UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-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): November 27, 2023
Strategic Student & Senior Housing Trust, Inc.
(Exact name of registrant as specified in its charter)
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Maryland (State or other jurisdiction of incorporation) | 333-220646 (Commission File Number) | 81-4112948 (IRS Employer Identification No.) |
19900 MacArthur Blvd. Suite 250
Irvine, California 92612
(Address of principal executive offices, including zip code)
(877) 327-3485
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
None | | None | | None |
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 Rule 12b-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. ☒
Item 1.01. Entry into a Material Definitive Agreement.
On November 27, 2023, a subsidiary of Strategic Student & Senior Housing Trust, Inc. (the “Registrant”) executed an agreement of purchase and sale (the “Fayetteville Sale Agreement”) with W-S 376 Watson Owner IX, L.P. (the “Buyer”) for the sale of the Registrant’s student housing property located in Fayetteville, Arkansas (the “Fayetteville Property”). Buyer is a subsidiary of a proposed joint venture (the “Joint Venture”) between an affiliate of Walton Street Capital, L.L.C. (“WSC”) and an affiliate of our sponsor, Strategic Asset Management I, LLC (“SAM”). It is expected that the WSC affiliate will own 95% and the SAM affiliate will own 5% of the Joint Venture. In addition, it is expected that a SAM affiliate will serve as the property manager of the Fayetteville Property on behalf of the Joint Venture. The information in this Item 1.01 description is qualified in its entirety by the full Fayetteville Sale Agreement which is attached as Exhibit 10.1 hereto.
The sale price for the Fayetteville Property is approximately $63 million, less closing costs. The Buyer has made an earnest money deposit of $250,000 in connection with the execution of the Fayetteville Sale Agreement. The net proceeds from the sale of the Fayetteville Property will be primarily used to repay two loans with upcoming maturities, the mortgage loan encumbering the Fayetteville Property (approximately $29.5 million) and the KeyBank Bridge Loan (approximately $25.8 million), and the remainder of the net proceeds will be used for other corporate purposes. The sale is anticipated to close in January 2024. The Fayetteville Sale Agreement is subject to various contingencies and the Registrant cannot provide any assurance whether or when this transaction will occur.
The Fayetteville Property was purchased by the Registrant in the second quarter of 2017 for a purchase price of approximately $57 million, excluding acquisition costs.
Item 7.01. Regulation FD Disclosure.
On December 1, 2023, the Registrant issued the letter to stockholders that is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure (including Exhibit 99.1) is deemed to have been furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Strategic STUDENT & SENIOR HOUSING Trust, Inc.
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Date: December 1, 2023 | By: | /s/ John Strockis |
| | John Strockis |
| | Chief Executive Officer and President |