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):
May 10, 2017
RETAIL OPPORTUNITY INVESTMENTS CORP.
(Exact Name of Registrant as Specified in Its Charter)
|
Maryland (State or other jurisdiction of incorporation) |
001-33749 (Commission File Number) |
26-0500600 (I.R.S. Employer Identification No.) |
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware (State or other jurisdiction of incorporation) |
333-189057-01 (Commission File Number) |
94-2969738 (I.R.S. Employer Identification No.) |
|
8905 Towne Centre Drive, Suite 108 San Diego, California |
92122 (Zip Code) |
Registrant’s telephone number, including area code: (858) 677-0900
Not applicable
(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 of 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 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 3.02. | Unregistered Sale of Equity Securities |
On May 10, 2017, the board of directors of Retail Opportunity Investments Corp. (the “Company”) approved the acquisition by the Company and Retail Opportunity Investments Partnership, LP (the “Operating Partnership”), the operating partnership subsidiary of the Company, of Riverstone Marketplace located in Vancouver, Washington, within the Portland metropolitan area, and Fullerton Crossroads located in Fullerton (Orange County), California (the “Transaction”). The closing of the Transaction is subject to the satisfaction of certain conditions and there can be no assurance that the Transaction will be completed. The total consideration for Riverstone Marketplace and Fullerton Crossroads will be approximately $96.5 million, which will be paid through a combination of the issuance of approximately 2.4 million units of limited partnership interest in the Operating Partnership (the “OP Units”) based on a value of $21.25 per OP Unit and the assumption of loans on the properties. The OP Units will be exchangeable for cash, or at the election of the Company, into shares of common stock of the Company on a one-for-one basis, subject to the terms of the Operating Partnership’s partnership agreement. In addition, the Company may, subject to certain conditions, acquire a third property to be identified by the Company. In connection therewith, the Company expects that the OP Units issued in the Transaction will be exchanged for shares of common stock of the Company on a one-for-for one basis, and the Company may potentially issue up to approximately 330,000 additional shares of common stock to certain sellers of Riverstone Marketplace and Fullerton Crossroads, although the actual amount of additional shares of common stock, if any, will not be known until such transaction is completed. The OP Units and/or shares of common stock will be issued in a private placement in reliance on Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
SIGNATURES
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.
| Dated: May 16, 2017 | RETAIL OPPORTUNITY INVESTMENTS CORP. | ||
| By: | /s/ Michael B. Haines | ||
| Name: Michael B. Haines | |||
| Title: Chief Financial Officer | |||
| Dated: May 16, 2017 | RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP | ||
| By: RETAIL OPPORTUNITY INVESTMENTS GP, LLC, its | |||
| general partner | |||
| By: | /s/ Michael B. Haines | ||
| Name: Michael B. Haines | |||
| Title: Chief Financial Officer | |||