UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 20, 2011
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.) |
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81 Main Street, White Plains, NY (Address of Principal Executive Offices) | | 10601 (Zip Code) |
Registrant's telephone number, including area code: (914) 620-2700
3 Manhattanville Road, Purchase, NY 10577
(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 May 20, 2011, a subsidiary of Retail Opportunity Investments Corp. (the "Company") completed the acquisition of a shopping center located in Stockton, California known as Morada Ranch from Evergreen Commercial et al. (“Seller”), an unaffiliated third party. The net purchase price for Morada Ranch was approximately $23.8 million and was funded with cash and borrowings under the Company's credit facility.
Set forth in Item 9.01 are financial statements prepared pursuant to Rule 3-14 of Regulation S-X relating to the acquisition of Morada Ranch, which individually is not considered significant within the meaning of Rule 3-14.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statement of Property Acquired.
Morada Ranch
| · | Independent Auditors’ Report |
| · | Statement of Revenues and Certain Expenses for the Year Ended December 31, 2010 (Audited) and nine months ended September 30, 2011 (Unaudited) |
| · | Notes to Statement of Revenues and Certain Expenses for the Year Ended December 31, 2010 (Audited) and nine months ended September 30, 2011(Unaudited) |
(b) Pro Forma Financial Information.
| · | Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 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. |
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| Dated: November 28, 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 |
