0001468010-19-000054.txt : 20191003 0001468010-19-000054.hdr.sgml : 20191003 20191003143541 ACCESSION NUMBER: 0001468010-19-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20190927 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191003 DATE AS OF CHANGE: 20191003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Steadfast Income REIT, Inc. CENTRAL INDEX KEY: 0001468010 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 270351641 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54674 FILM NUMBER: 191135264 BUSINESS ADDRESS: STREET 1: 18100 VON KARMAN AVE., SUITE 500 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-852-0700 MAIL ADDRESS: STREET 1: 18100 VON KARMAN AVE., SUITE 500 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: Steadfast REIT, Inc. DATE OF NAME CHANGE: 20100202 FORMER COMPANY: FORMER CONFORMED NAME: Steadfast Secure Income REIT, Inc. DATE OF NAME CHANGE: 20090708 8-K 1 a20191003sirform8-kretocmg.htm 8-K Document


 
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):
September 27, 2019
Steadfast Income REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
 
000-54674
 
27-0351641
(State or Other Jurisdiction
 
(Commission File Number)
 
(IRS Employer
of Incorporation)
 
 
 
Identification No.)
18100 Von Karman Avenue, Suite 500
Irvine, California 92612
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (949) 852-0700
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:
 
 
 
 
 
x
 
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))
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
N/A
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 8.01
    Other Events.
Determination Regarding CMG Mini-Tender Offer

On September 27, 2019, the board of directors of Steadfast Income REIT, Inc. (the “Company”) determined to recommend that the Company’s stockholders reject the unsolicited “mini-tender” offer by CMG Partners, LLC and its affiliates, CMG Income Fund II, LLC and CMG Liquidity Fund, LLC (collectively, “CMG”) for up to 250,000 shares of the Company’s common stock, which is approximately 0.34% of the outstanding shares. The Company wishes to inform its stockholders that it does not endorse CMG’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares. Stockholders who have already tendered their shares may withdraw them at any time prior to 11:59 p.m., Pacific Time, on October 22, 2019, unless extended by CMG, in accordance with CMG’s offering documents.

The Company is circulating a letter to stockholders, furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, that sets forth the reasons the board of directors’ recommended stockholders reject the tender offer.

Determination Regarding Comrit Mini-Tender Offer

On September 27, 2019, the board of directors of the Company determined to recommend that the Company’s stockholders reject the unsolicited “mini-tender” offer by Comrit Investments 1, Limited Partnership (“Comrit”) for up to 745,157 shares of the Company’s common stock, which is approximately 1.0% of the outstanding shares. The Company wishes to inform its stockholders that it does not endorse Comrit’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares. Stockholders who have already tendered their shares may withdraw them at any time prior to 11:59 p.m., Eastern Time, on October 30, 2019, unless extended by Comrit, in accordance with Comrit’s offering documents.

The Company is circulating a letter to stockholders, furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference, that sets forth the reasons the board of directors’ recommended stockholders reject the tender offer.







Item 9.01     Financial Statements and Exhibits.
(d) Exhibits.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
STEADFAST INCOME REIT, INC.
 
 
 
 
 
Date:
October 3, 2019
 
By:
/s/ Kevin J. Keating
 
 
 
 
Kevin J. Keating
 
 
 
 
Chief Financial Officer and Treasurer




 EX-99.1 2 ex991lettertostockholders.htm EXHIBIT 99.1 CMG Exhibit
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EXHIBIT 99.1

October 3, 2019
Dear Stockholder:
As you may be aware by now, CMG Partners, LLC and its affiliates, CMG Income Fund II, LLC and CMG Liquidity Fund, LLC (collectively, “CMG”) initiated an unsolicited tender offer (the “CMG Offer”) to the stockholders of Steadfast Income REIT, Inc. (the “Company” or “SIR”) to purchase up to an aggregate of 250,000 shares of the Company’s common stock (the “Shares”) at a price of $4.76 per Share in cash (the “Offer Price”). The board of the directors of the Company (the “Board”) recommends that you reject the CMG Offer for the reasons discussed below.
The Company is required by the Securities Exchange Act of 1934, as amended, and the rules and regulations under it, to inform you of its position, if any, with respect to the CMG Offer. As a result, the Board: (1) consulted with members of the Company’s management, Steadfast Income Advisor, LLC, the Company’s advisor, and such legal and other advisors as deemed appropriate by the Board; (2) reviewed the terms and conditions of the CMG Offer; (3) considered other information relating to the Company’s historical financial performance, portfolio of assets and future opportunities; (4) evaluated various factors it deemed relevant in light of its knowledge of the Company’s business, financial condition, portfolio of assets and future prospects; and (5) took into account the fact that CMG is making the CMG Offer for investment purposes and with the intention of making a profit from the ownership of the Shares.
In determining that the Company should make a recommendation that stockholders reject the CMG Offer, the Board considered, among other things, the following:

(i)
On March 13, 2019, the Board determined an estimated net asset value per share of the Company’s common stock of $9.40 as of December 31, 2018 (the “Estimated Value”). The Estimated Value was determined by the Board after an independent third-party valuation firm conducted valuation analyses on the Company’s assets less its liabilities, divided by the number of Shares outstanding, all as of December 31, 2018, as described in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2019. The Estimated Value is $4.64 higher than the Offer Price on a per Share basis.
(ii)
On August 6, 2019, the Company announced that it had entered into a merger agreement with Steadfast Apartment REIT, Inc. (“STAR”). The proposed merger (the “Merger”) is a stock-for-stock transaction whereby at the effective time of the Merger each issued and outstanding Share will be converted into the right to receive 0.5934 shares of STAR’s common stock (the “Merger Consideration”). The Merger is subject to certain closing conditions being satisfied, including approval of the Merger by the stockholders of the Company. The closing of the Merger is expected to occur in the first quarter of 2020.
(iii)
In connection with the announcement of the pending Merger, the Board amended the Company’s share repurchase program (the “SRP”) to limit repurchase requests to death and disability only.
(iv)
Stockholders who tender their Shares will assign their right to receive distributions that are paid after October 22, 2019 (or such other date to which the CMG Offer may be extended). In addition,

sirfooter.jpg


stockholders that tender their Shares would be ineligible to receive the Merger Consideration if the Merger closes. If the Merger is consummated, STAR, as the resulting entity in the Merger, will communicate the terms of the combined company’s share repurchase program, which will be determined by the board of directors at a future time. If the Merger is not successful, SIR will communicate to its stockholders the terms of any new share repurchase program approved by its board of directors.
(v)
The CMG Offer provides a means for stockholders to obtain liquidity with respect to their Shares, albeit at a lower price than the Estimated Value or what the Board believes to be the Shares’ long-term value.
In summary, the Board recommends that stockholders should reject the CMG Offer. 
The Board understands that you must make your own independent decision whether to tender or refrain from tendering your Shares of the Company’s common stock. The Company strongly urges you to carefully consider all aspects of the CMG Offer in light of your own circumstances, including (i) your investment objectives, (ii) your financial circumstances, including your tolerance for risk and need for immediate liquidity that cannot be satisfied by other means, (iii) other financial opportunities available to you, (iv) your own tax position and tax consequences and (v) other factors you determine are relevant to your decision. You should carefully review all of the Tender Offer Materials sent to you by CMG, as well as the Company’s publicly available annual, quarterly and other reports, and consult with your own financial, tax and other advisors in evaluating the CMG Offer before deciding whether to tender your Shares of the Company’s common stock.
PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR OWN PARTICULAR SITUATION.
To accept the CMG Offer, follow the instructions in the Tender Offer Materials provided to you by CMG. To reject the CMG Offer, simply ignore it; you do not need to respond to anything. If you have already agreed to tender your Shares pursuant to the CMG Offer, you may withdraw your acceptance of the CMG Offer by notifying CMG at any time prior to the termination of the CMG Offer. The CMG Offer expires on October 22, 2019, unless extended by CMG in accordance with the Tender Offer Materials.
Should you have any questions or need further information about your options, please feel free to contact Steadfast Income REIT, Inc., 18100 Von Karman Avenue, Suite 500, Irvine, California 92612, Attention: Investor Relations (telephone number: 888-223-9951).

Sincerely,
/s/ Rodney F. Emery
Name: Rodney F. Emery, Chairman of the Board of Directors





ADDITIONAL INFORMATION ABOUT THE MERGER
In connection with the proposed Merger, STAR will prepare and file with the SEC (i) a registration statement on Form S-4 containing a proxy statement/prospectus prepared by STAR and SIR, and other related documents. The proxy statement/prospectus will contain important information about the proposed 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 SIR, AS APPLICABLE, WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STAR AND SIR. Investors and stockholders of STAR and SIR may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by STAR and SIR with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by STAR and SIR with the SEC are also available free of charge on STAR’s and SIR’s website at www.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.
 
PARTICIPANTS IN SOLICITATION RELATING TO THE MERGER
STAR and SIR and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the SIR’s stockholders, as applicable, in respect of the proposed Merger. Information regarding STAR’s directors and executive officers can be found in STAR’s most recent Annual Report on Form 10-K filed on March 14, 2019. Information regarding SIR’s directors and executive officers can be found in SIR’s most recent Annual Report on Form 10-K filed on March 15, 2019. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed Merger if and when they become available. These documents are available free of charge on the SEC’s website and from STAR or SIR, as applicable, using the sources indicated above.
 
Forward-Looking Statements
This report contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, 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; the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the risk that the proposed Merger and merger of STAR and Steadfast Apartment REIT III, Inc. (the “STAR III Merger” and together with the Merger, the “Mergers”) will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreements; the inability of the Company to obtain stockholder approval of the Merger, or the failure to satisfy the other conditions to completion of the proposed Merger or STAR III Merger; risks related to disruption of management’s attention from the ongoing business operations due to the proposed Mergers; 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 of STAR or SIR; and other factors, including those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.


EX-99.2 3 ex992lettertostockholders.htm EXHIBIT 99.2 COMRIT Exhibit
sirheader.jpg

EXHIBIT 99.2

October 3, 2019
Dear Stockholder:
As you may be aware by now, Comrit Investments 1, Limited Partnership (“Comrit”) initiated an unsolicited tender offer (the “Comrit Offer”) to the stockholders of Steadfast Income REIT, Inc. (the “Company” or “SIR”) to purchase up to an aggregate of 745,157 shares of the Company’s common stock (the “Shares”) at a price of $6.71 per Share in cash (the “Offer Price”). The board of the directors of the Company (the “Board”) recommends that you reject the Comrit Offer for the reasons discussed below.
The Company is required by the Securities Exchange Act of 1934, as amended, and the rules and regulations under it, to inform you of its position, if any, with respect to the Comrit Offer. As a result, the Board: (1) consulted with members of the Company’s management, Steadfast Income Advisor, LLC, the Company’s advisor, and such legal and other advisors as deemed appropriate by the Board; (2) reviewed the terms and conditions of the Comrit Offer; (3) considered other information relating to the Company’s historical financial performance, portfolio of assets and future opportunities; (4) evaluated various factors it deemed relevant in light of its knowledge of the Company’s business, financial condition, portfolio of assets and future prospects; and (5) took into account the fact that Comrit is making the Comrit Offer for investment purposes and with the intention of making a profit from the ownership of the Shares.
In determining that the Company should make a recommendation that stockholders reject the Comrit Offer, the Board considered, among other things, the following:

(i)
On March 13, 2019, the Board determined an estimated net asset value per share of the Company’s common stock of $9.40 as of December 31, 2018 (the “Estimated Value”). The Estimated Value was determined by the Board after an independent third-party valuation firm conducted valuation analyses on the Company’s assets less its liabilities, divided by the number of Shares outstanding, all as of December 31, 2018, as described in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2019. The Estimated Value is $2.69 higher than the Offer Price on a per Share basis.
(ii)
On August 6, 2019, the Company announced that it had entered into a merger agreement with Steadfast Apartment REIT, Inc. (“STAR”). The proposed merger (the “Merger”) is a stock-for-stock transaction whereby at the effective time of the Merger each issued and outstanding Share will be converted into the right to receive 0.5934 shares of STAR’s common stock (the “Merger Consideration”). The Merger is subject to certain closing conditions being satisfied, including approval of the Merger by the stockholders of the Company. The closing of the Merger is expected to occur in the first quarter of 2020.
(iii)
In connection with the announcement of the pending Merger, the Board amended the Company’s share repurchase program (the “SRP”) to limit repurchase requests to death and disability only. If the Merger is consummated, STAR, as the resulting entity in the Merger, will communicate the terms of the combined company’s share repurchase program, which will be determined by the board of

sirfooter.jpg


directors at a future time. If the Merger is not successful, SIR will communicate to its stockholders the terms of any new share repurchase program approved by its board of directors.
(iv)
Stockholders who tender their Shares will assign their right to receive distributions that are paid after October 30, 2019 (or such other date to which the Comrit Offer may be extended). In addition, stockholders that tender their Shares would be ineligible to receive the Merger Consideration if the Merger closes.
(v)
The Comrit Offer provides a means for stockholders to obtain liquidity with respect to their Shares, albeit at a lower price than the Estimated Value or what the Board believes to be the Shares’ long-term value.
In summary, the Board recommends that stockholders should reject the Comrit Offer. 
The Board understands that you must make your own independent decision whether to tender or refrain from tendering your Shares of the Company’s common stock. The Company strongly urges you to carefully consider all aspects of the Comrit Offer in light of your own circumstances, including (i) your investment objectives, (ii) your financial circumstances, including your tolerance for risk and need for immediate liquidity that cannot be satisfied by other means, (iii) other financial opportunities available to you, (iv) your own tax position and tax consequences and (v) other factors you determine are relevant to your decision. You should carefully review all of the Tender Offer Materials sent to you by Comrit, as well as the Company’s publicly available annual, quarterly and other reports, and consult with your own financial, tax and other advisors in evaluating the Comrit Offer before deciding whether to tender your Shares of the Company’s common stock.
PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR OWN PARTICULAR SITUATION.
To accept the Comrit Offer, follow the instructions in the Tender Offer Materials provided to you by Comrit. To reject the Comrit Offer, simply ignore it; you do not need to respond to anything. If you have already agreed to tender your Shares pursuant to the Comrit Offer, you may withdraw your acceptance of the Comrit Offer by notifying Comrit at any time prior to the termination of the Comrit Offer. The Comrit Offer expires on October 30, 2019, unless extended by Comrit in accordance with the Tender Offer Materials.
Should you have any questions or need further information about your options, please feel free to contact Steadfast Income REIT, Inc., 18100 Von Karman Avenue, Suite 500, Irvine, California 92612, Attention: Investor Relations (telephone number: 888-223-9951).

Sincerely,
/s/ Rodney F. Emery
Name: Rodney F. Emery, Chairman of the Board of Directors





ADDITIONAL INFORMATION ABOUT THE MERGER
In connection with the proposed Merger, STAR will prepare and file with the SEC (i) a registration statement on Form S-4 containing a proxy statement/prospectus prepared by STAR and SIR, and other related documents. The proxy statement/prospectus will contain important information about the proposed 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 SIR, AS APPLICABLE, WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STAR AND SIR. Investors and stockholders of STAR and SIR may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by STAR and SIR with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by STAR and SIR with the SEC are also available free of charge on STAR’s and SIR’s website at www.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.
 
PARTICIPANTS IN SOLICITATION RELATING TO THE MERGER
STAR and SIR and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the SIR’s stockholders, as applicable, in respect of the proposed Merger. Information regarding STAR’s directors and executive officers can be found in STAR’s most recent Annual Report on Form 10-K filed on March 14, 2019. Information regarding SIR’s directors and executive officers can be found in SIR’s most recent Annual Report on Form 10-K filed on March 15, 2019. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed Merger if and when they become available. These documents are available free of charge on the SEC’s website and from STAR or SIR, as applicable, using the sources indicated above.
 
Forward-Looking Statements
This report contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, 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; the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the risk that the proposed Merger and merger of STAR and Steadfast Apartment REIT III, Inc. (the “STAR III Merger” and together with the Merger, the “Mergers”) will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreements; the inability of the Company to obtain stockholder approval of the Merger, or the failure to satisfy the other conditions to completion of the proposed Merger or STAR III Merger; risks related to disruption of management’s attention from the ongoing business operations due to the proposed Mergers; 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 of STAR or SIR; and other factors, including those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.


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