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EX-10.1 - EX-10.1 - Steadfast Income REIT, Inc. | g27377exv10w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 25, 2011
May 25, 2011
Steadfast Income REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | 333-160748 | 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)
Registrants 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 (see General
Instruction A.2.):
o | 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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-10.1 |
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Item 1.01 | Entry into a Material Definitive Agreement. |
Reimbursement Agreement
On May 25, 2011, Steadfast Income REIT, Inc. (the Company), Steadfast Income Advisor, LLC,
the Companys advisor (Advisor), Beacon Bay Holdings, LLC, an affiliate of the Companys sponsor
(Beacon Bay), and Rodney F. Emery, the Companys Chief Executive Officer and President (Emery),
entered into an Operating Expense Reimbursement and Guaranty Agreement (Reimbursement Agreement),
as described below.
The Companys Second Articles of Amendment and Restatement (the Charter) limits the
Companys operating expenses (as defined in the Charter) during any four fiscal quarters to the
greater of 2% of the Companys average invested assets or 25% of the Companys net income for the
same period (the 2%/25% Limitation). Under the terms of the Charter, unless otherwise approved by
the independent directors of the Company, Advisor is required to reimburse the Company to the
extent the Companys operating expenses exceed the 2%/25% Limitation. For the four fiscal quarters
ended March 31, 2011, the Companys total operating expenses exceeded the 2%/25% Limitation by
$1,230,316 (the Excess Amount). On May 24, 2011, the independent directors of the Company
approved the Excess Amount, subject to certain limitations. In connection with the approval of the
Excess Amount by the Companys independent directors, the Company, Advisor, Beacon Bay and Emery
entered into the Reimbursement Agreement.
Pursuant to the Reimbursement Agreement, if, on the earlier of (1) the termination date of the
Advisory Agreement (the Advisory Agreement) by and among the Company, Steadfast Income REIT
Operating Partnership, L.P., and Advisor and (2) December 31, 2011 (in each case, such date the
Determination Date), the Companys total operating expenses exceed the 2%/25% Limitation,
measured for the Companys entire operating history, then Advisor will reimburse the Company for
the Excess Amount to the extent that the Excess Amount is greater than the amount by which the
Companys total operating expenses for the Companys entire operating history as of the
Determination Date exceed the 2%/25% Limitation (the amount of any such reimbursement, the
Determination Date Payment). Additionally, Advisor has agreed that any acquisition fees actually
to be paid to Advisor pursuant to the Advisory Agreement during the Companys fourth fiscal quarter
ended December 31, 2011 will be deferred until the Determination Date. To the extent that Advisor
is obligated to make a Determination Date Payment to the Company on the Determination Date, the
Company will offset, as a reduction of the Determination Date Payment payable to the Company, any
such acquisition fees. Acquisition fees deferred pursuant to the Advisory Agreement will not be
considered as an offset of the amounts to be paid by Advisor on the Determination Date.
The Reimbursement Agreement also provides that within 30 days of December 31 of each year
subsequent to December 31, 2011, Advisor will be reimbursed by the Company for the Determination
Date Payment, if any, to the extent that the Companys total operating expenses through such date
do not exceed the 2%/25% Limitation, measured from the commencement of the Companys operations
through such date.
Pursuant to the terms of the Reimbursement Agreement, Beacon Bay has absolutely and
unconditionally guaranteed, as a primary obligor (the Primary Guaranty), (1) the payment of all
amounts due and payable by Advisor to the Company under the Reimbursement Agreement and (2) all
expenses that are incurred by us in the enforcement of the Primary Guaranty, when and as the
amounts become due (collectively, the Guaranteed Obligations). Additionally, Emery will
absolutely and unconditionally guaranty, as a primary obligor (the Secondary Guaranty), the
payment of all Guaranteed Obligations; provided, however, that Emery will have no liability or
obligation under the Secondary Guaranty until the Company has provided notice to Emery that Beacon
Bay has failed to perform, or is unable to perform (as determined by the Companys independent
directors in their sole discretion), its obligations under the Primary Guaranty.
The material terms of the Reimbursement Agreement described herein are qualified in their
entirety by the Reimbursement Agreement, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit | Description | |||
10.1 | Operating Expense Reimbursement and Guaranty Agreement, dated as of May 25, 2011, by and
among Steadfast Income REIT, Inc., Steadfast Income Advisor, LLC, Beacon Bay Holdings, LLC and
Rodney F. Emery |
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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.
STEADFAST INCOME REIT, INC. |
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Date: May 25, 2011 | By: | /s/ Rodney F. Emery | ||
Rodney F. Emery | ||||
Chief Executive Officer and President | ||||
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