STET APT Item 2.02 Results of Operations and Financial Condition.
On
The information contained in this Item 2.02, including the related information set forth in the earnings release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.
-------------------------------------------------------------------------------- Item 8.01 Other Events. The information reported in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. Distribution Declaration OnJuly 24, 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 onAugust 1, 2021 and ending onAugust 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 inAugust 2021 will be paid inSeptember 2021 . The distributions will be payable to stockholders from legally available funds therefor.
Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K may include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which the Company operates and beliefs of and assumptions made by the Company's management, involve uncertainties that could significantly affect the financial results of the Company or the combined company. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to certain actions to be taken by the Company in connection with the closing of the Mergers. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: IRT's and the Company's ability to complete the Mergers on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and lender consents and satisfaction of other closing conditions to consummate the Mergers; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; risks related to diverting the attention of the Company and IRT management from ongoing business operations; failure to realize the expected benefits of the Mergers; significant transaction costs and/or unknown or inestimable liabilities; the risk of stockholder litigation in connection with the proposed Mergers, including resulting expense or delay; the risk that the Company's business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the Mergers; effects relating to the announcement of the Mergers or any further announcements or the consummation of the Mergers on the market price of the IRT Common Stock; the possibility that, if the combined company does not achieve the perceived benefits of the Mergers as rapidly or to the extent anticipated by financial analysts or investors, the market price of IRT Common Stock could decline; the value of the Company could decline; general adverse economic and local real estate conditions; the inability of residents to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; local real estate conditions; adverse changes in financial markets that result in increases in interest rates and reduced availability and increased costs of capital; increases in operating costs and real estate taxes; changes in the dividend policy for IRT Common Stock or IRT's
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ability to pay dividends; changes in the distribution policy for the Company or
the Company's ability to pay distributions; impairment charges; unanticipated
changes in IRT's intention or ability to prepay certain debt prior to maturity;
pandemics or other health crises, such as coronavirus disease 2019 (COVID-19);
and other risks and uncertainties affecting IRT and the Company, including those
described from time to time under the caption "Risk Factors" and elsewhere in
IRT's and the Company's
Additional Information and Where to Find It This communication relates to a proposed merger transaction pursuant to the terms of the Merger Agreement. In connection with the proposed merger transaction, IRT will file with theSEC a registration statement on Form S-4 to register the shares of IRT Common Stock to be issued in connection with the proposed merger transaction. The registration statement will include a joint proxy statement/prospectus which will be sent to the stockholders of the Company and the stockholders of IRT. This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document the Company and/or IRT may file with theSEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND IRT ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with theSEC by IRT and/or the Company through the website maintained by theSEC at http://www.sec.gov. Copies of the documents filed with theSEC by the Company will be available free of charge on the Company's internet website at http://www.steadfastliving.com or by contacting the Company's Investor Relations Department by phone at +1-888-223-9951. Copies of the documents filed with theSEC by IRT will be available free of charge on IRT's internet website at http://www.irtliving.com or by contacting IRT's Investor Relations Department by email at IRT@edelman.com or by phone at +1-917-365-7979. Participants in Solicitation The Company, IRT, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed merger transaction. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year endedDecember 31, 2020 , which was filed with theSEC onMarch 12, 2021 , and in its proxy statement for its 2021 annual meeting of stockholders, which was filed with theSEC onJune 14, 2021 . Information about the directors and executive officers of IRT is set forth in its Annual Report on Form 10-K for the year endedDecember 31, 2020 , which was filed with theSEC onFebruary 18, 2021 , and its proxy statement for its 2021 annual meeting of stockholders, which was filed with theSEC onMarch 29, 2021 . These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be --------------------------------------------------------------------------------
contained in the joint proxy statement/prospectus and other relevant materials
to be filed with the
-------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibits Description 99.1 Earnings Release datedJuly 26, 2021
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