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
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
(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.
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)
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