SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Trade Street Residential, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
89255N203
(CUSIP Number)
Michael Kelly, Esq.
Monarch Alternative Capital LP
535 Madison Avenue
New York, NY 10022
Telephone: (212) 554-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Mark A. Cognetti, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019−6099
(212) 728−8000
September 17, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 89255N203 |
SCHEDULE 13D
1 | NAMES OF REPORTING PERSONS Monarch Alternative Capital LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS N/A | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | ||
14 | TYPE OF REPORTING PERSON PN | ||
CUSIP No. 89255N203 |
1 | NAMES OF REPORTING PERSONS MDRA GP LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS N/A | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | ||
14 | TYPE OF REPORTING PERSON PN | ||
CUSIP No. 89255N203 |
1 | NAMES OF REPORTING PERSONS Monarch GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS N/A | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | ||
14 | TYPE OF REPORTING PERSON OO | ||
CUSIP No. 89255N203 |
1 | NAMES OF REPORTING PERSONS Monarch Debt Recovery Master Fund Ltd | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | ||
14 | TYPE OF REPORTING PERSON CO | ||
CUSIP No. 89255N203 |
1 | NAMES OF REPORTING PERSONS Monarch Opportunities Master Fund Ltd | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | ||
14 | TYPE OF REPORTING PERSON CO | ||
CUSIP No. 89255N203 |
1 | NAMES OF REPORTING PERSONS MCP Holdings Master LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | ||
14 | TYPE OF REPORTING PERSON PN | ||
CUSIP No. 89255N203 |
1 | NAMES OF REPORTING PERSONS MCP Holdings GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS N/A | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | ||
14 | TYPE OF REPORTING PERSON OO | ||
CUSIP No. 89255N203 |
1 | NAMES OF REPORTING PERSONS Monarch GP Investor LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☑ | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS N/A | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |
8 | SHARED VOTING POWER 0 | ||
9 | SOLE DISPOSITIVE POWER 0 | ||
10 | SHARED DISPOSITIVE POWER 0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | ||
14 | TYPE OF REPORTING PERSON OO | ||
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends the Schedule 13D originally filed on January 16, 2014 and amended pursuant to Amendment No. 1 to Schedule 13D filed on May 13, 2015 (the “Schedule 13D”) and relates to the common stock, par value $0.01 per share (the “Common Stock”) of Trade Street Residential, Inc., a Maryland corporation (the “Company”). This Amendment No. 2 is being filed on behalf of Monarch Alternative Capital LP (“MAC”), MDRA GP LP (“MDRA GP”), Monarch GP LLC (“GP LLC”), Monarch Debt Recovery Master Fund Ltd (“MDRF”), Monarch Opportunities Master Fund Ltd (“MOF”), MCP Holdings Master LP (“MCPA”), MCP Holdings GP LLC (“MAC GP”) and Monarch GP Investor LLC (“Investor LLC”, and together with MAC, MDRA GP, GP LLC, MDRF, MOF, MCPA and MAC GP, the “Monarch Filers”). MCPA was formerly known as Monarch Capital Master Partners II-A LP and its general partner was formerly Monarch Alternative Capital GP LLC.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following after the final paragraph thereof:
On September 17, 2015, pursuant to the Merger Agreement, Trade Street Residential, Inc. merged with and into IRT Limited Partner, LLC, with IRT Limited Partner, LLC surviving the Merger. IRT Limited Partner, LLC is a wholly owned subsidiary of Independence Realty Trust, Inc. (“IRT”). The Monarch Filers received consideration per share of Common Stock in an amount equal to $3.80 plus .4108 shares of common stock, par value $0.01 per share of IRT (the “Merger Consideration”). As a result of the Merger the Common Stock ceased to exist and the holders of the Common Stock became entitled to receive the Merger Consideration.
Item 5. Interest in Securities of the Issuer
The response set forth in Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) As a result of the consummation of the Merger, the Monarch Filers no longer beneficially own any Common Stock.
The response set forth in Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(b) As a result of the consummation of the Merger, the Monarch Filers no longer beneficially own any Common Stock. As such, the Monarch Filers no longer have any voting or dispositive power over any Common Stock.
The response set forth in Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(c) None of the Reporting Persons has engaged in any transactions during the past 60 days in any shares of Common Stock, except as described in this Schedule 13D.
The response set forth in Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(e) As a result of the consummation of the Merger, the Monarch Filers ceased to beneficially own 5% or more of the outstanding Common Stock, and accordingly, this statement on Schedule 13D is hereby terminated and this Amendment No. 2 constitutes the final amendment thereto.
[Signatures on following page]
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 21, 2015 | MONARCH ALTERNATIVE CAPITAL LP By: /s/ Michael Weinstock Name: Michael Weinstock Title: Chief Executive Officer MDRA GP LP By: Monarch GP LLC, its general partner By: /s/ Michael Weinstock Name: Michael Weinstock Title: Member MONARCH GP LLC By: /s/ Michael Weinstock Name: Michael Weinstock Title: Member MONARCH DEBT RECOVERY MASTER FUND LTD By: Monarch Alternative Capital LP, its investment manager By: /s/ Michael Weinstock Name: Michael Weinstock Title: Chief Executive Officer MONARCH OPPORTUNITIES MASTER FUND LTD By: Monarch Alternative Capital LP, its investment manager By: /s/ Michael Weinstock Name: Michael Weinstock Title: Chief Executive Officer |
MCP HOLDINGS MASTER LP By: Monarch Alternative Capital LP, its investment manager By: /s/ Michael Weinstock Name: Michael Weinstock Title: Chief Executive Officer MCP HOLDINGS GP LLC By: Monarch GP Investor LLC, as member By: /s/ Michael Weinstock Name: Michael Weinstock Title: Member MONARCH GP INVESTOR LLC By: /s/ Michael Weinstock Name: Michael Weinstock Title: Member |