Upon issuance of the Underwritten Shares (as defined below) of 7% Series A Cumulative Redeemable Preferred Stock , $0.001 par value per share, of Retail Properties of America, Inc. (the "Company" and such stock, the "Series A Preferred Stock"), referenced in Item 5.03 below, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, any other shares of beneficial interest of the Company ranking junior to or on a parity with the Series A Preferred Stock, will be subject to certain restrictions in the event that the Company does not declare distributions on the Series A Preferred Stock during any distribution period.

The terms of the Series A Preferred Stock are set forth in the Articles Supplementary for the Series A Preferred Stock that are attached hereto as Exhibit 3.1.

(a) Under the Company's Charter, as amended, the Board of Directors is authorized without further shareholder action to provide for the issuance of up to 10,000,000 shares of preferred stock in one or more classes or series. On December 11, 2012, the Company adopted Articles Supplementary designating 5,750,000 of the Company's preferred shares of beneficial interest as "7% Series A Cumulative Redeemable Preferred Stock." The Articles Supplementary are effective as of December 14, 2012.

The terms of the Preferred Stock are set forth in the Articles Supplementary for the Series A Preferred Stock that are attached hereto as Exhibit 3.1.

On December 11, 2012, the Company entered into an Underwriting Agreement (the "Underwriting Agreement"), with Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of the other underwriters named therein, for the sale of 5,000,000 shares (the "Underwritten Shares") of the Series A Preferred Stock. Pursuant to the Underwriting Agreement, the Company granted the underwriters the option to purchase up to 750,000 additional shares (the "Additional Shares") of the Series A Preferred Stock to cover over-allotments. The Series A Preferred Stock was offered to the public at a price of $25 per share, and was offered to the underwriters at a price of $24.2125 per share. The Company estimates that the net proceeds from this offering, after estimated offering expenses, will be approximately $121.1 million or approximately $139.2 million if the underwriters' option to purchase additional shares is exercised in full. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

The underwriters have performed investment banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The underwriters may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.

Additionally, affiliates of Wells Fargo Securities, LLC and KeyBanc Capital Markets Inc. acting as lenders, have originated approximately $115.3 million and $81.3 million, respectively, of our mortgage debt that was outstanding as of September 30, 2012.

The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

(d) Exhibits

Exhibit 1.1-    Underwriting Agreement, dated as of December 11, 2012, relating to
                the Company's Series A Preferred Stock.

Exhibit 3.1-    Articles Supplementary for the Series A Preferred Stock.

Exhibit 5.1-    Opinion of Goodwin Procter LLP as to the legality of the Series A
                Preferred Stock.