RESOURCE REIT, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
Completion of Merger
As disclosed in the Current Report on Form 8-K of
As described under Item 5.07 below, on
On
At the effective time of the Company Merger, (i) each issued and outstanding
share of the Company's common stock (or a fraction thereof),
At the effective time of the Partnership Merger, (i) each common unit of partnership interests in OP I outstanding immediately prior to the effective time of the Partnership Merger converted into the right to receive 1.22423 common units of partnership interest in OP II and (ii) each Series A Cumulative Participating Redeemable Preferred Unit in OP I issued and outstanding immediately prior to the effective time of the Partnership Merger converted into the right to receive one Series A Cumulative Participating Redeemable Preferred Unit in OP II.
The combined company after the Merger will be known as "
The foregoing description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
As a result of and at the effective time of the Merger, (i) holders of REIT I
Common Stock immediately prior to such time ceased having any rights as
stockholders of the Company (other than their right to receive 1.22423 shares of
Resource REIT Common Stock per share under the Merger Agreement) and
(ii) holders of REIT I Convertible Stock immediately prior to such time ceased
having any rights as stockholders of the Company (other than their right to
receive
The information set forth in Item 2.01 is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As a result of and at the effective time of the Merger, a change in control of the Company occurred and the Company merged with and into Merger Sub and the separate corporate existence of the Company ceased.
The information set forth in Item 2.01 is incorporated herein by reference.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As a result of the Merger and pursuant to the Merger Agreement, as described in Item 2.01 of this Current Report on Form 8-K, the Company ceased to exist and Merger Sub continued as the surviving corporation. All members of the board of directors of the Company ceased to be directors at the effective time of the Merger by operation of the Merger. The departure of the directors was in connection with the Merger and was not due to any disagreement or dispute with the Company on any matter.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The Company previously filed with the
At the Special Meeting, there were present, in person or by proxy,
(i) stockholders holding an aggregate of approximately 41,225,219 shares of the
Company's common stock, representing approximately 58.42% of the total number of
70,565,408 shares of the Company's common stock issued and outstanding as of
The final results of the following matters voted on at the Special Meeting are
set forth below.
For Against Abstain
Common Stock
Merger Proposal 37,137,955 2,051,485 2,035,779
Charter Amendment Proposal 36,762,666 2,198,711 2,263,842
Adjournment Proposal 36,684,159 2,383,710 2,157,350
Convertible Stock
Merger Proposal 49,327 43 19
Charter Amendment Proposal N/A N/A N/A
Adjournment Proposal N/A N/A N/A
Accordingly, the Company's stockholders approved the Merger Proposal, the Charter Amendment Proposal and the Adjournment Proposal.
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Item 7.01 Regulation FD Disclosure.
On
Pursuant to the rules and regulations of the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofSeptember 8, 2020 , by and among the Company,RRE Opportunity OP II, LP ,Revolution I Merger Sub, LLC ,Resource Real Estate Opportunity OP, LP andResource Real Estate Opportunity REIT II, Inc. , incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filedSeptember 11, 2020 3.1 Articles of Amendment* 99.1 Press Release* * Filed herewith
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