Maryland | 000-54674 | 27-0351641 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
of Incorporation) | Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 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 8.01 | Other Events. |
STEADFAST INCOME REIT, INC. | ||||
Date: | January 2, 2019 | By: | /s/ Kevin J. Keating | |
Kevin J. Keating | ||||
Chief Financial Officer and Treasurer |
(i) | On March 13, 2018, the Board determined an estimated net asset value per share of the Company’s common stock of $10.84 as of December 31, 2017 (the “Estimated Value”). The Estimated Value was determined by the Board after independent third-party valuation firms conducted valuation analyses on the Company’s assets less its liabilities, divided by the number of Shares outstanding, all as of December 31, 2017, as described in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2018. On May 9, 2018, the Board determined an updated estimated value per share of the Company’s common stock of $9.84, which represents the Estimated Value, less the special distribution of $1.00 per Share that was paid to stockholders of record as of the close of business on April 20, 2018 (the “Updated Estimated Value”). The Updated Estimated Value is $4.11 higher than the Offer Price on a per Share basis. |
(ii) | Stockholders who tender their Shares will assign their right to receive distributions that are paid after January 25, 2019 (or such other date to which the Liquidity Partners Offer may be extended). |
(iii) | The Liquidity Partners Offer provides a means for stockholders to obtain liquidity with respect to their Shares, albeit at a lower price than the Updated Estimated Value or what the Board believes to be the Shares’ long term value. |
(iv) | The Company currently offers stockholders liquidity through its share repurchase program (the “SRP”). The SRP may provide stockholders the opportunity to have their Shares repurchased by the Company, subject to certain restrictions and limitations. The purchase price for Shares repurchased under the SRP is equal to 93% of the most recent estimated net asset value per Share of the Company’s common stock, as determined by the Board, which may be further reduced based on how long a stockholder has held its Shares. However, stockholders may not be able to have their Shares repurchased under the SRP due to the limitations of the SRP, including the annual limitation on the number of Shares repurchased under the SRP during any calendar year to 5% of the weighted average number of Shares of the Company’s common stock outstanding during the prior calendar year, and a $2,000,000 limit on the amount of Shares that may be repurchased during any quarter pursuant to the SRP. |
(v) | The Board has the right to amend, suspend or terminate the SRP at any time upon 30 days’ notice to the Company’s stockholders so as to preclude repurchases by the Company, and the Board makes no assurances with respect to the timing of a liquidity event for stockholders. Further, because the Shares are not listed on any national securities exchange, there is a limited market for the Shares. |
Sincerely, |
/s/ Rodney F. Emery |
Name: Rodney F. Emery, Chairman of the Board of Directors |
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