| Item 7.01. |
Regulation FD Disclosure. |
On November 6, 2024, Retail Opportunity Investments Corp., a Maryland corporation (the “Company”), issued a press release
announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated November 6, 2024, by and among the Company, Retail Opportunity Investments Partnership, LP, a Delaware limited partnership, Montana
Purchaser LLC, a Delaware limited liability company, Mountain Purchaser LLC, a Delaware limited liability company, Big Sky Purchaser LLC, a Delaware limited liability company, Montana Merger Sub Inc., a Maryland corporation, and Montana Merger Sub
II LLC, a Delaware limited liability company, providing for the acquisition of the Company by affiliates of Blackstone Real Estate Partners X L.P., subject to the terms and conditions set forth therein (the “Merger”).
A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information required to be
reported on Form 8-K with respect to the Merger Agreement will be filed in a separate Current Report on Form 8-K.
In addition, on November 6, 2024, the Company provided a communication to its employees regarding the proposed Merger. A copy of the
employee communication is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information contained in Item
7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report and the communication attached as Exhibit 99.2 to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in the
press release attached as Exhibit 99.1 to this report and the communication attached as Exhibit 99.2 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.
ROIC Forward Looking Statements.
This communication
includes certain disclosures which contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and in Section 21F of the Securities and Exchange Act of 1934, as amended, including but
not limited to those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. When used herein, the words “believes,” “anticipates,”
“projects,” “should,” “estimates,” “expects,” “guidance” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results to differ materially from future results expressed or implied by such forward-looking statements.
Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not
limited to: (i) the parties’ ability to complete the Merger on the anticipated terms and timing, or at all, including the Company’s ability to obtain the required stockholder approval, and the parties’ ability to satisfy the
other conditions to the completion of the Merger; (ii) potential litigation relating to the Merger that could be instituted against the Company or its directors, managers or officers, including the effects of any outcomes related thereto;
(iii) the risk that disruptions from the Merger will harm the Company’s business, including current plans and operations, including during the pendency of the Merger; (iv) the ability of the Company to retain and hire key personnel;
(v) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (vi) legislative, regulatory and economic developments; (vii) potential business uncertainty, including
changes to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance; (viii) certain restrictions during the pendency of the Merger that may impact the Company’s ability
to pursue certain business opportunities or strategic transactions; (ix) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or pandemic, as well as
management’s response to any of the aforementioned factors; (x) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any
event, change or other circumstance that could give rise to the termination of the Merger Agreement,
