### Retail Opportunity Investments Corp. Enters into Merger Agreement with Blackstone Real Estate Partners X L.P.

Retail Opportunity Investments Corp. (NASDAQ: ROIC) announced on November 6, 2024, that it entered into an Agreement and Plan of Merger with Blackstone Real Estate Partners X L.P., a significant move that signifies a pivotal phase for the company.

According to the terms outlined in the Merger Agreement, Retail Opportunity Investments Corp., along with its associated partners and subsidiaries, will be merging with Montana Purchaser LLC, Mountain Purchaser LLC, and Big Sky Purchaser LLC. These entities, collectively known as Parent, are affiliates of Blackstone Real Estate Partners X L.P.

The agreement, set to culminate in a merger transaction, involves the acquisition of Retail Opportunity Investments Corp. by the aforementioned entities, with each share of common stock being converted into a cash consideration of $17.50 per share at the Effective Time of the merger.

Additionally, as part of the Merger Agreement, any outstanding awards of restricted Company Common Stock will be automatically canceled and converted into a cash consideration equivalent to the Common Stock Merger Consideration. The merger is expected to have significant implications for both Retail Opportunity Investments Corp. and its shareholders.

The Mergers, consisting of the Partnership Merger and the Company Merger, have been approved by the Company’s board of directors and are subject to certain customary closing conditions, including the Required Company Stockholder Approval.

The Merger Agreement includes provisions that outline restrictions regarding solicitations of Acquisition Proposals and Inquiries. Retail Opportunity Investments Corp. is barred from engaging in discussions regarding offers that deviate from the agreed terms outlined in the Merger Agreement.

Should either party decide to terminate the Merger Agreement, there are provisions for the payment of termination fees. Notably, Retail Opportunity Investments Corp. may face a termination fee of $78 million under certain circumstances, while Blackstone Real Estate Partners X L.P. may face a reverse termination fee of $239 million under different circumstances.

In connection with the execution of the Merger Agreement, Blackstone Real Estate Partners X L.P. has issued a Guarantee to guarantee payment obligations associated with the transaction.

This move is expected to create substantial opportunities for Retail Opportunity Investments Corp. and significantly impact its future trajectory in the real estate investments domain.

For further details, stockholders are advised to refer to the full text of the Merger Agreement, which has been filed with the Securities and Exchange Commission (SEC), and to stay updated on all subsequent disclosures related to this transformative event.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Retail Opportunity Investments’s 8K filing here.

About Retail Opportunity Investments

Retail Opportunity Investments Corp. (Nasdaq: ROIC), is a fully integrated, self-managed real estate investment trust (REIT) that specializes in the acquisition, ownership and management of grocery-anchored shopping centers located in densely populated, metropolitan markets across the West Coast. As of December 31, 2023, ROIC owned 94 shopping centers encompassing approximately 10.6 million square feet.