 | Note Purchase Agreement, dated April 16, 2026, by and among InvenTrust Properties Corp. and the purchasers named therein. | |||||||
99.1 | Press release issued on April 16, 2026. | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
Date: | April 16, 2026 | INVENTRUST PROPERTIES CORP. | ||||||||||||
By: | /s/ Christy L. David | |||||||||||||
Name: | Christy L. David | |||||||||||||
Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | |||||||||||||
NEWS RELEASE InvenTrust Properties Corp. Enters into a Private Placement Offering of $250 Million Senior Unsecured Notes DOWNERS GROVE, Ill. – April XX, 2026 – 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
NEWS RELEASE 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
NEWS RELEASE 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. For Additional Information Investor Relations Dan Lombardo Vice President of Investor Relations 630-570-0605 dan.lombardo@inventrustproperties.com
FAQ
What type of financing did InvenTrust Properties Corp. (IVT) announce?
InvenTrust announced a private placement of $250 million senior unsecured notes. The financing is split into three series with fixed interest rates and staggered maturities, broadening its debt sources beyond traditional credit facilities.
How are the $250 million InvenTrust (IVT) notes structured by series and maturity?
The company plans $50 million of 5.09% Series A notes due June 29, 2029, $100 million of 5.32% Series B notes due June 29, 2031, and $100 million of 5.60% Series C notes due June 29, 2033, all as senior unsecured obligations.
What is the weighted average interest rate and tenor of InvenTrust’s new notes?
Combined, the senior unsecured notes are expected to have a weighted average fixed interest rate of 5.44%. Their weighted average tenor is approximately 5.4 years, positioning the debt in a medium-term maturity range for the company’s capital structure.
When are InvenTrust (IVT) senior unsecured notes expected to be issued?
The notes are expected to be issued on June 29, 2026, subject to customary closing conditions. After issuance, they will pay interest semiannually each June 29 and December 29 until their respective maturities, barring any early prepayment events.
How does InvenTrust intend to use the proceeds from the $250 million notes?
InvenTrust plans to use the net proceeds for general corporate purposes, including repayment of existing indebtedness and funding future acquisitions. This approach allows flexibility to manage leverage and pursue growth opportunities in its retail real estate portfolio.
Under what securities law exemption will InvenTrust sell the new notes?
The notes will be sold in reliance on Section 4(a)(2) of the Securities Act. They will not be registered under federal or state securities laws and may not be offered or sold publicly in the United States without registration or an applicable exemption.