| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
(e) Compensatory Arrangements of Certain Officers.
On November 6, 2024, Retail Opportunity Investments Corp., a Maryland corporation (the “Company”), Retail Opportunity Investments
Partnership, LP, a Delaware limited partnership (the “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, “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 (“Merger Sub II” and, together with
Merger Sub I and Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger
Agreement.
Upon the terms and subject to the conditions of the Merger Agreement, at the closing of the Mergers (the “Closing”), (i)
Merger Sub II will merge with and into the Partnership, with the Partnership being the surviving limited partnership (the “Partnership Merger”), and (ii) immediately following the consummation of the Partnership Merger, Merger
Sub I will merge with and into the Company, with the Company surviving such merger as the surviving corporation and as a wholly-owned subsidiary of the Parent Entities (the “Company Merger” and together with the Partnership Merger,
the “Mergers”).
In conjunction with the Mergers, the board of directors of the Company approved and the Parent Entities consented to the
following changes to certain awards (“restricted stock awards”) of our restricted common stock, par value $0.0001 per share. Specifically, (i) the vesting of the performance-based restricted stock awards (including any accrued
and unpaid dividends related to such performance-based restricted stock awards) and time-based restricted stock awards originally granted on February 15, 2022, for Messrs. Stuart A. Tanz, Michael B. Haines and Richard K. Schoebel was
accelerated from January 2025 to December 26, 2024 and (ii) such performance-based restricted stock awards were modified to be deemed achieved at maximum-level performance irrespective of the terms of the award agreements governing such
awards. In addition, the vesting of time-based restricted stock awards for Messrs. Tanz, Haines and Schoebel that were issued on December 13, 2024 and originally scheduled to vest ratably over a 3-year period on December 13, 2025 and the
first two anniversaries thereafter were accelerated and became fully vested and taxable on December 26, 2024.
Cautionary Statement Regarding
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 Mergers, including financial estimates
and statements as to the expected timing, completion and effects of the Mergers. 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 Mergers 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 Mergers; (ii) potential litigation relating to the Mergers 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 Mergers will harm the Company’s business, including current plans and operations, including during the
pendency of the Mergers; (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 Mergers;
(vi) legislative, regulatory and economic developments; (vii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Mergers that could affect the Company’s financial
performance; (viii) certain restrictions during the pendency of the Mergers 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,