UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 26, 2021
RESOURCE APARTMENT REIT III, INC.
(Revolution III Merger Sub, LLC, as successor by merger to Resource Apartment REIT III, Inc.)
(Exact name of registrant specified in its charter)
| Maryland | 000-55923 | 47-4608249 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
IRS Employer Identification No. |
c/o Resource REIT, Inc.
1845 Walnut Street, 17th Floor
Philadelphia, Pennsylvania 19103
(Address of principal executive offices)
Registrant’s telephone number, including area code: (215) 231-7050
Not applicable
(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:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
| None | N/A | N/A |
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 2.01 | Completion of Acquisition or Disposition of Assets. |
Completion of Merger
As previously disclosed in the Current Report on Form 8-K of Resource Apartment REIT III, Inc. (the “Company”) filed with the Securities and Exchange Commission (“SEC”) on September 11, 2020 (the “Prior 8-K”), the Company, Resource REIT, Inc. (f/k/a Resource Real Estate Opportunity REIT II, Inc.) (“Resource REIT”), RRE Opportunity OP II, LP (“OP II”), Resource Apartment OP III, LP (“OP III”) and Revolution III Merger Sub, LLC, a direct wholly owned subsidiary of Resource REIT (“Merger Sub”), entered into an Agreement and Plan of Merger on September 8, 2020 (the “Merger Agreement”).
As described under Item 5.07 below, on January 26, 2021, the Company’s stockholders approved the Merger (as defined herein) contemplated by the Merger Agreement at the Special Meeting (as defined below).
On January 28, 2021, the Company merged with and into Merger Sub, with Merger Sub surviving as a direct wholly owned subsidiary of Resource REIT (the “Company Merger”) and (ii) OP III merged with and into OP II, with OP II surviving (the “Partnership Merger” and, together with the Company Merger, the “Merger”). At such time, in accordance with the applicable provisions of the Maryland General Corporation Law, the Maryland Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, the separate existence of the Company and OP III ceased.
At the effective time of the Company Merger, each issued and outstanding share of the Company’s common stock (or a fraction thereof), $0.01 par value per share (“REIT III Common Stock”), converted into 0.925862 shares of Resource REIT’s common stock, $0.01 par value per share (“Resource REIT Common Stock”).
At the effective time of the Partnership Merger, each unit of partnership interests in OP III outstanding immediately prior to the effective time of the Partnership Merger was retired and ceased to exist. In addition, for each share of Resource REIT Common Stock issued in the Company Merger, a common partnership unit was issued by OP II to REIT II.
The combined company after the Merger will be known as “Resource REIT, Inc.” The Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended.
The foregoing description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
As a result of and at the effective time of the Merger, holders of REIT III Common Stock immediately prior to such time ceased having any rights as stockholders of the Company (other than their right to receive 0.925862 shares of Resource REIT Common Stock per share under the Merger Agreement).
The information set forth in Item 2.01 is incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant. |
As a result of and at the effective time of the Merger, a change in control of the Company occurred and the Company merged with and into Merger Sub and the separate corporate existence of the Company ceased.
The information set forth in Item 2.01 is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As a result of the Merger and pursuant to the Merger Agreement, as described in Item 2.01 of this Current Report on Form 8-K, the Company ceased to exist and Merger Sub continued as the surviving corporation. All members of the board of directors of the Company ceased to be directors at the effective time of the Merger by operation of the Merger. The departure of the directors was in connection with the Merger and was not due to any disagreement or dispute with the Company on any matter.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 26, 2021, at the Special Meeting (as defined below), the Company’s stockholders approved Articles of Amendment to the charter of the Company (the “Articles of Amendment”) to remove certain provisions related to “Roll-Up Transactions” (and the associated definitions) from the Company’s charter. For a further description of the Articles of Amendment, please refer to the definitive proxy statement/prospectus filed by the Company with the SEC on November 4, 2020.
On January 27, 2021, the Company filed the Articles of Amendment with the State Department of Assessments and Taxation of Maryland, and the Articles of Amendment became effective upon filing. A copy of the Articles of Amendment is included as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 26, 2021, the Company held a special meeting of its stockholders (the “Special Meeting”), at which its stockholders were asked to consider and vote on (i) a proposal to approve the Merger (the “Merger Proposal”), (ii) a proposal to approve the amendment of the charter of the Company to remove the provisions related to “Roll-Up Transactions” in connection with the Merger (the “Charter Amendment Proposal”), and (iii) a proposal to adjourn the Special Meeting to solicit additional proxies in favor of the Merger Proposal and/or the Charter Amendment Proposal if there are not sufficient votes to approve the Merger Proposal and/or the Charter Amendment Proposal, if necessary and as determined by the chair of the Special Meeting (the “Adjournment Proposal”).
The Company previously filed with the SEC a definitive proxy statement/prospectus and related materials pertaining to the Special Meeting, which describe in detail each of the proposals submitted to the Company’s stockholders to be voted on at the Special Meeting.
At the Special Meeting, there were present, in person or by proxy, stockholders holding an aggregate of approximately 7,271,756 shares of the Company’s common stock, representing approximately 59.85% of the total number of 12,148,810 shares of the Company’s common stock issued and outstanding as of October 27, 2020, the record date for the Special Meeting, and entitled to vote at the Special Meeting.
The final results of the following matters voted on at the Special Meeting are set forth below.
| For | Against | Abstain | ||||||||||
| Merger Proposal |
6,810,972 | 116,706 | 344,078 | |||||||||
| Charter Amendment Proposal |
6,775,583 | 134,986 | 361,187 | |||||||||
| Adjournment Proposal |
6,691,868 | 234,592 | 345,296 | |||||||||
Accordingly, the Company’s stockholders approved the Merger Proposal, the Charter Amendment Proposal and the Adjournment Proposal.
| Item 7.01 | Regulation FD Disclosure. |
On January 29, 2021, Resource REIT issued a press release announcing the closing of the Merger. 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.
Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| * | Filed herewith |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Merger Sub, as successor in interest by merger to the Company, has caused this report to be signed on its behalf by the undersigned duly authorized person.
| REVOLUTION III MERGER SUB, LLC (as successor by merger to Resource Apartment REIT III, Inc.) | ||||||
| By: RESOURCE REIT, INC. (f/k/a Resource Real Estate Opportunity REIT II, Inc.), a Maryland corporation, its sole member | ||||||
| Dated: January 29, 2021 | ||||||
| By: | /s/ Alan F. Feldman | |||||
| Name: | Alan F. Feldman | |||||
| Title: | Chief Executive Officer and President | |||||
Exhibit 3.1
RESOURCE APARTMENT REIT III, INC.
ARTICLES OF AMENDMENT
Resource Apartment REIT III, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting the definitions of “Roll-Up Entity” and “Roll-Up Transaction” in Article IV of the Charter in their entirety.
SECOND: The Charter is hereby further amended by deleting the existing Section 9.14 (“Limitations on Roll-Up Transactions”) of the Charter in its entirety and renumbering Section 9.15 (“Limitations on Underwriting”) as Section 9.14.
THIRD: The foregoing amendments have been duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by law.
FOURTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
- signature page follows -
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its and attested to by it on this 26th day of January, 2021.
| ATTEST: | RESOURCE APARTMENT REIT III, INC. | |||||||
| By: | /s/ Shelle Weisbaum |
By: | /s/ Alan F. Feldman | |||||
| Shelle Weisbaum | Alan F. Feldman | |||||||
| Chief Legal Officer | Chief Executive Officer | |||||||
[Signature page to Resource Apartment REIT III Articles of Amendment]
Exhibit 99.1
Resource REIT, Inc. Completes Merger of Three REITs
Transactions create a $3 Billion self-managed apartment REIT
Philadelphia, PA (January 29, 2021) – Resource REIT, Inc. (“Resource”), formerly known as Resource Real Estate Opportunity REIT II, Inc., announced today that it has completed its mergers with Resource Real Estate Opportunity REIT, Inc. (“Resource REIT I”) and with Resource Apartment REIT III, Inc. (“Resource REIT III”).
“We are extremely excited about the completion of the mergers and the strategic positioning of the combined company for the future,” said Alan Feldman, chairman and CEO of Resource. “This has been a long, difficult and unrelenting past year for the country and for those around the world. At Resource, our team has been laser focused on operating our assets expertly throughout the pandemic and simultaneously working towards the successful completion of the mergers. The combined $3 billion company with 51 apartment communities, located in some of the strongest suburban markets in the country, is well-positioned to take advantage of multifamily investment opportunities in the coming years.”
About Resource REIT, Inc.
Resource REIT is a self-managed real estate investment trust that owns a diverse portfolio of suburban apartment communities in targeted markets across the United States. Focused on long-term returns to generate income, the REIT owns approximately $3 billion of multifamily properties across 15 states as of December 31, 2020.
Forward-looking Statements
This press release contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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; no assurance can be given that these expectations will be attained. Factors that could cause actual results to differ materially from these expectations include, but are not limited to, the potential adverse impact of the ongoing pandemic related to COVID-19 and the related measures put in place to help control the spread of the virus on the operations of the REIT and its tenants, which impact remains highly uncertain; 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; and other factors, including those set forth in the Risk Factors section of the REIT’s most recent Annual Report on Form 10-K for the year ended December 31, 2019, as updated by the subsequent Quarterly Reports on Form 10-Q for the periods ended September 30, 2020 and filed with the SEC, and other reports filed by the REIT with the SEC, copies of which are available on the SEC’s website, www.sec.gov. Resource undertakes no obligation to update these statements for revisions or changes after the date of this communication, except as required by law.
Contacts
Marianne McGuire
Chief Marketing Officer
T: 267-256-5964
E: mmcguire@resourcereit.com