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IRC > SEC Filings for IRC > Form 8-K on 16-Nov-2012All Recent SEC Filings

Show all filings for INLAND REAL ESTATE CORP

Form 8-K for INLAND REAL ESTATE CORP


16-Nov-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhi


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 16, 2012, Inland Real Estate Corporation (the "Company") entered into a sales agency agreement (the "Sales Agency Agreement") with BMO Capital Markets Corp. ("BMO"), Jefferies & Company, Inc. ("Jefferies") and KeyBanc Capital Markets Inc. ("KBCM"). Each of BMO, Jefferies and KBCM is referred to in this Current Report on Form 8-K as an "Agent" and collectively they are referred to as the "Agents." The Sales Agency Agreement provides that the Company may offer and sell shares of its common stock (the "Shares") having an aggregate offering price of up to $150,000,000 from time to time through the Agents, acting as sales agents. Offers and sales of the Shares, if any, may be made in privately negotiated transactions (if the Company and the Agents have so agreed in writing) or by any other method deemed to be an "at the market" offering as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or to or through a market maker or through an electronic communications network. Each Agent is entitled to compensation of 1.5% of the actual sale execution price of each Share sold by such Agent on the New York Stock Exchange in the case of ordinary brokers' transactions or the price as otherwise agreed by the parties with respect to other methods of sale. In the ordinary course of business, each of the Sales Agents or their affiliates have provided, and may in the future provide, investment banking, commercial banking, corporate trust services and other services for the Company from time to time for which they have received, and will in the future receive, customary fees and reimbursement of expenses. On August 21, 2012, affiliates of BMO and KBCM, among other lenders, entered into agreements with the Company to provide to the Company a $175,000,000 unsecured term loan and a revolving credit facility of up to $175,000,000. The Sales Agency Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.                                Description

        5.1    Opinion of Venable LLP with respect to the legality of the shares.

        8.1    Opinion of Shefsky & Froelich Ltd. with respect to tax matters.

       10.1    Sales Agency Agreement, dated November 16, 2012, by and between
               Inland Real Estate Corporation and BMO Capital Markets Corp.,
               Jefferies & Company, Inc. and KeyBanc Capital Markets Inc.

       23.1    Consent of Venable LLP (included in Exhibit 5.1 to this report on
               Form 8-K).

       23.2    Consent of Shefsky & Froelich Ltd. (included in Exhibit 8.1 to this
               report on Form 8-K).


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