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 23, 2021
STEADFAST APARTMENT REIT, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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000-55428
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36-4769184
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(State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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18100 Von Karman Avenue, Suite 200
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Irvine, California 92612
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(Address of Principal Executive Offices, including Zip Code)
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Registrant’s Telephone Number, Including Area Code: (949) 569-9700
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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.
Amendment to Transition Services Agreement
On September 24, 2021, Steadfast Apartment REIT, Inc. (the “Company”) entered into Amendment No. 3 to Transition Services Agreement (the “Amendment”) with Steadfast Investment Properties, Inc. to extend the term of the Transition Services Agreement, dated August 31, 2020 (the “TSA”), from September 30, 2021 to December 16, 2021. Except as modified by the Amendment, the material terms of the TSA, as summarized in the Company's Current Report on Form 8-K filed on September 3, 2020, remain in full force and effect.
The foregoing summary of the material terms of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 8.01 Other Events.
Distribution Declaration
On September 23, 2021, the Board of Directors of the Company approved and authorized a daily distribution to stockholders of record as of the close of business on each day for the period commencing on October 1, 2021 and ending on October 31, 2021. The distributions will be equal to $0.001438 per share of the Company’s common stock per day. The distributions for each record date in October 2021 will be paid in November 2021. The distributions will be payable to stockholders from legally available funds therefor.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibits
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Description
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10.1
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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.
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STEADFAST APARTMENT REIT, INC.
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Date:
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September 27, 2021
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By:
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/s/ Ella S. Neyland
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Ella S. Neyland
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President, Chief Financial Officer and Treasurer
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AMENDMENT NO. 3 TO TRANSITION SERVICES AGREEMENT
This AMENDMENT NO. 3 TO TRANSITION SERVICES AGREEMENT (the “Amendment”) by and between Steadfast Investment Properties, Inc., a California corporation, and Steadfast Apartment REIT, Inc., a Maryland corporation, is dated as of September 24, 2021.
WHEREAS, the parties hereto previously entered into the Transition Services Agreement dated as of August 31, 2020 (as subsequently amended, the “TSA”);
WHEREAS, the current term of the TSA ends on September 30, 2021; and
WHEREAS, pursuant to Section 11.3 (Amendment), the parties hereto desire to amend the TSA to extend the term of the TSA to December 16, 2021.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
AMENDMENT
Section 1.1 Amendment to Section 9.1 of the TSA. Pursuant to Section 11.3 of the TSA, the parties hereto agree to delete Section 9.1(Term of Agreement) in its entirety and replace it with the following:
Section 9.1. Term of Agreement. This Agreement shall become effective on the Effective Date and shall continue in operation until December 16, 2021 (the “Initial Term”), unless (a) terminated as provided in Section 9.2 hereof or (b) the parties mutually agree to extend this Agreement or any Service hereunder for a longer period (if applicable, a “Renewal Term”; the Initial Term and any Renewal Term are sometimes referred to as the “Term”), as applicable. The Parties acknowledge and agree however that in respect of any particular Service the Service Provider need only provide such Service until the “Service End Date” as indicated on the applicable Schedule hereto, notwithstanding that the Term of this Agreement may not expire until a later date. For the avoidance of doubt, the Service Provider need not provide any Services hereunder after the expiration of the Term.
ARTICLE II
MISCELLANEOUS
Section 2.1 Continued Effect. Except as specifically set forth herein, all other terms and conditions of the TSA shall remain unmodified and in full force and effect, the same being confirmed and republished hereby. In the event of any conflict between the terms of the TSA and the terms of this Amendment, the terms of this Amendment shall control.
Section 2.2 Counterparts. The parties hereto may sign any number of copies of this Amendment. Each signed copy shall be an original, but all of them together represent the same
agreement. Delivery of an executed counterpart of a signature page of this Amendment or any document or instrument delivered in connection herewith by telecopy or other electronic method shall be effective as delivery of a manually executed counterpart of this Amendment or such other document or instrument, as applicable.
Section 2.3 Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
STEADFAST INVESTMENT PROPERTIES, INC.
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By:
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/s/ Ana Marie del Rio
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Name:
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Ana Marie del Rio
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Title:
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Secretary
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STEADFAST APARTMENT REIT, INC.
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By:
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/s/ Ella S. Neyland
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Name:
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Ella S. Neyland
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Title:
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President and Chief Financial Officer
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