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EX-99.1 - EXHIBIT 99.1 - RETAIL OPPORTUNITY INVESTMENTS CORPexh_991.htm
EX-23.1 - EXHIBIT 23.1 - RETAIL OPPORTUNITY INVESTMENTS CORPexh_231.htm
 
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 4, 2014
 
RETAIL OPPORTUNITY INVESTMENTS CORP.
 
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
(State or other jurisdiction
of incorporation)
 
001-33749
(Commission File Number)
 
26-0500600
(I.R.S. Employer
Identification No.)
 
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
 
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or other jurisdiction
of incorporation)
 
333-189057-01
(Commission File Number)
 
94-2969738
(I.R.S. Employer
Identification No.)

 
8905 Towne Centre Drive, Suite 108
San Diego, CA
(Address of Principal Executive Offices)
 
 
92122
(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 (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 
Item 8.01 Other Events
 
On December 4, 2014, Retail Opportunity Investments Corp. (“ROIC”), acting through a subsidiary held through Retail Opportunity Investments Partnership, LP, (the “Operating Partnership”), ROIC’s Operating Partnership, completed the acquisition of the property known as Mission Foothill Marketplace (“Mission Foothill”) located in Mission Viejo, California, within the Orange County metropolitan area, for a purchase price of approximately $29.0 million.  The Company funded the acquisition of Mission Foothill using borrowings under its credit facility.  Set forth in Item 9.01 is the financial statement prepared pursuant to Rule 3-14 of Regulation S-X relating to the acquisition of Mission Foothill, which individually is not considered significant within the meaning of Rule 3-14.
 
Item 9.01 Financial Statements and Exhibits.
 
(a)  
Financial Statement of Business Acquired.
 
Mission Foothill Marketplace
 
·
Independent Auditors’ Report
 
·
Statement of Revenues and Certain Expenses for the year ended December 31, 2013 (Audited) and nine months ended September 30, 2014 (Unaudited)
 
·
Notes to Statement of Revenues and Certain Expenses for the year ended December 31, 2013 (Audited) and nine months ended September 30, 2014 (Unaudited)
 
 (b)     Pro Forma Financial Information for Retail Opportunity Investments Corp.
 
 
·
Pro Forma Consolidated Balance Sheet as of September 30, 2014 (Unaudited)
 
·
Pro Forma Consolidated Statement of Operations and Comprehensive Income for the nine months ended September 30, 2014 (Unaudited)
 
·
Pro Forma Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2013 (Unaudited)
 
·
Notes to Pro Forma Consolidated Financial Statements (Unaudited)
 
(c)       Pro Forma Financial Information for Retail Opportunity Investments Partnership, LP
 
 
·
Pro Forma Consolidated Balance Sheet as of September 30, 2014 (Unaudited)
 
·
Pro Forma Consolidated Statement of Operations and Comprehensive Income for the nine months ended September 30, 2014 (Unaudited)
 
·
Pro Forma Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2013 (Unaudited)
 
·
Notes to Pro Forma Consolidated Financial Statements (Unaudited)
 
 
(d)      Exhibits.
 
Exhibit No.
 
Description
23.1
 
Consent of Independent Auditors
99.1
 
Financial statements and pro forma financial information referenced above under paragraphs (a), (b) and (c) of this Item 9.01
 
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  RETAIL OPPORTUNITY INVESTMENTS CORP.
       
       
Dated: February 11, 2015   By: /s/ Michael B. Haines  
    Michael B. Haines  
    Chief Financial Officer  
       
 
RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP
       
       
   
By: RETAIL OPPORTUNITY INVESTMENTS GP, LLC,
its general partner
       
       
    By: /s/ Michael B. Haines  
     
Michael B. Haines
 
     
Chief Financial Officer
 
Dated: February 11, 2015