| Item 7.01. | Regulation FD Disclosure |
On August 5, 2019, Steadfast Apartment REIT, Inc. (“STAR”), Steadfast Apartment REIT III, Inc. (the “Company” or “STAR III”), Steadfast Apartment REIT Operating Partnership, L.P., the operating partnership of STAR (“STAR Operating Partnership”), Steadfast Apartment REIT III Operating Partnership, L.P., the operating partnership of the Company, and SIII Subsidiary, LLC, a wholly owned subsidiary of STAR (“STAR III Merger Sub”), entered into an Agreement and Plan of Merger (the “STAR III Merger Agreement”). 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”), 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 STAR. In accordance with the applicable provisions of the Maryland General Corporation Law (the “MGCL”), the separate existence of the Company shall cease.
On August 5, 2019, Steadfast Income REIT, Inc. (“SIR”), STAR, STAR Operating Partnership, Steadfast Income REIT Operating Partnership, L.P., SIR’s operating partnership, and SI Subsidiary, LLC, a wholly owned subsidiary of STAR (“SIR Merger Sub”), entered into an Agreement and Plan of Merger (the “SIR Merger Agreement” and together with the STAR III Merger Agreement, the “Merger Agreements”). Subject to the terms and conditions of the SIR Merger Agreement, SIR will merge with and into SIR Merger Sub (the “SIR Merger” and together with the STAR III Merger, the “Mergers”), 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 STAR. In accordance with the applicable provisions of the MGCL, the separate existence of SIR shall cease.
The consummation of the Company’s merger with STAR is not contingent upon the completion of STAR’s merger with SIR, and the consummation of STAR’s merger with SIR is not a contingency of the completion of the Company’s merger with STAR.
On August 6, 2019, the Company, STAR and SIR issued a press release announcing the execution of the Merger Agreements. 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.
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 7.01 above is incorporated herein by reference in this Item 8.01.
ADDITIONAL INFORMATION ABOUT THE STAR III MERGER
In connection with the proposed STAR III Merger, STAR will prepare and file with the Securities and Exchange Commission (“SEC”) (i) a registration statement on FormS-4 containing a proxy statement/prospectus prepared by STAR and STAR III, and other related documents. The proxy statement/prospectus will contain important information about the proposed STAR III Merger 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 STAR AND STAR III, AS APPLICABLE, WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STAR AND STAR III. Investors and stockholders of STAR and STAR III may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by STAR 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 STAR and STAR III with the SEC are also available free of charge on STAR’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.
