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): January 3, 2011
RETAIL OPPORTUNITY INVESTMENTS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or other jurisdiction of incorporation) | 001-33749 (Commission File Number) | 26-0500600 (I.R.S. Employer Identification No.) |
3 Manhattanville Road, Purchase, NY (Address of Principal Executive Offices) | 10577 (Zip Code) |
Registrant's telephone number, including area code: (914) 272-8080
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):
| [ ] | 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)) |
On January 3, 2011, a subsidiary of Retail Opportunity Investments Corp. (the "Company") completed the acquisition of a shopping center located in Oceanside, California known as Marketplace Del Rio from Mission Center, LLC, (“Seller”), an unaffiliated third party. The net purchase price for Marketplace Del Rio was approximately $35.7 million and was funded from available cash.
Set forth in Item 9.01 are financial statements prepared pursuant to Rule 3-14 of Regulation S-X relating to the acquisition of Marketplace Del Rio, which individually is not considered significant within the meaning of Rule 3-14.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
Marketplace Del Rio
| · | Independent Auditors’ Report |
| · | Statement of Revenues and Certain Expenses for the Year Ended December 31, 2010 (Audited) and three months ended March 31, 2011 (Unaudited) |
| · | Notes to Statement of Revenues and Certain Expenses for the Year Ended December 31, 2010 (Audited) and three months ended March 31, 2011(Unaudited) |
| (b) | Pro Forma Financial Information. |
| · | Pro Forma Consolidated Balance Sheet As of December 31, 2010 (Unaudited) |
| · | Pro Forma Consolidated Statement of Operations for the Three Months Ended March 31, 2011 (Unaudited) |
| · | Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2010 (Unaudited) |
| · | Notes to Pro Forma Consolidated Financial Statements (Unaudited) |
| (c) | Exhibits. |
| Exhibit No. | Description | |
| 23.1 | Consent of Independent Auditor. | |
| 99.1 | Financial statements and pro forma financial information referenced above under paragraphs (a) and (b) 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: May 17, 2011 | By: | /s/ John B. Roche | |
| Name: | John B. Roche | ||
| Title: | Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 23.1 | Consent of Independent Auditor | |
| 99.1 | Financial Statement of Property Acquired and Pro Forma Financial Information. |