UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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):
August 6, 2019
Steadfast Apartment REIT, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 000-55428 | 36-4769184 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
18100 Von Karman Avenue, Suite 500
Irvine, California 92612
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (949)852-0700
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
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. ☒
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
| Item 7.01. | Regulation FD Disclosure |
On August 5, 2019, Steadfast Apartment REIT, Inc. (the “Company” or “STAR”), Steadfast Income REIT, Inc., Steadfast Apartment REIT Operating Partnership, L.P., the Company’s operating partnership (“STAR Operating Partnership”), Steadfast Income REIT Operating Partnership, L.P., the operating partnership of SIR and SI Subsidiary, LLC, a wholly owned subsidiary of the Company (“SIR Merger Sub”), entered into an Agreement and Plan of Merger (the “SIR Merger Agreement”). Subject to the terms and conditions of the SIR Merger Agreement, SIR will merge with and into SIR Merger Sub (the “SIR Merger”), with SIR Merger Sub surviving the SIR Merger, such that following the SIR Merger, the surviving entity will continue as a wholly owned subsidiary of the Company. In accordance with the applicable provisions of the Maryland General Corporation Law (the “MGCL”), the separate existence of SIR shall cease.
On August 5, 2019, the Company, Steadfast Apartment REIT III, Inc. (“STAR III”), STAR Operating Partnership, Steadfast Apartment REIT III Operating Partnership, L.P., the operating partnership of STAR III, and SIII Subsidiary, LLC, a wholly owned subsidiary of the Company (“STAR III Merger Sub”), entered into an Agreement and Plan of Merger (the “STAR III Merger Agreement” and together with the SIR Merger Agreement, the “Merger Agreements”). Subject to the terms and conditions of the STAR III Merger Agreement, STAR III will merge with and into STAR III Merger Sub (the “STAR III Merger” and together with SIR Merger, the “Mergers”), with STAR III Merger Sub surviving the STAR III Merger, such that following the STAR III Merger, the surviving entity will continue as a wholly owned subsidiary of the Company. In accordance with the applicable provisions of the MGCL, the separate existence of STAR III shall cease.
The consummation of the Company’s merger with SIR is not contingent upon the completion of the merger with STAR III, and the consummation of the merger with STAR III is not a contingency of the completion of the Company’s merger with SIR.
On August 6, 2019, the Company, STAR III and SIR issued a press release announcing the execution of the Merger Agreements. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The information in this Item 7.01 of Form8-K (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01. | Other Events |
Item 7.01 above is incorporated herein by reference in this Item 8.01.
ADDITIONAL INFORMATION ABOUT THE MERGERS
In connection with the proposed Mergers, the Company will prepare and file with the Securities and Exchange Commission (“SEC”) (i) a registration statement on FormS-4 containing a proxy statement/prospectus jointly prepared by the Company and SIR and (ii) a registration statement on FormS-4 containing a proxy statement/prospectus jointly prepared by the Company and STAR III, and other related documents. The proxy statement/prospectus will contain important information about the proposed Mergers and related matters. INVESTORS ARE URGED TO READ THE APPLICABLE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY, SIR AND STAR III, AS APPLICABLE, WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SIR, STAR III AND EACH PROPOSED MERGER. Investors and stockholders of the Company, SIR and STAR III may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by the Company, SIR and STAR III with the SEC (if and when they become available) through the website maintained by the SEC atwww.sec.gov. Copies of the documents filed by the Company, SIR and STAR III with the SEC are also available free of charge on the Company’s, SIR’s and STAR III’s website atwww.steadfastreits.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
PARTICIPANTS IN SOLICITATION RELATING TO THE MERGERS
The Company, SIR and STAR III and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the SIR’s and STAR III’s stockholders, as applicable, in respect of the applicable proposed Merger. Information regarding the Company’s directors and executive officers can be found in the Company’s most recent Annual Report on Form10-K filed on March 14, 2019. Information regarding SIR’s directors and executive officers can be found in SIR’s most recent Annual Report on Form10-K filed on March 15, 2019. Information regarding STAR III’s directors and executive officers can be found in STAR III’s most recent Annual Report on Form10-K filed on March 15, 2019. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed Mergers if and when they become available. These documents are available free of charge on the SEC’s website and from the Company, SIR or STAR III, as applicable, using the sources indicated above.
Forward-Looking Statements
This report contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the risk that the proposed Mergers will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreements; the inability to obtain stockholder approval with respect to SIR and STAR III or the failure to satisfy the other conditions to completion of the proposed Mergers; risks related to disruption of management’s attention from the ongoing business operations due to the proposed Mergers; availability of suitable investment opportunities; changes in interest rates; the availability and terms of financing; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of STAR, SIR or STAR III; and other factors, including those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC’s website,www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
| 99.1 | Press Release with Steadfast Income REIT, Inc. and Steadfast Apartment REIT III, Inc., dated August 6, 2019 | |
SIGNATURES
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 hereunto duly authorized.
| STEADFAST APARTMENT REIT, INC. | ||||||
| Date: August 6, 2019 | By: | /s/ Kevin J. Keating | ||||
| Kevin J. Keating | ||||||
| Chief Financial Officer and Treasurer | ||||||
