This Current Report on Form
8-K
is being filed in connection with the completion on February 12, 2025 of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 6, 2024 (the “Merger Agreement”), by and among Retail Opportunity Investments Corp., a Maryland corporation (the “Company”), Retail Opportunity Investments Partnership, LP (the “Partnership”), a Delaware limited partnership, Montana Purchaser LLC, a Delaware limited liability company (“Buyer 1”), Mountain Purchaser LLC, a Delaware limited liability company (“Buyer 2”), Big Sky Purchaser LLC, a Delaware limited liability company (“Buyer 3” and, together with Buyer 1 and Buyer 2, collectively, the “Parent Entities”), Montana Merger Sub Inc., a Maryland corporation and a wholly-owned subsidiary of the Parent Entities (“Merger Sub I”), and Montana Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Merger Sub I. The Parent Entities, Merger Sub I and Merger Sub II are affiliates of Blackstone Real Estate Partners X L.P., which is an affiliate of Blackstone Inc. (“Blackstone”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the Mergers (the “Closing”), Merger Sub II merged with and into the Partnership (the “Partnership Merger”), with the Partnership surviving (the “Surviving Partnership”) and the separate existence of Merger Sub II ceased, and, immediately following the Partnership Merger, Merger Sub I merged with and into the Company (the “Company Merger” and, together with the Partnership Merger, the “Mergers”), with the Company surviving (the “Surviving Corporation”) and the separate existence of Merger Sub I ceased. As a result of the Mergers, the Company became a subsidiary of the Parent Entities and the Partnership remained as a subsidiary of the Company.
|
Termination of a Material Definitive Agreement |
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form
8-K
is incorporated herein by reference.
Revolving Credit Facility and Mortgage Payoff
On February 12, 2025, in connection with the Mergers, the Partnership (i) caused the termination and repayment in full of all indebtedness, liabilities and other obligations under the Second Amended and Restated Credit Agreement, dated as of September 8, 2017, by and among the Partnership, the Company, KeyBank National Association and other parties thereto and (ii) caused the repayment in full of the indebtedness, liabilities and other obligations under a certain real estate mortgage of a subsidiary of the Company.
2026 Notes and 2027 Notes
On January 31, 2025, in connection with the Mergers and in accordance with (i) the Amended and Restated Note Purchase Agreement, dated September 22, 2016, by and among the Partnership, as issuer, and the Company, as guarantor, as amended by the First Amendment dated as of September 8, 2017, the Second Amendment dated as of December 15, 2017 and the Third Amendment dated as of July 29, 2020 and (ii) the Note Purchase Agreement, dated as of November 10, 2017, by and among the Partnership, as issuer, and the Company, as guarantor, as amended by the First Amendment dated as of July 29, 2020, the Partnership delivered notices of full redemption to holders of the Partnership’s 3.95% Senior Notes due 2026 (“2026 Notes”) and 4.19% Senior Notes due 2027 (“2027 Notes”), providing for the prepayment and redemption in full on February 12, 2025 of all $450,000,000 in aggregate principal amount of the outstanding 2026 Notes and 2027 Notes, conditioned upon the consummation of the Mergers. On February 12, 2025, the Partnership caused an aggregate of $454,730,763.89 to be paid to the holders of the 2026 Notes and the 2027 Notes, such amounts being sufficient to prepay and redeem in full all $450,000,000 in aggregate principal amount of the outstanding 2026 Notes and 2027 Notes, plus accrued and unpaid interest to, but not including February 12, 2025, and any applicable make-whole amount with respect to the 2026 Notes and the 2027 Notes.
On February 12, 2025, in connection with the Mergers, at the Partnership’s request, in accordance with the Indenture, dated December 9, 2013 (the “Base Indenture”), by and among the Partnership, as issuer, the Company, as guarantor, and Wells Fargo Bank, National Association, as trustee, and the Third Supplemental Indenture, dated as of September 21, 2023 (together with the Base Indenture, the “Indenture”), by and among the Partnership, as issuer, the Company, as guarantor, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association as trustee (the “Trustee”), the Trustee delivered notice of redemption to the holders of the Partnership’s 6.750% Senior Notes due 2028 (the “2028 Notes”), stating that the Partnership will redeem in full all $350,000,000 in aggregate principal amount of the outstanding 2028 Notes on the redemption date of February 22, 2025, in accordance with the Indenture.
On February 12, 2025, the Partnership caused to be irrevocably deposited with the Trustee sufficient funds to fund the redemption of the outstanding 2028 Notes on the redemption date. After the deposit of such funds, the Indenture was satisfied and discharged in accordance with its terms. As a result of the satisfaction and discharge of the Indenture, each of the Partnership and the Company has been released from its obligations under the Indenture, except those provisions of the Indenture that, by their terms, survive the satisfaction and discharge of the Indenture.
