M&A: RETAIL OPPORTUNITY INVESTMENTS CORP

Form Type: DEFM14A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525001782

Comments: Retail Opportunity Investments Corp. filed a definitive proxy statement regarding a special meeting of stockholders scheduled for February 7, 2025. The meeting will address a merger proposal for the merger of Montana Merger Sub Inc., an affiliate of Blackstone Real Estate Partners X L.P., with Retail Opportunity Investments Corp. If approved, shareholders will receive $17.50 in cash for each share of common stock. The board of directors recommends voting 'FOR' the merger proposal, which requires the approval of a majority of votes cast at the meeting. Other proposals include advisory compensation related to the merger and a possibility of adjournment to solicit more proxies. The merger agreement outlines terms and conditions under which the transaction will occur, detailing the treatment of various share types and potential fees for termination of the agreement.

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Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000119312524285974

Comments: On December 27, 2024, Retail Opportunity Investments Corp. filed an 8-K form detailing the Agreement and Plan of Merger involving the Company and its partnership, Retail Opportunity Investments Partnership, LP, along with related entities. The document outlines the terms of the mergers where Merger Sub II will merge into the Partnership, and subsequently, Merger Sub I will merge into the Company, resulting in both the Partnership and Company becoming subsidiaries of the Parent Entities. Additionally, the filing indicates changes to compensation arrangements for certain officers due to the mergers, including an acceleration of vesting for restricted stock awards and modifications to performance-based awards. Furthermore, it highlights potential risks associated with the mergers such as litigation, disruptions, and other uncertainties affecting the completion of the mergers. It notes that a proxy statement regarding the mergers will be filed with the SEC and provides instructions for stockholders to obtain further information regarding the filings.

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Form Type: DEFA14A

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000119312524285978

Comments: Retail Opportunity Investments Corp. is involved in a merger transaction, as detailed in the Agreement and Plan of Merger executed on November 6, 2024. The merger includes two primary components: the first part of the transaction involves Montana Merger Sub II LLC merging with and into Retail Opportunity Investments Partnership, LP, resulting in the Partnership as the surviving entity. Subsequently, Montana Merger Sub I will merge with and into Retail Opportunity Investments Corp., which will become a wholly-owned subsidiary of the Parent Entities. Changes to restricted stock awards for certain executives have been made in conjunction with this merger, which includes accelerated vesting of specific stock awards originally scheduled to vest later. The document includes forward-looking statements regarding the completion, timing, and effects of the mergers, along with cautionary notes on the risks associated with these actions.

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Form Type: PREM14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524283647

Comments: Retail Opportunity Investments Corp. (ROIC) is inviting its stockholders to a special meeting scheduled for a later date in 2025 to vote on a proposed merger with Montana Merger Sub Inc., an affiliate of Blackstone Real Estate Partners X L.P. The proposed merger entails ROIC's shares being exchanged for $17.50 in cash per share, subject to conditions outlined in a merger agreement dated November 6, 2024. Stockholder approval is required for the merger to proceed, and the board of directors recommends voting 'FOR' the merger proposal. Other proposals for a non-binding advisory compensation vote for executives related to the merger and potential adjournments for proxy solicitation will also be presented at the meeting. Further details regarding the merger agreement include provisions related to the treatment of common stock, restricted stock awards, and partnership units. Voting instructions are detailed, emphasizing the importance of stockholder participation to establish a quorum and enable voting on the merger proposal.

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