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RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

June 18, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2014, Retail Opportunity Investments Corp. (the "Company") and Retail Opportunity Investments Partnership, LP (the "Operating Partnership") entered into an underwriting agreement with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as representatives of the several underwriters named in Schedule A thereto, in connection with the offer and sale by the Company of 12,500,000 shares of its common stock, par value $0.0001 per share, at a price of $14.95 per share. The Company granted the underwriters an option to purchase up to 1,875,000 additional shares of common stock, which has been exercised by the underwriters in full. The Company expects to receive aggregate net proceeds from the offering of approximately $205.5 million after deducting underwriting discounts and commissions and estimated offering expenses. The shares of the Company's common stock are being offered and sold under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to a shelf registration statement on Form S-3ASR (File Nos. 333-189057 / 333-189057-01). The offering is scheduled to close on June 18, 2014, subject to specified closing conditions. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 13, 2014, a subsidiary of the Company completed the acquisition of the property known as Fallbrook Shopping Center located in West Hills, California, within the Los Angeles metropolitan area, from Fallbrook Square Partners Limited Partnership and Fallbrook Square Anchor Acquisition, LP (collectively, the "Sellers"), unaffiliated third parties, for approximately $210.0 million in cash. The Company funded the purchase price of the Fallbrook Shopping Center acquisition using borrowings under its $350.0 million unsecured revolving credit facility.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements that are required to be filed pursuant to this Item will be filed under cover of a Form 8-K/A as soon as practicable, but no later than 71 days after the date on which this initial Form 8-K is required to be filed.

(b) Pro forma financial information.

The pro forma financial information that is required to be filed pursuant to this Item will be filed under cover of a Form 8-K/A as soon as practicable, but no later than 71 days after the date on which this initial Form 8-K is required to be filed.

(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated June 12, 2014, among Retail Opportunity Investments Corp., Retail Opportunity Investments Partnership, LP and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representative of the several underwriters named therein 5.1 Opinion of Clifford Chance US LLP (including consent of such firm) 8.1 Tax Opinion of Clifford Chance US LLP (including consent of such firm) - 2 -



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