On February 16, 2012, a subsidiary of Retail Opportunity Investments Corp. (the "Company") completed the acquisition of a shopping center located in Marysville, Washington known as Gateway Shopping Center from KRG/WLM Marysville, LLC ("Seller"), an unaffiliated third party. The net purchase price for Gateway Shopping Center was approximately $29.5 million and was funded from available cash.

Set forth in Item 9.01 are financial statements prepared pursuant to Rule 3-14 of Regulation S-X relating to the acquisition of Gateway Shopping Center, which individually is not considered significant within the meaning of Rule 3-14.

(a) Financial Statement of Property Acquired.

Gateway Shopping Center

· Independent Auditors' Report

· Statement of Revenues and Certain Expenses for the year ended December 31, 2011 (Audited) and three months ended March 31, 2012 (Unaudited)

· Notes to Statement of Revenues and Certain Expenses for the year ended December 31, 2011 (Audited) and three months ended March 31, 2012 (Unaudited)

(b) Pro Forma Financial Information.

· Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2012 (Unaudited)

· Pro Forma Consolidated Statement of Operations for the year ended December 31, 2011 (Unaudited)

· Notes to Pro Forma Consolidated Financial Statements (Unaudited)

(c) Exhibits.

Exhibit No.    Description
23.1           Consent of Independent Auditors
99.1           Financial statements and pro forma financial
               information referenced above under paragraphs
               (a) and (b) of this Item 9.01