UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Retail Opportunity Investments Corp.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
76131N101
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
76131N101 |
| 1 | NAMES OF REPORTING PERSONS Fir Tree Capital Opportunity Master Fund, L.P. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 1,074,614 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 1,074,614 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,074,614 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 2.3% | |||||
| 12 | TYPE OF REPORTING PERSON | ||||
| PN | |||||
Page 2 of 9
CUSIP No. |
76131N101 |
| 1 | NAMES OF REPORTING PERSONS Fir Tree Value Master Fund, L.P. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 6,425,386 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 6,425,386 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 6,425,386 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 14.0% | |||||
| 12 | TYPE OF REPORTING PERSON | ||||
| PN | |||||
Page 3 of 9
CUSIP No. |
76131N101 |
| 1 | NAMES OF REPORTING PERSONS Fir Tree, Inc. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| New York | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 7,500,000 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 7,500,000 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 7,500,000 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 16.4% | |||||
| 12 | TYPE OF REPORTING PERSON | ||||
| CO | |||||
Page 4 of 9
SCHEDULE 13G/A
This Amendment No. 1 to Schedule 13G (this “Amendment”) is being filed on behalf of Fir Tree
Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership (“Capital
Fund”), Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Value
Fund”), and Fir Tree, Inc., a New York corporation (“Fir Tree,” and, collectively with Capital Fund
and Value Fund, the “Reporting Persons”) relating to Common Stock, par value $0.0001 per share (the
“Common Stock ”), of Retail Opportunity Investments Corp., a Delaware corporation (the “Issuer”),
purchased by Capital Fund and Value Fund. Fir Tree is the investment manager of Capital Fund and
Value Fund.
In addition to updating the holdings of the Reporting Persons, this Amendment is being filed
to report that Fir Tree SPAC Holdings 1, LLC, a Delaware limited liability company, transferred
ownership of its shares of Common Stock to Capital Fund and Value Fund, and consequently ceased to
be a Reporting Person.
| Item 1(a) | Name of Issuer. |
Retail Opportunity Investments Corp.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
3 Manhattanville Road
Purchase, New York 10577
Purchase, New York 10577
| Item 2(a) | Name of Person Filing. |
| Item 2(b) | Address of Principal Business Office. |
| Item 2(c) | Place of Organization. |
Fir Tree Capital Opportunity Master Fund, L.P.
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership
Fir Tree Value Master Fund, L.P.
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership
Fir Tree, Inc.
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation
Fir Tree is the investment manager for each of Capital Fund and Value Fund, and has been granted
investment discretion over portfolio investments, including the Common Stock, held by Capital Fund
and Value Fund.
Page 5 of 9
| Item 2(d) | Title of Class of Securities. |
Common Stock, $0.0001 par value per share (the “Common Stock”)
| Item 2(e) | CUSIP Number. |
76131N101
| Item 3 | Reporting Person. |
The person filing is not listed in Items 3(a) through 3(j).
| Item 4 | Ownership. |
| (a) | Capital Fund is the beneficial owner of 1,074,614 shares of
Common Stock (consisting of 521,514 shares of Common Stock and warrants
exercisable to purchase 553,100 shares of Common Stock). Value Fund is the
beneficial owner of 6,425,386 shares of Common Stock (consisting of 2,628,486
shares of Common Stock and warrants exercisable to purchase 3,796,900 shares of
Common Stock). |
||
Fir Tree may be deemed to beneficially own the shares of Common Stock held
by Capital Fund and Value Fund as a result of being the investment manager
of Capital Fund and Value Fund. |
|||
| (b) | Capital Fund is the beneficial owner of 2.3% of the outstanding
shares of Common Stock. Value Fund is the beneficial owner of 14.0% of the
outstanding shares of Common Stock. Collectively, the Reporting Persons
beneficially own 7,500,000 shares of Common Stock, which represents 16.4% of
the shares of Common Stock outstanding. These percentages are determined by
dividing the number of shares of Common Stock and warrants exercisable to
purchase Common Stock beneficially held by the Reporting Persons by the sum of
(i) 41,519,675, the number of shares of Common Stock issued and outstanding and
(ii) 4,350,000, the number of warrants exercisable to purchase Common Stock
beneficially held by Reporting Persons. |
||
| (c) | Capital Fund has the shared power to direct the vote and
disposition of 1,074,614 shares of Common Stock. Value Fund has the shared
power to direct the vote and disposition of 6,425,386 shares of Common Stock.
Fir Tree has been granted investment discretion over the Common Stock held by
Capital Fund and Value Fund, and thus, has the shared power to direct the
vote and disposition of 7,500,000 shares of Common Stock. |
Page 6 of 9
| Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| Item 10 | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 7 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: February 12, 2010
| FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P. | ||||||||
| By: | FIR TREE, INC., its Manager | |||||||
| By: | /s/ Jeffrey Tannenbaum
|
|||||||
| Title: President | ||||||||
| FIR TREE VALUE MASTER FUND, L.P. | ||||||||
| By: | FIR TREE, INC., its Manager | |||||||
| By: | /s/ Jeffrey Tannenbaum | |||||||
| Name: Jeffrey Tannenbaum | ||||||||
| Title: President | ||||||||
| FIR TREE, INC. | ||||||||
| By: | /s/ Jeffrey Tannenbaum | |||||||
| Name: Jeffrey Tannenbaum | ||||||||
| Title: President | ||||||||
Page 8 of 9
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G
(including any and all amendments thereto) with respect to the shares of Common Stock, $0.0001 par
value per share, of Retail Opportunity Investments Corp., a Delaware corporation, and further agree
that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
February 12, 2010.
| FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P. | ||||||||
| By: | FIR TREE, INC., its Manager | |||||||
| By: | /s/ Jeffrey Tannenbaum
|
|||||||
| Title: President | ||||||||
| FIR TREE VALUE MASTER FUND, L.P. | ||||||||
| By: | FIR TREE, INC., its Manager | |||||||
| By: | /s/ Jeffrey Tannenbaum | |||||||
| Name: Jeffrey Tannenbaum | ||||||||
| Title: President | ||||||||
| FIR TREE, INC. | ||||||||
| By: | /s/ Jeffrey Tannenbaum | |||||||
| Name: Jeffrey Tannenbaum | ||||||||
| Title: President | ||||||||
Page 9 of 9