Steadfast Apartment REIT III Shareholders Approve Merger with Steadfast Apartment REIT
March 3, 2020
On March 2, 2020, Steadfast Apartment REIT III, Inc. (the “Company”) held a special meeting of its stockholders (the “STAR III Special Meeting”), at which its stockholders were asked to consider and vote on (i) a proposal to approve the merger (the “STAR III Merger”) of the Company with and into SIII Subsidiary, LLC (“Merger Sub”), a wholly owned subsidiary of Steadfast Apartment REIT, Inc. (“STAR”), pursuant to the Agreement and Plan of Merger, dated as of August 5, 2019, by and among the Company, STAR, and the other parties thereto (the “STAR III 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 STAR III Merger (the “STAR III Charter Amendment”), and (iii) a proposal to adjourn the STAR III Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the STAR III Merger.
The Company previously filed with the U.S. Securities and Exchange Commission a definitive proxy statement/prospectus and related materials pertaining to the STAR III Merger and the STAR III Special Meeting, which describe in detail each of the proposals submitted to the Company’s stockholders to be voted on at the STAR III Special Meeting.
At the STAR III Special Meeting, there were present, in person or by proxy, stockholders holding an aggregate of approximately 4,800,889.34 shares of the Company’s common stock, representing approximately 56% of the total number of 8,572,831.65 shares of the Company’s common stock issued and outstanding as of December 16, 2019, 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 STAR III Special Meeting are set forth below, excluding any shares beneficially held by certain affiliates as required by the Merger Agreement.
Accordingly, the Company’s stockholders approved the STAR III Merger Proposal. As contemplated by
• The Company shall merge with and into Merger Sub. Merger Sub will continue as the surviving entity and as a wholly owned subsidiary of STAR, and the separate existence of the Company will cease.
• At the effective time of the STAR III Merger, each outstanding share of Class A common stock, par value $0.01 per share, of the Company, each outstanding share of Class R common stock, par value $0.01 per share, of the Company and each outstanding share of Class T common stock, par value $0.01 per share, of the Company (such Class A, Class R and Class T common stock, collectively, “Company Common Stock”) will be converted automatically into the right to receive 1.43 shares of common stock, par value $0.01 per share, of STAR (“STAR Common Stock”).
In addition, as reflected above, the Company’s stockholders approved the STAR III Charter Amendment. As contemplated by the STAR III Charter Amendment, the Company’s charter will be promptly amended to remove the provision related to “Roll-Up Transactions” in connection with the STAR III Merger.
Because the affirmative vote of the holders of a majority of the shares of the Company’s common stock entitled to be cast on the Merger Proposal and STAR III Charter Amendment were achieved, the proposal to adjourn the STAR III Special Meeting to solicit additional proxies in favor of such proposal was not necessary or appropriate and, therefore, not called.
Source: SEC
