M&A - RETAIL OPPORTUNITY INVESTMENTS CORP

Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000119312525025059

Filing Summary: On February 12, 2025, Retail Opportunity Investments Corp. completed a merger transaction as outlined in the Merger Agreement dated November 6, 2024. The merger involved the Company and its partnership merging with various buyer entities affiliated with Blackstone. Upon completion, Merger Sub II merged with the Partnership, which continued to exist, and subsequently, Merger Sub I merged with the Company, making the Company a subsidiary of the new parent entities. Shareholders received $17.50 per share for their common stock as merger consideration. Furthermore, outstanding debts, including certain notes and obligations, were settled. The Company also notified NASDAQ for delisting following the merger's completion and related changes in corporate governance.

Form Type: POS AM

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000119312525025068

Filing Summary: On February 12, 2025, Retail Opportunity Investments Corp. (the 'Company') filed Post-Effective Amendments related to two Registration Statements (No. 333-163866 and No. 333-198974) following a merger executed on the same date. This merger involved Retail Opportunity Investments Partnership, LP and several Delaware limited liability companies as Buyers. The 'Merger Sub I' and 'Merger Sub II' entities were involved in this transaction, resulting in the Company continuing as the surviving entity. Consequently, all offerings of securities under the referenced Registration Statements have been terminated and those securities that remained unsold are hereby deregistered.

Form Type: POS AM

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525025072

Filing Summary: On February 12, 2025, Retail Opportunity Investments Corp. executed a merger with Montana Merger Sub Inc., a wholly-owned subsidiary, as per an Agreement and Plan of Merger dated November 6, 2024. This merger resulted in Retail Opportunity Investments Corp. being the surviving entity. Consequently, the company removed all unsold securities registered under its previous Registration Statements No. 333-163866 and 333-198974, effectively terminating all offerings of securities tied to those registrations. This action reflects an update to the deregistration of such securities due to the completed merger, in compliance with the Securities Act of 1933, which deregistered those registered but not sold securities as of the merger date.

Form Type: POS AM

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525025095

Filing Summary: On February 12, 2025, Retail Opportunity Investments Corp., a Maryland corporation, filed Post-Effective Amendment No. 2 to Form S-3 (Registration No. 333-146777) pertaining to the merger detailed in an Agreement and Plan of Merger dated November 6, 2024. The merger involved Retail Opportunity Investments Corp., Retail Opportunity Investments Partnership, LP, Montana Purchaser LLC, Mountain Purchaser LLC, Big Sky Purchaser LLC, Montana Merger Sub Inc., and Montana Merger Sub II LLC. Following the merger, Retail Opportunity Investments Corp. continued as the surviving entity, and the document confirms the deregistration of unsold securities under previous registration statements, effectively terminating those offerings that were registered. The filing certifies compliance with relevant filing requirements.

Form Type: POSASR

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525025075

Filing Summary: Retail Opportunity Investments Corp. has filed a Post-Effective Amendment No. 1 to Form S-3, registration statement No. 333-210413. This filing relates to a merger that occurred on February 12, 2025, per an Agreement and Plan of Merger dated November 6, 2024, which involved Retail Opportunity Investments Partnership, LP, and several other entities. The merger resulted in Retail Opportunity Investments Corp. continuing as the surviving company, thereby terminating any and all securities offerings previously registered under the mentioned registration statement. As part of this process, the company has deregistered any unsold securities associated with the registration statement, reflecting the completion of the merger and the termination of its effectiveness.

Form Type: POSASR

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000119312525025082

Filing Summary: On February 12, 2025, Retail Opportunity Investments Corp. and Retail Opportunity Investments Partnership, LP announced the completion of a merger as per the Agreement and Plan of Merger dated November 6, 2024. The merger involved Montana Merger Sub Inc. and Montana Merger Sub II LLC, resulting in the Partnership becoming a subsidiary of Retail Opportunity Investments Corp. This merger effectively led to the termination of any offerings of securities that were registered but not sold under various registration statements. The document details the deregistration process of these securities and confirms that all regulatory requirements for filing the amendments were met.

Form Type: POSASR

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525025091

Filing Summary: On February 12, 2025, Retail Opportunity Investments Corp. and Retail Opportunity Investments Partnership, LP filed a Post-Effective Amendment to deregister securities under several previously filed Form S-3 registration statements. This deregistration follows the completion of mergers as per an Agreement and Plan of Merger dated November 6, 2024, wherein the Partnership merged with Montana Merger Sub II LLC and subsequently, Retail Opportunity Investments Corp. merged with Montana Merger Sub I. As a result of these mergers, all offerings of securities registered under the mentioned registration statements have been terminated, leading to the removal of unsold securities from registration.

Form Type: POSASR

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525025092

Filing Summary: On February 12, 2025, Retail Opportunity Investments Corp. and Retail Opportunity Investments Partnership, LP, filed a post-effective amendment to their Form S-3 registration statements following a merger agreement dated November 6, 2024. This agreement involved multiple parties, including Montana Purchaser LLC and its subsidiaries. The merger resulted in the Partnership surviving as a subsidiary of the Company, followed by the Company's merger with Merger Sub I, with the Company remaining the surviving entity. Consequently, all offerings of securities registered under the affected registration statements have been terminated, leading to the removal of unsold securities from registration as required by the Securities Act of 1933. The registrants reaffirmed their compliance with filing requirements on Form S-3.

Form Type: POSASR

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000119312525025094

Filing Summary: On February 12, 2025, Retail Opportunity Investments Corp. and Retail Opportunity Investments Partnership, LP executed a merger agreement involving several entities, including Montana Purchaser LLC and Montana Merger Sub Inc. The Partnership merged with the Merger Sub II while surviving as a subsidiary of the Company, followed by the Company's merger with Merger Sub I, resulting in the Company remaining as the surviving entity. The document also details that all offerings of securities registered under previous Form S-3 registration statements have been terminated, and accordingly, unsold securities are being deregistered.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525025073

Filing Summary: On February 12, 2025, Retail Opportunity Investments Corp. filed a Post-Effective Amendment (the "Post-Effective Amendment") to Registration Statement No. 333-269041 under Form S-8 with the SEC. This amendment is related to a merger that took place on the same date, as per the terms of an Agreement and Plan of Merger dated November 6, 2024. In this merger, Retail Opportunity Investments Corp. merged with and into Montana Merger Sub Inc., a wholly-owned subsidiary of a parent company consisting of Buyers 1, 2, and 3. Consequently, Retail Opportunity Investments Corp. is the surviving entity in the merger, resulting in the termination of all offerings of securities previously registered under the Registration Statement.

Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525022744

Filing Summary: On February 7, 2025, Retail Opportunity Investments Corp. held a special meeting to vote on proposals related to a merger with Retail Opportunity Investments Partnership, LP and several affiliated buyers. The merger involves two main components: the Partnership Merger, where a subsidiary will merge with the Partnership, and the Company Merger, where the Company will become a wholly-owned subsidiary of the Parent Parties, affiliated with Blackstone Real Estate Partners X L.P. Three proposals were voted on, including the approval of the merger agreement, an advisory compensation proposal, and an adjournment if needed. The Merger Proposal received majority approval with 109,567,743 votes in favor, while the compensation proposal received mixed support with 74,817,740 votes in favor versus 34,619,067 against. The company expects the mergers to be completed by February 12, 2025.

Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525016201

Filing Summary: On January 30, 2025, Retail Opportunity Investments Corp. disclosed developments regarding its merger with Retail Opportunity Investments Partnership, LP, and affiliated entities. This merger involves two phases: the Partnership Merger where Merger Sub II will merge into the Partnership, and the Company Merger where Merger Sub I will merge with Retail Opportunity Investments Corp., resulting in the latter becoming a wholly-owned subsidiary. Each share of common stock will be converted to cash equal to $17.50 per share at the time of the Company Merger Effective Time. The disclosures include 14 demand letters received by the company from law firms regarding the adequacy of disclosures in the previously filed Proxy Statement and three complaints filed in various courts alleging breach of fiduciary duties related to the merger process. The company intends to vigorously defend against these legal actions, stating they lack merit. The document also describes supplemental disclosures made to provide additional information in light of the complaints and demand letters, and outlines the background of the transaction and financial projections justifying the merger consideration.

Form Type: DEFA14A

Filing Date: 2025-01-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525016207

Filing Summary: Retail Opportunity Investments Corp. is providing an update related to its Merger Agreement entered on November 6, 2024, which includes a two-step merger involving its subsidiary and the closing conditions for the approval of the merger by stockholders. The definitive proxy statement associated with the merger was mailed to stockholders on January 7, 2024. As of January 30, 2025, the company has received 14 demand letters from law firms representing purported stockholders challenging the adequacy of the disclosures in the proxy statement. Additionally, three complaints have been filed relating to the merger, alleging breaches of fiduciary duties and disclosure violations. The plaintiffs are seeking injunctive relief, rescission, or damages. Retail Opportunity Investments Corp. denies the allegations and intends to vigorously defend against these actions. However, to avoid litigation expenses and delays, the company is voluntarily supplementing the proxy statement with additional disclosures. The amendments to the proxy statement detail the background of the transaction, updates on demand letters and lawsuits, and summary financial projections relevant to the merger.

Form Type: DEFM14A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525001782

Filing Summary: 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.

Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000119312524285974

Filing Summary: 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.

Form Type: DEFA14A

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000119312524285978

Filing Summary: 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.

Form Type: PREM14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524283647

Filing Summary: 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.