Exhibit 99.1
Dear stockholder,
We are pleased to share exciting news regarding your investment(s) in Resource Real Estate Opportunity REIT, Inc. (“REIT I”), Resource Real Estate Opportunity REIT II, Inc. (“REIT II”), and Resource Apartment REIT III, Inc. (“REIT III,” collectively the “REITs”).
On September 8, 2020, Resource Real Estate, LLC (“Resource”), the REITs’ sponsor, announced that the REITs have entered into definitive agreements pursuant to which REIT II would acquire REIT I and REIT III in separate stock-for-stock transactions. The mergers will combine three highly complementary portfolios of suburban apartment communities in targeted markets with proven income and employment growth. This should significantly improve scale, operating efficiencies, geographic diversification and access to capital, and create future options for stockholder liquidity.
Following the acquisition of its external advisors from C-III Capital Partners LLC on September 8, 2020, REIT I announced that it became self-administered. As part of the same transaction, REIT I also acquired the external advisors of REIT II and REIT III. It will continue to advise and manage REIT II and REIT III until the mergers are completed. Self-administration provides immediate benefits to REIT I stockholders, including a considerable reduction in the operating expenses of REIT I. These benefits will also extend to the stockholders of REIT II and REIT III following the completion of the mergers.
As a result of the transactions:
| • | | The combined company will be renamed Resource REIT |
| • | | The senior management team will include Resource senior executives that have been working together for the past 16 years |
| • | | REIT I stockholders are expected to receive 1.224230 shares of REIT II valued at $11.12 per share1 |
| • | | REIT III stockholders are expected to receive 0.925862 shares of REIT II valued at $8.41 per share1 |
Despite the unprecedented global health crisis that has impacted each and every one of us, our REITs have performed remarkably well; across all three REITs, the current portfolio is approximately 94% occupied, and rent collections have consistently averaged approximately 98% of historical collections over the past five months. This is a testament to the resiliency of the asset class, the specific communities owned, and our keen focus on operations and management.
These transactions are a result of diligent analysis by the special committees of each REIT, comprised of independent directors who worked with their own legal firms and financial advisors. The Boards of Directors of REIT I, REIT II and REIT III have approved these transactions upon the unanimous recommendation of each REITs’ respective special committees. Joint proxy statements/prospectuses will describe the proposed transactions in more detail, and will be filed on Form S-4 with the Securities and Exchange Commission (SEC).
The closings of the proposed mergers are expected to close in the fourth quarter of 2020 and are subject to the satisfaction of various customary closing conditions, including the approval of stockholders of REIT I and REIT III, and cannot be assured. The merger transactions are expected to close concurrently but are not conditioned on the consummation of each other. Stockholders seeking additional information should read the Form 8-K and Investor Presentation filed with the Securities and Exchange Commission on September 11, 2020, which can be found at www.resourcereit.com, www.resourcereit2.com, www.resourcereit3.com or www.sec.gov.