8-K

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): November 1, 2019

INVENTRUST PROPERTIES CORP.

(Exact Name of Registrant as Specified in its Charter)

Maryland	000-51609	34-2019608
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3025 Highland Parkway, Suite 350

Downers Grove, Illinois 60515

(Address of Principal Executive Offices)

(855) 377-0510

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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))

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	N/A	N/A

Item 7.01 Regulation FD Disclosure.

On November 1, 2019, InvenTrust Properties Corp. (the “Company”) issued a letter to its stockholders. A copy of the letter to stockholders is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On November 1, 2019, the Company adopted a Second Amended and Restated Share Repurchase Program (the “Program”), authorizing redemption of the Company’s shares of common stock (the “Shares”), subject to certain conditions and limitations.

The following is a summary of the terms and provisions of the Program:

• The Company will redeem the Shares on a semi-annual basis, with the semi-annual periods running from December 28 – June 27 and June 28 – December 27 of each year (other than the first semi-annual period, which shall be a partial period commencing on December 1, 2019 and running through December 27, 2019). The Company will repurchase Shares on the last business day of each semi-annual period (and in all events on a date other than a dividend payment date).

• The Company will redeem the Shares at a specified price per Share, which price will be equal to a 25% discount to the net asset value (“NAV”) per Share most recently announced by the Company in a public filing with the Securities and Exchange Commission prior to the repurchase date, in an amount for each semi-annual period of up to 5% of the weighted-average number of Shares outstanding during the prior semi-annual period, subject to sufficiently available funds.

• The Program will be open to all qualifying stockholders (holders who purchased their shares from the Company or acquired their shares through one or more non-cash transactions), with no specific end date (although the board of directors of the Company may choose to amend, suspend or terminate the Program at any time by providing 30 days’ advance written notice to stockholders).

• Stockholders can tender their Shares for redemption at any time during the period in which the Program is open; stockholders can also withdraw tendered Shares at any time prior to five business days before the end of the applicable semi-annual period.

• If the volume limitation is reached in any given semi-annual period or the Company determines to redeem fewer shares than have been submitted for redemption in any particular semi-annual period due to the insufficiency of funds, the Company will redeem the Shares in accordance with the policy on priority of redemptions set forth in the Program.

• The Program will be terminated if the Shares are listed on a national securities exchange or if the Company merges with a listed company.

• The Company’s transfer agent, Computershare Trust Company, will act as the redemption agent in connection with the Program.

The first semi-annual period of the Program will be a partial period commencing on December 1, 2019 and ending on December 27, 2019.

The foregoing is a summary of the terms and provisions of the Program and is therefore subject to the full text of the Program, which is filed as Exhibit 99.2 hereto and incorporated herein by reference and will be made available on the Company’s corporate website. Details of the Program have also been provided to stockholders in the letter sent to stockholders on November 1, 2019.

Forward Looking Statements

The statements in this Current Report on Form 8-K include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of the Company’s most recent annual report on Form 10-K and the Company’s most recent quarterly report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit    No.	Description
99.1	Letter to Stockholders dated November 1, 2019
99.2	Second Amended and Restated Share Repurchase Program

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.

	InvenTrust Properties Corp.
Date: November 1, 2019	By:	/s/ Christy L. David
	Name:   Christy L. David
	Title:   Executive Vice President, General Counsel & Secretary

EX-99.1

Exhibit 99.1

November 1, 2019

Dear Fellow Stockholder,

The InvenTrust management team is dedicated to engaging directly with our shareholders and listening to their feedback. To this end, over the past year and a half, we conducted more than a dozen in-person investor meetings, hosted numerous webcasts, and held conversations with thousands of you through emails and phone calls. From these interactions, it became apparent that a share repurchase program available multiple times a year accommodating different life events a shareholder may experience was something InvenTrust needed to explore to best help our shareholders. Therefore, I am pleased to announce that InvenTrust Properties will launch both a Share Repurchase Program (“SRP”) and a Dividend Reinvestment Plan (“DRP”). These programs will offer qualifying shareholders a multitude of benefits – investment flexibility, liquidity opportunities multiple times a year and the opportunity to reinvest and purchase IVT shares at a discount to the Company’s estimated share value. The shares will also be repurchased by IVT at a value well-above current mini-tender and secondary market pricing.

Share Repurchase Program

On December 1, 2019, the Share Repurchase Program will officially become active. We believe the SRP will provide our original shareholders a liquidity tool and flexibility you may need due to different life events or a change in your investment strategy. Here are some of the details of the program:

• To be eligible for any of the SRP categories, you must be a Qualifying shareholder. Qualifying shareholders are those that purchased their shares of common stock¹ from the Company during our initial offer periods from 2005 to 2009 or acquired their shares through one or more non-cash transactions. Any shares purchased on the secondary market or via a third party mini-tender will not be eligible for the SRP.

• There are a number of categories a shareholder will have the opportunity to participate in through this program. Each category has been prioritized and all shares in that category will be purchased before shares in the next category will be redeemed.

^○  Category 1 (the first shares to be repurchased) – Upon the passing of a shareholder registered on an InvenTrust account, their heirs or co-owner on the account will have the opportunity to sell shares back to InvenTrust. The Qualifying Event must have occurred after September 13, 2018.

^○  Category 2 – The classified disability (as determined by an applicable governmental agency) or the determination of incompetence (as determined by a U.S. Court) of a registered shareholder on an InvenTrust account. The Qualifying Event must have occurred after September 13, 2018.

^○  Category 3 – An investor in need of a Required Minimum Distribution (“RMD”) out of an IRA investment account will have the option to sell shares back to InvenTrust.

^○  Category 4 (the final shares to be repurchased) – This will be a general SRP category that all other Qualified shareholders will be eligible to participate in.

• The money for the SRP will come from funds raised through the quarterly DRP process discussed in this letter, with an additional $20 million provided by InvenTrust at the outset of the program. InvenTrust will have the ability to inject additional funds into the SRP by the determination of the IVT Board. Please be aware that funds available for the SRP many not be sufficient to accommodate the demand for the entire funds requested for the SRP. If that is the case, your SRP application will remain in the queue and you will not need to resubmit your SRP request.

• Shares will be repurchased for all SRP categories at a 25% discount to our current estimated share value. This means that today, the repurchase value would be $2.355.

• InvenTrust must receive your repurchase request or withdrawal from the program, along with other documentation, as applicable, in good order at least five business days before the repurchase date. InvenTrust will repurchase shares twice a year in late June and late December.

• To register for the SRP please contact our Investor Services team at 855-377-0510 or visit http://www.inventrustsrp.com/ to complete your SRP application.

Dividend Reinvestment Plan

As of November 1, 2019, all shareholders may register for the DRP. Shareholders registered for the DRP, upon the next quarterly dividend, will receive new shares of InvenTrust in the amount equal to the cash value they would have received from their quarterly cash dividend. As an added incentive for shareholders to participate in the plan, DRP shares will be purchased at a 25% discount to the Company’s current estimated share value of $3.14. This means that all shares purchased under the DRP will be at $2.355 per share.

We believe the DRP program will be an attractive investment opportunity to InvenTrust shareholders for several reasons:

• InvenTrust’s dividend is $0.0737 per share on an annualized basis. Shares purchased through the DRP at $2.355 raises the dividend rate on those shares to 3.13%. This is well above the current 2.35% dividend rate on shares valued at $3.14.

• The purchase price of DRP shares will be $2.355, but the value of the shares will be recorded on shareholder account statements at a value of $3.14. This means each DRP share will increase a shareholder’s value in InvenTrust but will lower the average per share cost for their IVT investment.

• Shareholders who elect to participate in the plan may do so at any time. Shareholders residing in a jurisdiction that has not yet approved InvenTrust’s DRP will continue to receive a cash dividend until such jurisdiction has provided approval.

• New shares will automatically be added to your InvenTrust account each quarter.

As a large shareholder myself, I believe in our strategy and our portfolio of assets, so I plan on participating in the DRP investment opportunity. If you are interested as well, simply register online via Computershare’s Investor Center or call our Investor Services team to have them walk you through the registration process.

We are confident in the benefits these programs will provide shareholders. We also believe the programs will help address your personal financial needs and the liquidity desires of some of our shareholders at a value above the secondary market. Most importantly, the structure and execution of these programs does not remove InvenTrust’s focus on our portfolio strategy or the pursuit of a final liquidity event when market conditions are right.

Complete details for these programs are available on our website and in our SEC filings. As always please feel free to contact us with any questions. To the 150,000 shareholders invested in InvenTrust – I want to emphasize that the InvenTrust team continues to be proactive and diligent in our efforts to try and increase the value of the InvenTrust platform. Thank you again for your continued support and investment in InvenTrust.

Sincerely,

INVENTRUST PROPERTIES CORP.

Thomas P. McGuinness

President, CEO

Forward-Looking Statements in this letter, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future and are typically identified by words such

as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and involve known and unknown risks that are difficult to predict. For a discussion of factors that could materially affect the outcome of the Company’s forward-looking statements and our 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 Report on Form 10-Q, in each case as filed with the Securities and Exchange Commission. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. You are cautioned not to place undue reliance on any forward-looking statements, which are made as of the date of this letter. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect actual results, new information, future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward looking statements.

This letter does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor there be any sale of securities referred to in this letter, in any jurisdiction in which any such offer, solicitation or sale is not permitted. Furthermore, nothing in this letter is intended to provide tax, legal or investment advice. You should consult your business advisor, attorney and/or tax and accounting advisor regarding your specific business, legal or tax situation. During a given Redemption period, IVT may reach its repurchase limit for such period equal to 5% of the weighted-average number of shares outstanding, meaning your repurchase request may not be processed for redemption or you will only receive a proration of your request redeemed.

1- Common stock, $0.001 par value per share.

EX-99.2

Exhibit 99.2

INVENTRUST PROPERTIES CORP.

SECOND AMENDED AND RESTATED SHARE REPURCHASE PROGRAM

Adopted on November 1, 2019

Effective as of December 1, 2019

The Board of Directors (the “Board”) of InvenTrust Properties Corp., a Maryland corporation (the “Company”), has adopted this Second Amended and Restated Share Repurchase Program (this “SRP”), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company’s charter unless otherwise defined herein.

1. Qualifying Stockholders. “Qualifying Stockholders” are holders of the Company’s common stock, $0.001 par value per share (the “Shares”), who purchased their shares from the Company or acquired their shares through one or more non-cash transactions, such as transfers by gift, transfers by inheritance, intrafamily transfers, transfers as a result of family dissolutions, or transfers to affiliates and transfers by operation of law. For the avoidance of doubt, once Shares are transferred for value by a stockholder, the transferee and all subsequent holders of such Shares are not eligible to participate in the SRP.

2. Share Repurchase. Subject to the terms and conditions of this SRP, including the limitations on repurchases set forth in paragraph 4 and the procedures for repurchase set forth in paragraph 5, the Company will repurchase such number of shares as requested by a Qualifying Stockholder. A processing fee to be applied upon fulfilment of each repurchase request will be identified in the form described in Section 8 below.

3. Repurchase Price. The price at which the Company will repurchase the Shares of a Qualifying Stockholder is a 25% discount to the net asset value (“NAV”) per Share most recently announced by the Company in a public filing with the Securities and Exchange Commission (the “SEC”) prior to the Repurchase Date (as hereinafter defined). The Board will announce any repurchase price adjustment and the time period of its effectiveness by filing a Current Report on Form 8-K with the SEC at least 30 days prior to the effective date thereof.

4. Limitations on Repurchase. During any semi-annual period (as defined below), the Company may repurchase no more than 5% of the weighted-average number of Shares outstanding during the prior semi-annual period. In addition to certain funds that the Board has set aside in connection with the commencement of the SRP, the cash available for repurchases on any particular date will generally be limited to the proceeds from the dividend reinvestment plan through such date (provided the dividend reinvestment plan is still in effect on such date) less amounts already used for repurchases; however, subject to the limitations described above and below, the Company may use other sources of cash at the discretion of the Board. The Company has no obligation to repurchase Shares if the repurchase would violate the restrictions on distributions under the Maryland General Corporation Law, as amended from time to time, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. The Board reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase.

5. Procedures for Repurchase. The Company has engaged a third party to administer the SRP. Upon any change to the identity or the mailing address of the program administrator, the Company will notify stockholders of such change. The Company will make purchases under the SRP semi-annually. The semi-annual periods will run from December 28 – June 27 and June 28 – December 27 of each year (each, a “semi-annual period”). The Company will repurchase Shares on the last business day of each semi-annual period (and in all events on a date other than a dividend payment date) (the “Repurchase Date”). (As of the Repurchase Date, repurchased Shares will cease earning dividends notwithstanding the fact that the repurchase payment for such Shares may have not yet been remitted to the former holder of such Shares.)

For a stockholder’s Shares to be eligible for repurchase in a given semi-annual period, the program administrator must receive written notice of a repurchase request, as described in Section 8, from the stockholder or from an authorized representative of the stockholder setting forth the number of Shares requested to be repurchased at least five business days before the Repurchase Date. If the Company cannot purchase all Shares presented for repurchase in any semi-annual period, based upon insufficient cash available or the limit on the number of Shares the Company may repurchase during any calendar year, in each case as described in Section 4 above, the Company will attempt to honor repurchase requests as follows (and in the following order of priority): (a) repurchases upon the death of a stockholder, processed in order of date of death; (b) repurchases in connection with a Qualifying Disability or Determination of Incompetence (in each case, as defined below), processed in order of the date such disability or incompetence was determined in the manner set forth in Section 6.b. or Section 6.c. below; (c) repurchases in connection with RMD Requests (as defined below), processed in order of the date the notice set forth in Section 6.d. is received; and (d) pro rata to all other redemption requests, except that if such pro rata repurchase would result in a stockholder owning less than the minimum purchase requirement of 300 Shares, then the Company would repurchase all of such stockholder’s Shares.

If the Company does not completely satisfy a repurchase request at the end of a semi-annual period because the program administrator did not receive the request in time or because of the limitations on repurchases set forth in Section 4, then the Company will treat the unsatisfied portion of the repurchase as a request for repurchase at the next Repurchase Date, unless the repurchase request is withdrawn. Any stockholder can withdraw a repurchase request by sending written notice to the program administrator, provided such notice is received at least five business days before the Repurchase Date.

6. Special Procedures related to Stockholder’s Death, Qualifying Disability, Determination of Incompetence or RMD Request.

a. Death. In order for a death to entitle a stockholder to the special repurchase priority described in Section 5, a death certificate must be submitted with the written repurchase request, and such death must have occurred subsequent to September 13, 2018.

b. Qualifying Disability. In order for a disability to entitle a stockholder to the special repurchase priority described in Section 5 (a “Qualifying Disability”), (i) the stockholder must receive a determination of disability based upon a physical or mental condition or impairment arising after the date the stockholder acquired the Shares to be repurchased and after September 13, 2018, and (ii) such determination of disability must be made by the governmental agency responsible for reviewing the disability retirement benefits that the stockholder could be eligible to receive (the “Applicable Government Agency”).

The Applicable Government Agencies are limited to the following: (x) if the stockholder paid Social Security taxes and, therefore, could be eligible to receive Social Security benefits, then the Applicable Governmental Agency is the Social Security Administration or the agency charged with responsibility for administering Social Security disability benefits at that time if other than the Social Security Administration; (y) if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security disability benefits, but the stockholder could be eligible to receive disability benefits under the Civil Service Retirement System (“CSRS”), then the Applicable Governmental Agency is the U.S. Office of Personnel Management; or (z) if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security benefits but suffered a disability that resulted in the stockholder’s discharge from military service under conditions that were other than dishonorable and, therefore, could be eligible to receive military disability benefits, then the Applicable Governmental Agency is the Department of Veterans Affairs or the agency charged with the responsibility for administering military disability benefits at that time if other than the Department of Veterans Affairs.

Disability determinations by governmental agencies for purposes other than those listed above, including but not limited to worker’s compensation insurance, administration or enforcement of the Rehabilitation Act or Americans with Disabilities Act, or waiver of insurance premiums will not entitle a stockholder to the special repurchase priority described in Section 5. Repurchase requests following an award by the applicable governmental agency of disability benefits must be accompanied by: (1) the investor’s initial application for disability benefits and (2) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Department of Veterans Affairs record of disability-related discharge or such other documentation issued by the Applicable Governmental Agency that the Company deems acceptable and that demonstrates an award of the disability benefits.

As the following disabilities do not entitle a worker to Social Security disability benefits, they do not qualify for special repurchase priority, except in the limited circumstances when the investor is awarded disability benefits by the other Applicable Governmental Agencies described above: disabilities occurring after the legal retirement age, and disabilities that do not render a worker incapable of performing substantial gainful activity.

c. Determination of Incompetence. In order for a determination of incompetence or incapacitation to entitle a stockholder to the special repurchase priority described in Section 5 (a “Determination of Incompetence”), a state or federal court located in the United States (a “U.S. Court”) must declare, determine or find the stockholder to be (i) mentally incompetent to enter into a contract, prepare a will or to make medical decisions or (ii) mentally incapacitated, in both cases such determination must be made by a U.S. court after the date the stockholder acquired the Shares to be repurchased and after September 13, 2018.

A determination of incompetence or incapacitation by any person or entity other than a U.S. Court, or for any purpose other than those listed above, will not entitle a stockholder to the special repurchase priority described in Section 5. Repurchase requests following a Determination of Incompetence by a U.S. Court must be accompanied by the court order, determination or the certificate of the court declaring the stockholder incompetent or incapacitated.

d. RMD Requests. In order for a request by certain stockholders related to the satisfaction of required minimum distribution requirements to entitle the stockholder to the special repurchase priority described in Section 5 (a “RMD Request”), such stockholder must submit a form designated for such purposes, which will be provided by the Company upon request, with a medallion stamp indicating the number of shares needed to satisfy the required minimum distribution, and such RMD request must be limited to such required minimum distribution amount.

7. Termination, Suspension or Amendment of the SRP by the Company. The SRP will terminate and the Company will not accept Shares for redemption in the event (a) the Shares are listed on any national securities exchange, or (b) the Company merges with a listed company. Additionally, the Company may amend, suspend or terminate the SRP for any reason upon 30 days’ notice to the Company’s stockholders.

8. Notice of Repurchase Request. Qualifying Stockholders who desire to have their shares repurchased must provide written notice to the Company on a form designated for such purpose, which will be provided by the Company upon request.

9. Liability of the Company. The Company shall not have any liability to any stockholder for the value of the stockholder’s Shares, the redemption price of the stockholder’s Shares, or for any damages resulting from the stockholder’s presentment of his or her Shares or the redemption of the Shares under the SRP, except as result from the Company’s gross negligence, recklessness or violation of applicable law; provided, however, that nothing contained herein shall constitute a wavier or limitation of any rights or claims a stockholder may have under federal or state securities laws.

10. Governing Law. The SRP shall be governed by the laws of the State of Maryland.

11. Taxes. Stockholders shall have complete responsibility for payment of all taxes, assessments and other applicable obligations resulting from the Company’s redemption of shares.