Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT - Steadfast Apartment REIT, Inc. | ex991pressreleaseoasis.htm |
| EX-10.1 - EXHIBIT - Steadfast Apartment REIT, Inc. | ex101psaoasis.htm |
| EX-10.5 - EXHIBIT - Steadfast Apartment REIT, Inc. | ex105noteoasis.htm |
| EX-10.4 - EXHIBIT - Steadfast Apartment REIT, Inc. | ex104constructionmgmtagmto.htm |
| EX-10.9 - EXHIBIT - Steadfast Apartment REIT, Inc. | ex109mgmtassignmtoasis.htm |
| EX-10.6 - EXHIBIT - Steadfast Apartment REIT, Inc. | ex106loanagmtoasis.htm |
| EX-10.3 - EXHIBIT - Steadfast Apartment REIT, Inc. | ex103managementagmtoasis.htm |
| EX-10.8 - EXHIBIT - Steadfast Apartment REIT, Inc. | ex108guarantyoasis.htm |
| EX-10.2 - EXHIBIT - Steadfast Apartment REIT, Inc. | ex102assignmentofpsaoasis.htm |
| EX-10.7 - EXHIBIT - Steadfast Apartment REIT, Inc. | ex107securityinstmentoasis.htm |
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):
December 19, 2014
Steadfast Apartment REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | 333-191049 | 36-4769184 | ||
(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)
Registrant's 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)) | ||
Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth under Items 2.01 and 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Acquisition of The Oasis
On December 19, 2014 (the “Closing Date”), Steadfast Apartment REIT, Inc. (the “Company”), through STAR Oasis, LLC (“STAR Oasis”), an indirect wholly-owned subsidiary of the Company, acquired from a third-party seller a fee simple interest in a 252-unit multifamily residential community located in Colorado Springs, Colorado, commonly known as The Oasis (the “Oasis Property”). On the Closing Date, Steadfast Asset Holdings, Inc., an affiliate of the Company, assigned to STAR Oasis the Purchase and Sale Agreement and Joint Escrow Instructions, dated as of September 9, 2014, for the purchase of the Oasis Property.
STAR Oasis acquired the Oasis Property for an aggregate purchase price of $40,000,000, exclusive of closing costs. STAR Oasis financed the payment of the purchase price for the Oasis Property with a combination of (1) proceeds from the Company’s public offering and (2) a loan in the aggregate principal amount of $28,000,000 (the “Loan”) from PNC Bank, National Association (“PNC”), pursuant to the requirements of the Federal Home Loan Mortgage Corporation (Freddie Mac) Capital Markets Execution Program, as evidenced by the Multifamily Loan and Security Agreement (the “Loan Agreement”) and the Multifamily Note (the “Note” and, together with the Loan Agreement, the Mortgage and the Guaranty, each described below, the “Loan Documents”). For additional information on the terms of the Loan and Loan Documents, see Item 2.03 below.
The Oasis Property was constructed in 1996 and consists of 16 two-and three-story residential buildings and a clubhouse/leasing office situated on an approximately 15-acre site. The garden-style property is comprised of 148 one-bedroom apartment homes and 104 two-bedroom apartment homes that average 891 square feet with an average monthly rent of $1,102. Apartment amenities at the Oasis Property include central air conditioning, balconies/patios, washer and dryers, custom crown molding and walk-in closets. In addition, select units have vaulted ceilings, built-in bookcases and fireplaces. Property amenities at the Oasis Property include a swimming pool, hot tubs, a barbecue area, a 24-hour fitness center, a clubhouse and attached and detached garages. As of December 1, 2014, the Oasis Property was approximately 96% occupied.
An acquisition fee of approximately $423,200 was earned by Steadfast Apartment Advisor, LLC (the “Advisor”) in connection with the acquisition of the Oasis Property. A financing coordination fee of approximately $280,000 was earned by the Advisor in connection with the financing of the Oasis Property.
The material terms of the agreements described above are qualified in their entirety by the agreements attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Management of the Oasis Property
On the Closing Date, STAR Oasis and Steadfast Management Company, Inc. (“Steadfast Management”), an affiliate of the Advisor, entered into a Property Management Agreement (the “Management Agreement”) pursuant to which Steadfast Management serves as the exclusive leasing agent and manager of the Oasis Property. Pursuant to the Management Agreement, STAR Oasis is to pay Steadfast Management a monthly management fee in an amount equal to 3% of the Oasis Property’s gross collections (as defined in the Management Agreement) for such month. The Management Agreement has an initial term that expires on December 19, 2015 and will continue thereafter on a month-to-month basis unless either party gives 60 days prior written notice of its desire to terminate the Management Agreement. STAR Oasis may terminate the Management Agreement at any time upon 30 days prior written notice to Steadfast Management in the event of the gross negligence, willful misconduct or bad acts of Steadfast Management or any of Steadfast Management’s employees. Either party may terminate the Management Agreement due to a material breach of the other party’s obligations under the Management Agreement that remains uncured for 30 days after notification of such breach.
STAR Oasis also entered into a Construction Management Services Agreement (the “Construction Services Agreement”) with Pacific Coast Land & Construction, Inc. (“PCL”), an affiliate of the Advisor. Pursuant to the Construction Services Agreement, PCL will provide construction management services with respect to capital improvements and renovations from time to time for the Oasis Property for a fee in an amount equal to 8% of the total cost of the improvements and renovations. The Construction Services Agreement may be terminated by either party with 30 days prior written notice to the other party.
The material terms of the agreements described above are qualified in their entirety by the agreements attached as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Loan
In connection with the acquisition of the Oasis Property, STAR Oasis borrowed $28,000,000 from PNC pursuant to the Note. The Loan has an 84-month term with a maturity date of January 1, 2022 (the “Maturity Date”). STAR Oasis paid a loan origination fee of $196,000 to PNC in connection with the Loan.
Interest on the outstanding principal balance of the Loan accrues at the one-month London Interbank Offered Rate (LIBOR) plus 1.89%, as further described in the Note, and is payable on the first day of each month beginning on February 1, 2015. The entire outstanding principal balance and any accrued and unpaid interest on the Loan is due and payable in full on the Maturity Date.
STAR Oasis may voluntarily prepay all of the unpaid principal balance of the Loan and all accrued interest thereon and other sums due to PNC under the Loan Documents following the first year of the Loan, provided that STAR Oasis provides PNC with prior notice of such prepayment and pays a prepayment fee, all in accordance with the terms of the Note.
The performance of the obligations of STAR Oasis under the Loan is secured by a Multifamily Deed of Trust, Assignment of Rents and Security Agreement with respect to the Oasis Property (the “Mortgage”). Additionally, pursuant to an Assignment of Management Agreement and Subordination of Management Fees, STAR Oasis assigned all of its rights under the Management Agreement to PNC upon an event of default under the Loan Documents.
The Company entered into a Guaranty (the “Guaranty”) in connection with the Loan. The Company absolutely, unconditionally and irrevocably guaranteed to PNC the full and prompt payment and performance when due of all amounts for which STAR Oasis is personally liable under the Loan Documents, in addition to all costs and expenses incurred by PNC in enforcing such Guaranty.
The material terms of the agreements described above are qualified in their entirety by the agreements attached as Exhibits 10.5, 10.6, 10.7, 10.8 and 10.9 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 | Regulation FD Disclosure. |
On December 23, 2014, the Company distributed a press release announcing the completion of the acquisition of the Oasis Property. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “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 specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description | |||
10.1 | Purchase and Sale Agreement and Joint Escrow Instructions, dated as of September 9, 2014, by and between Steadfast Asset Holdings, Inc. and Oasis Apartments, LLC and Fidelity National Title Insurance Company in its capacity as the escrow holder | |||
10.2 | Assignment and Assumption of Purchase Agreement, dated as of December 19, 2014, by and between Steadfast Asset Holdings, Inc. and STAR Oasis, LLC | |||
10.3 | Property Management Agreement, made and entered into as of December 19, 2014, by and between Steadfast Management Company, Inc. and STAR Oasis, LLC | |||
10.4 | Construction Management Services Agreement entered into as of December 19, 2014, by and between STAR Oasis, LLC and Pacific Coast Land & Construction, Inc. | |||
10.5 | Multifamily Note, effective as of December 19, 2014, by STAR Oasis, LLC in favor of PNC Bank, National Association | |||
10.6 | Multifamily Loan and Security Agreement, dated as of December 19, 2014, by and between STAR Oasis, LLC and PNC Bank, National Association | |||
10.7 | Multifamily Deed of Trust, Assignment of Rents and Security Agreement, effective as of December 19, 2014, by STAR Oasis, LLC for the benefit of PNC Bank, National Association | |||
10.8 | Guaranty, effective as of December 19, 2014, by Steadfast Apartment REIT, Inc. for the benefit of PNC Bank, National Association | |||
10.9 | Assignment of Management Agreement and Subordination of Management Fees, effective as of December 19, 2014, by and among STAR Oasis, LLC, PNC Bank, National Association and Steadfast Management Company, Inc. | |||
99.1 | Press release, dated December 23, 2014 | |||
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 APARTMENT REIT, INC. | |||
Date: | December 23, 2014 | By: | /s/ Ella S. Neyland |
Ella S. Neyland | |||
President | |||
EXHIBIT INDEX
Exhibit | Description | |||
10.1 | Purchase and Sale Agreement and Joint Escrow Instructions, dated as of September 9, 2014, by and between Steadfast Asset Holdings, Inc. and Oasis Apartments, LLC and Fidelity National Title Insurance Company in its capacity as the escrow holder | |||
10.2 | Assignment and Assumption of Purchase Agreement, dated as of December 19, 2014, by and between Steadfast Asset Holdings, Inc. and STAR Oasis, LLC | |||
10.3 | Property Management Agreement, made and entered into as of December 19, 2014, by and between Steadfast Management Company, Inc. and STAR Oasis, LLC | |||
10.4 | Construction Management Services Agreement entered into as of December 19, 2014, by and between STAR Oasis, LLC and Pacific Coast Land & Construction, Inc. | |||
10.5 | Multifamily Note, effective as of December 19, 2014, by STAR Oasis, LLC in favor of PNC Bank, National Association | |||
10.6 | Multifamily Loan and Security Agreement, dated as of December 19, 2014, by and between STAR Oasis, LLC and PNC Bank, National Association | |||
10.7 | Multifamily Deed of Trust, Assignment of Rents and Security Agreement, effective as of December 19, 2014, by STAR Oasis, LLC for the benefit of PNC Bank, National Association | |||
10.8 | Guaranty, effective as of December 19, 2014, by Steadfast Apartment REIT, Inc. for the benefit of PNC Bank, National Association | |||
10.9 | Assignment of Management Agreement and Subordination of Management Fees, effective as of December 19, 2014, by and among STAR Oasis, LLC, PNC Bank, National Association and Steadfast Management Company, Inc. | |||
99.1 | Press release, dated December 23, 2014 | |||