0001171843-15-006844.txt : 20151216 0001171843-15-006844.hdr.sgml : 20151216 20151216162010 ACCESSION NUMBER: 0001171843-15-006844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151210 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20151216 DATE AS OF CHANGE: 20151216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RETAIL OPPORTUNITY INVESTMENTS CORP CENTRAL INDEX KEY: 0001407623 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 260500600 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33749 FILM NUMBER: 151291185 BUSINESS ADDRESS: STREET 1: 8905 TOWNE CENTRE DRIVE, SUITE 108 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: (858) 677-0900 MAIL ADDRESS: STREET 1: 8905 TOWNE CENTRE DRIVE, SUITE 108 CITY: SAN DIEGO STATE: CA ZIP: 92122 FORMER COMPANY: FORMER CONFORMED NAME: NRDC Acquisition Corp. DATE OF NAME CHANGE: 20070724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Retail Opportunity Investments Partnership, LP CENTRAL INDEX KEY: 0001577230 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 271532741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-189057-01 FILM NUMBER: 151291186 BUSINESS ADDRESS: STREET 1: 8905 TOWNE CENTRE DRIVE STREET 2: SUITE 108 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: (858) 677-0900 MAIL ADDRESS: STREET 1: 8905 TOWNE CENTRE DRIVE STREET 2: SUITE 108 CITY: SAN DIEGO STATE: CA ZIP: 92122 8-K 1 gff8k_121615.htm FORM 8-K

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): December 10, 2015

RETAIL OPPORTUNITY

INVESTMENTS CORP

(Exact Name of Registrant as Specified in Its Charter)


Maryland	001-33749	26-0500600
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

RETAIL OPPORTUNITY

INVESTMENTS PARTNERSHIP, LP

(Exact Name of Registrant as Specified in Its Charter)


Delaware	333-189057-01	94-2969738
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8905 Towne Centre Drive, Suite 108 San Diego, California		92122
(Address of Principal Executive Offices)		(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 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))

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 3.02 is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities

On December 10, 2015, Retail Opportunity Investments Partnership, LP (the "Operating Partnership") acquired Sternco Center (the "Transaction"), located in Bellevue, Washington, for consideration of approximately $49 million which was paid through the issuance of 2,823,790 units of limited partnership interest in the Operating Partnership (the "OP Units"). The OP Units were 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. In connection with the Transaction, the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended, was amended to reflect the issuance of OP Units in the Transaction and provide the redemption and related rights of holders of such OP Units.

In connection with the Transaction, Retail Opportunity Investments Corp. (the "Company") entered into a registration rights agreement with the sellers of Sternco Center who received OP Units pursuant to which it agreed, subject to certain exceptions, to use commercially reasonable efforts to file a shelf registration statement covering the resale of shares of common stock that may be issued upon exchange of such OP Units, and to use commercially reasonable efforts to cause such shelf registration statement to be declared effective as soon as practicable thereafter. In addition, the Company entered into a tax protection agreement pursuant to which it agreed, subject to certain exceptions, to indemnify the sellers of Sternco Center who received OP Units against certain tax liabilities, if such liabilities result from a transaction involving a direct or indirect taxable acquisition of Sternco Center.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: December 16, 2015	RETAIL OPPORTUNITY INVESTMENTS CORP.

	By:	/s/ Michael B. Haines
	Name: Michael B. Haines
	Title: Chief Financial Officer

Dated: December 16, 2015	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