UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2023
SILVER STAR PROPERTIES REIT, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | | 000-53912 | | 26-3455189 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
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| 2909 Hillcroft, Suite 420, Houston, Texas | | 77057 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (713) 467-2222
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 - Departure of Directors; Election of Directors; Compensatory Arrangements of Certain Officers and Directors
Steven B. Treadwell provided notice of his resignation as Chief Executive Officer (“CEO”) of Silver Star Properties REIT, Inc. (the “Company”), effective October 27, 2023. The Executive Committee of the Board of Directors of the Company (the “Committee”) has appointed David Wheeler, the Company’s current President, as Interim CEO.
As part of its ongoing commitment to strengthening the Company’s long-term strategic objectives, the Executive Committee has initiated discussions with its search firm to re-engage with experienced and successful self storage executive candidates who were contenders before. Additionally, the Company will initiate further executive searches to add on experienced self storage operating support as it becomes advantageous and may augment its management team with support from Southern Star Self Storage Investment Company.
The Committee will continue its strategy to reposition the Company’s assets into the self storage asset class, leveraging the focused investment management it gained from its acquisition of Southern Star Self Storage Investment Company and over the prior six months. Mr. Wheeler, who had led the Company’s acquisition and disposition efforts, has the full confidence of the Committee as the Company executes on the strategy.
For additional information regarding Mr. Wheeler’s employment arrangement and compensation, see “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2023, which is incorporated herein by reference. For additional information regarding Mr. Wheeler’s experience and employment history, see “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2023, which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On November 2, 2023, the Company issued a press release announcing the resignation of Mr. Treadwell and appointment of Mr. Wheeler as Interim CEO, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information provided pursuant to this Item 7.01, including Exhibit 99.1 in Item 9.01, are “furnished” and shall not be deemed to be filed with the SEC or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings. The furnishing of the press release is not intended to constitute a representation that such furnishing is required by Regulation FD or that the remarks include material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future. The attached press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits
(a) Exhibits
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| Exhibit Number | Exhibit Description |
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Cautionary Statement regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s current expectations, assumptions and
beliefs. Forward-looking statements can often be identified by words such as “anticipate,” “estimate,” “expect,” “intend,” “may,” “should” and similar expressions, and variations or negatives of these words. They are not guarantees of future results and forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement, including those described in greater detail in our filings with the SEC, particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should not place undue reliance on any forward-looking statements and are encouraged to review the Company’s other filings with the SEC for a more complete discussion of risks and other factors that could affect any forward-looking statement. The statements made herein speak only as of the date of this Current Report on Form 8-K and except as required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| SILVER STAR PROPERTIES REIT, INC. |
| (Registrant)
|
| Date: November 2, 2023 | By: | /s/ Michael Racusin |
| Michael Racusin |
| Senior Vice President, General Counsel, and Corporate Secretary
|
