Exhibit 99.1
![LOGO](https://capedge.com/proxy/8-K/0001193125-22-086713/g277284g93g83.jpg)
March 28, 2022
Re: | Tender offer by a third party for Resource REIT, Inc. shares |
Dear Resource REIT Stockholder:
You may soon receive correspondence from MacKenzie Capital Management, LP (“MacKenzie”) related to a tender offer to purchase your shares of Resource REIT, Inc. (the “REIT”). MacKenzie has informed us that its offer price is $10.95 per share. As recently announced, the REIT has entered into a merger agreement to sell the company for $14.75 per share in cash, which is 35% greater than MacKenzie’s offer price. Subject to stockholder approval of the transaction at our special meeting on May 16, 2022, the merger is expected to close on or about May 19, 2022, and stockholders will receive their cash consideration for their shares promptly thereafter. Given that MacKenzie’s offer price is significantly below the consideration you would receive in the merger and that we expect to be able to provide liquidity for your shares in the near future, we strongly recommend against selling your shares to MacKenzie at that price.
To decline MacKenzie’s tender offer, simply ignore it. You do not need to respond to anything. If you have already accepted the offer and change your mind, you may withdraw your acceptance prior to the May 6 deadline by following the instructions specified in MacKenzie’s offer to purchase.
Please be aware that MacKenzie is in no way affiliated with the REIT. Also, please note that MacKenzie does not have a copy of the REIT’s stockholder list. MacKenzie’s mailing will be conducted by a third party, which has agreed to keep the stockholder list confidential.
The merger is conditioned on the approval of the REIT’s stockholders as well as other customary closing conditions. There also can be no assurances with respect to whether or when the merger will occur.
We urge you to consult your financial advisor and exercise caution with respect to these and other mini-tender offers. Mini-tender offers are offers to purchase less than 5% of a company’s outstanding shares. The SEC has cautioned investors about offers of this nature. Additional information about mini-tender offers is available on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.
In order to avoid the costs of additional mailings, the REIT may post any updates or changes to its response to this mini-tender offer and/or responses to future mini-tender offers at www.resourcereit.com, under the “Investor Relations” section, and will file such updates or changes with the SEC on a Current Report on Form 8-K. If you have any questions related to the tender offer, please contact Resource REIT at 1-866- 469-0129.
Thank you for your investment in the REIT.
Sincerely,
/s/ Alan F. Feldman
Alan F. Feldman
Chairman of the Board and Chief Executive Officer
Resource REIT, Inc.