8-K
filed February 12, 2025, 6:59 PM ET
CIK 0001407623
M&A
confidence high
sentiment neutral
materiality 0.75
RETAIL OPPORTUNITY INVESTMENTS CORP: M&A transaction — Blackstone completes $4B all-cash privatization of Retail Opportunity Investments Corp. at $17.50/share
RETAIL OPPORTUNITY INVESTMENTS CORP
- Shareholders received $17.50 per share in cash; total deal value ~$4 billion including debt.
- All $450M of 2026/2027 senior notes redeemed on Feb 12; $350M of 2028 notes to be redeemed Feb 22.
- Board of directors and CEO Tanz, CFO Haines, COO Schoebel departed without cause effective Feb 12.
- ROIC common stock to be delisted from Nasdaq; company will deregister under Exchange Act.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stuart A. Tanz was terminated as Chief Executive Officer at RETAIL OPPORTUNITY INVESTMENTS CORP.
- Action
- terminated
- Role
- Chief Executive Officer
Exact text from the filing
In addition, effective as of the Company Merger Effective Time, Stuart A. Tanz (Chief Executive Officer), Michael B. Haines (Chief Financial Officer) and Richard K. Schoebel (Chief Operating Officer) ceased to be officers of the Company and their employment with the Company terminated.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard K. Schoebel was terminated as Chief Operating Officer at RETAIL OPPORTUNITY INVESTMENTS CORP.
- Action
- terminated
- Role
- Chief Operating Officer
Exact text from the filing
In addition, effective as of the Company Merger Effective Time, Stuart A. Tanz (Chief Executive Officer), Michael B. Haines (Chief Financial Officer) and Richard K. Schoebel (Chief Operating Officer) ceased to be officers of the Company and their employment with the Company terminated.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael B. Haines was terminated as Chief Financial Officer at RETAIL OPPORTUNITY INVESTMENTS CORP.
- Action
- terminated
- Role
- Chief Financial Officer
Exact text from the filing
In addition, effective as of the Company Merger Effective Time, Stuart A. Tanz (Chief Executive Officer), Michael B. Haines (Chief Financial Officer) and Richard K. Schoebel (Chief Operating Officer) ceased to be officers of the Company and their employment with the Company terminated.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RETAIL OPPORTUNITY INVESTMENTS CORP: Company effected a merger; charter amended and restated as part of merger closing (effective 2025-02-12).
- Change
- charter amendment
- Effective
- 2025-02-12
Exact text from the filing
On February 12, 2025 and effective as of the Company Merger Effective Time, as contemplated by the Merger Agreement, the charter of the Company was amended and restated to be in the form agreed to by the parties to the Merger Agreement and set forth as Exhibit C to the Merger Agreement.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.99
RETAIL OPPORTUNITY INVESTMENTS CORP underwent a change of control involving Blackstone Real Estate Partners X L.P. for $17.50 per share in cash, valued at approximately $4 billion including outstanding debt (closed 2025-02-12).
- Action
- change of control
- Counterparty
- Blackstone Real Estate Partners X L.P.
- Consideration
- $17.50 per share in cash, valued at approximately $4 billion including outstanding debt
- Closing
- 2025-02-12
Exact text from the filing
Sub I or Merger Sub II or any of their respective wholly owned subsidiaries) was cancelled and automatically converted into the right to receive an amount in cash equal to $17.50 per share, without interest and less any applicable withholding taxes (the “Common Stock Merger Consideration”). • Restricted Stock Awards : Immediately prior to the Company
View on SEC.gov
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