The foregoing description of the Code of Ethics is subject to, and qualified in its entirety by, the full text of the Code of Ethics, which is incorporated herein by reference as Exhibit 14.1 hereto and available on the Corporate Governance section of the Registrant’s website at www.resourcereit.com. The contents on the Registrant’s website are not incorporated by reference in or otherwise a part of this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
Press Release
On February 5, 2021, the Company issued a press release regarding the reinstatement of distributions to stockholders of the Company and the entry by the Company into a structured credit facility. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.
Distributions Declared
On February 3, 2021, the Board authorized a quarterly distribution for the first quarter of 2021 in the amount of $0.07 per share of common stock to stockholders of record as of the close of business on March 30, 2021, which the Company expects to pay on March 31, 2021. Investors may choose to receive cash distributions or purchase additional shares through the Company’s distribution reinvestment plan (the “DRP”).
Amended Share Redemption Program
On February 3, 2021, the Board adopted the Fifth Amended and Restated Share Redemption Program (the “Amended SRP”) pursuant to which, subject to significant conditions and limitations of the program, stockholders of the Company can have their shares repurchased by the Company. The Amended SRP provides that redemptions will continue to be made quarterly but in an amount not to exceed proceeds from the sale of shares in the DRP in the immediately preceding calendar quarter; provided that, for any quarter in which no DRP proceeds are available, the funding limitation for the quarter will be set by the Board upon ten business days’ notice to stockholders. As there were no DRP proceeds for the fourth quarter of 2020, the Board has set the funding limitation for redemptions in the first quarter of 2021 at $2.0 million.
Additional changes to the share redemption program in the Amended SRP clarify the timing of redemption procedures. The effective date of any redemption (the “Redemption Date”) will be the 15th day (or the next business day thereafter) of the last month of the calendar quarter. Redemption requests must be received by the Company no later than the last business day of the calendar month preceding the month in which the Redemption Date falls. Payment for shares redeemed will be made no later than five business days after the Redemption Date. In addition, the Amended SRP clarifies that stockholders eligible to have their shares repurchased by the Company include those who purchased their shares from REIT I or REIT III in their respective initial public offering and distribution reinvestment plans and do not include those stockholders who acquired their shares for value from another stockholder. The Amended SRP also removes any reference to the advisor and its affiliates as the Company is now self-managed.
The share redemption program continues to remain partially suspended and the Company will continue to only consider redemption requests submitted in connection with a stockholder’s death, qualifying disability, or confinement to a long-term care facility (each as described in the Amended SRP and collectively, “Special Redemptions”). While the share redemption program is partially suspended, the Company will only accept requests for Special Redemptions and all other requests will not be honored or retained, but will be cancelled with the ability to resubmit when, if ever, the share redemption program is fully resumed.
