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) August 1, 2013
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) | 27-1532741 (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):
| [ ] | 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)) |
Item 8.01 Other Events.
On June 27, 2013, Retail Opportunity Investments Corp. ("ROIC"), acting through a subsidiary held through Retail Opportunity Investments Partnership, LP, (the "Operating Partnership"), ROIC’s operating partnership, acquired the property known as Hawthorne Crossings (“Hawthorne Crossings”) located in San Diego, California, for a purchase price of approximately $41.5 million, from an unaffiliated third-party seller. Hawthorne Crossings is approximately 141,000 square feet and is anchored by Mitsuwa Marketplace, Ross Dress For Less and Staples. The property was acquired using borrowings under the Operating Partnership’s 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 Hawthorne Crossings, 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.
Hawthorne Crossings
| · | Independent Auditors’ Report |
| · | Statement of Revenues and Certain Expenses for the year ended December 31, 2012 (Audited) and three months ended March 31, 2013 (Unaudited) |
| · | Notes to Statement of Revenues and Certain Expenses for the year ended December 31, 2012 (Audited) and three months ended March 31, 2013 (Unaudited) |
(b) Pro Forma Financial Information for Retail Opportunity Investments Corp.
| · | Pro Forma Consolidated Balance Sheet as of March 31, 2013 (Unaudited) |
| · | Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2013 (Unaudited) |
| · | Pro Forma Consolidated Statement of Operations for the year ended December 31, 2012 (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 March 31, 2013 (Unaudited) |
| · | Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2013 (Unaudited) |
| · | Pro Forma Consolidated Statement of Operations for the year ended December 31, 2012 (Unaudited) |
| · | Notes to Pro Forma Consolidated Financial Statements (Unaudited) |
(d) Exhibits.
| | Description |
| 23.1 | | Consent of Independent Auditors |
| 99.1 | | Financial statement 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. |
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| Dated: August 1, 2013 | | By: | /s/ Michael B. Haines | |
| | | | Michael B. Haines Chief Financial Officer |
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| | RETAIL OPPORTUNITY INVESTMENTS PARTNERSHIP, LP |
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| | | By: RETAIL OPPORTUNITY INVESTMENTS GP, LLC, its general partner |
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| | | By: | /s/ Michael B. Haines | |
| | | | Michael B. Haines Chief Financial Officer |
| Dated: August 1, 2013 | | | | |
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