ROIC to be acquired by Blackstone affiliates for $17.50 per share in cash

RETAIL OPPORTUNITY INVESTMENTS CORP

Stockholders to receive $17.50 cash per share; Blackstone Real Estate Partners X L.P. is the buyer.
Deal includes a $78M termination fee for ROIC and a $239M reverse termination fee for Blackstone.
Transaction subject to stockholder approval, customary closing conditions; no financing condition.
ROIC Board unanimously approved and recommends stockholders vote in favor of the merger.
Bylaws amended to designate exclusive forum for Securities Act and state law claims in Maryland.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RETAIL OPPORTUNITY INVESTMENTS CORP: Added Article XIV to Bylaws designating exclusive forum for certain state law claims and Securities Act claims (effective 2024-11-06).

Change: bylaw amendment
Effective: 2024-11-06

Exact text from the filing

On November 6, 2024, the Company Board approved and adopted an amendment (the “Bylaw Amendment”) to the Company’s Second Amended and Restated Bylaws (the “ Bylaws ”), to add a new Article XIV that provides that the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for state law claims for (a) any Internal Corporate Claim

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Source: SEC EDGAR

accession 0001193125-24-252545

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