UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 16 19, 2022

RESOURCE REIT, INC.

(Rapids Merger Sub LLC, as successor by merger to Resource REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-55430	80-0854717
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1845 Walnut Street, 17th Floor

Philadelphia, Pennsylvania 19103

(Address of principal executive offices - zip code)

Registrant’s telephone number, including area code: (215) 231-7050

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~TradingSymbol~~Trading Symbol(s) Name of each ~~exchangeon~~exchange on which registered None N/A N/A

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~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

OnThis ~~May 16,~~Current ~~2022,~~Report ~~Resource~~on ~~REIT,~~Form ~~Inc.,~~8-K ais ~~Maryland~~being ~~corporation~~filed ~~(the~~in ~~“Company”),~~connection ~~held~~with athe ~~special~~completion ~~meeting~~on ofMay 19, ~~stockholders~~2022 (of the ~~“Special~~transactions ~~Meeting”)~~contemplated toby ~~consider~~that certain ~~proposals related to the~~ Agreement and Plan of Merger ~~(the “Merger Agreement”)~~, dated as of January 23, 2022 (the “Merger Agreement”), by and among Resource REIT, Inc., a Maryland corporation (the “Company”), Rapids Parent LLC, a Delaware limited liability company (“Parent”), and Rapids Merger Sub LLC, a Delaware limited liability company (“Merger Sub”). ~~The~~Parent and Merger ~~Agreement~~Sub ~~provides~~are ~~that~~affiliates of Blackstone Real Estate Income Trust, ~~upon~~Inc. Pursuant to the terms and subject to the conditions set forth ~~therein~~in the Merger Agreement, on May 19, 2022, the Company ~~will~~merged ~~merge~~ with and into Merger Sub (the “Merger”)., ~~Upon~~with ~~completion~~Merger ofSub ~~the~~continuing ~~Merger,~~as ~~Merger~~the ~~Sub~~surviving ~~will~~company ~~survive~~ and the separate existence of the Company ~~will cease~~ceased. ~~Parent and Merger Sub are affiliates of Blackstone Real Estate Income Trust, Inc. (“BREIT”), which is an affiliate of Blackstone Inc.~~

AsItem of the close of business on March 3, 2022, the record date for the determination of the holders of record of our common stock entitled to vote at the Special Meeting (the “Record Date”), there were 166,259,239 shares of common stock outstanding and entitled to vote at the Special Meeting2.01 ~~Each~~Completion ~~holder~~ of ~~common~~Acquisition stock was entitled to cast one vote on each matter presented at the Special Meeting for each share of common stock that such holder owned as of the Record Date. There were 92,804,183 shares of common stock present virtually or byDisposition ~~proxy at the Special Meeting, which together represented 55.81%~~ of ~~the votes entitled to be cast at the Special Meeting, and which constituted a quorum for the transaction of business~~Assets.

AtThe ~~the~~information ~~Special~~provided ~~Meeting,~~in the ~~following~~Introductory ~~proposals~~Note ~~were~~of ~~considered:~~this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, at the effective time of the Merger (1the “Merger Effective Time”), each share of common stock, par value $0.01 per share, of the ~~proposal~~Company (“Company Common Stock”), or fraction thereof, issued and outstanding as of immediately prior to ~~approve~~the Merger Effective Time, was automatically cancelled and converted into the right to receive, in accordance with the terms of the Merger; Agreement, an amount in cash equal to $14.75 per share, without interest (“Company Common Stock Consideration”). In addition, at the Merger Effective Time, each share of convertible stock, par value $0.01 per share, of the Company (“Company Convertible Stock”), or fraction thereof, issued and outstanding as of immediately prior to the Merger Effective Time, was automatically cancelled and converted into the right to receive, in accordance with the terms of the Merger Agreement, an amount in cash equal to $1,846.76 per share, without interest (“Company Convertible Stock Consideration,” and together with Company Common Stock Consideration, “Merger Consideration”).

~~(2)~~Notwithstanding the ~~proposal~~foregoing, toat ~~approve,~~the onMerger aEffective ~~non-binding~~Time, ~~advisory~~each ~~basis,~~share of Company Common Stock and Company Convertible Stock then held by the ~~compensation~~Company ~~that~~or ~~may~~any besubsidiary ~~paid~~of the Company or ~~become~~held ~~payable~~by Parent or Merger Sub, if any, were automatically retired and ceased to ~~the~~exist, and no consideration, nor any other payment was made with respect to such shares of Company’s ~~named~~Common ~~executive~~Stock ~~officers~~and ~~that~~Company isConvertible ~~based~~Stock onin connection with or ~~otherwise~~as ~~relates~~a toconsequence of the Merger.

~~Each~~Pursuant ofto the ~~proposals~~terms ~~was~~and ~~approved~~conditions byin the ~~requisite~~Merger ~~vote~~Agreement, immediately prior to the Merger Effective Time, each outstanding share of unvested time-vested restricted Company Common Stock (“Time-Vested Restricted Stock”) granted pursuant to the Company’s ~~stockholders.~~2020 ~~Because~~Long-Term ~~there~~Incentive Plan (the “Long-Term Incentive Plan”) automatically vested and all restrictions and reacquisition rights thereon lapsed, and thereafter all shares of Company Common Stock represented thereby were ~~sufficient~~considered ~~votes~~outstanding ~~present~~for toall ~~approve~~purposes under the Merger, itAgreement ~~was~~and ~~not~~had ~~necessary~~the right to ~~adjourn~~receive the ~~meeting~~Company Common Stock Consideration, less any applicable withholding taxes. ~~The~~In ~~final~~addition, ~~voting~~immediately ~~results~~prior ~~for~~to the Merger Effective Time, each ~~proposal~~outstanding ~~are~~award asof ~~set~~unvested ~~forth~~performance-based ~~below.~~restricted ~~For~~Company ~~more~~Common ~~information~~Stock on(“Performance ~~each~~Restricted Stock”) granted pursuant to the Long-Term Incentive Plan automatically vested with respect to 100% of ~~these~~the ~~proposals~~target number of shares of Performance Restricted Stock and all restrictions and reacquisition rights thereon lapsed, ~~see~~and ~~the~~thereafter all shares of Company’s ~~definitive~~Common ~~proxy~~Stock ~~statement~~represented ~~filed~~thereby ~~with~~were considered outstanding for all purposes under the ~~U.S.~~Merger ~~Securities~~Agreement and ~~Exchange~~had ~~Commission~~the (right to receive the ~~“SEC”)~~Common Stock Consideration, ~~which~~less any applicable withholding taxes. In addition, at the Merger Effective Time, the holders of the Time-Vested Restricted Stock and Performance Restricted Stock had the right to receive from the Company ~~first~~an ~~mailed~~amount equal to ~~its~~all ~~stockholders~~accrued onand orunpaid ~~about~~cash ~~March 14~~dividends up to, ~~2022~~and (including, the ~~“Proxy~~Merger ~~Statement”~~Effective Time (less any applicable withholding tax)., in accordance with the terms of the applicable award agreement.

1The description of the Merger and the Merger Agreement contained in this Item 2.01 ~~Proposal~~does not purport to ~~approve~~be complete and is subject to and qualified in its entirety by reference to the Merger: Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 24, 2022, and is incorporated herein by reference.

For		Against		Abstain
89,448,668		1,250,731		2,115,459

Item 3.03

Material Modification to Rights of Security Holders.

2.At ~~Proposal~~the toMerger ~~approve~~Effective Time, oneach aholder ~~non-binding,~~of ~~advisory~~Company ~~basis,~~Common ~~the~~Stock ~~compensation~~and ~~that~~Company ~~may~~Convertible beStock ~~paid~~issued orand ~~become~~outstanding ~~payable~~at the Merger Effective Time ceased to ~~the~~have ~~Company’s~~any ~~named~~rights ~~executive~~as ~~officers~~a ~~that~~stockholder isof ~~based~~the onCompany orand ~~otherwise~~instead ~~relates~~has the right to receive the Merger: Consideration.

For		Against		Abstain
81,612,379		5,669,131		5,533,348

The information provided in the Introductory Note and set forth under Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference herein.

~~Consummation~~Item of5.01 ~~the~~Changes ~~Merger is subject to the satisfaction or waiver of certain customary closing conditions, all as set forth~~ in ~~the~~Control ~~Merger Agreement and discussed in detail in the Proxy Statement. Subject to the satisfaction or waiver~~ of ~~such conditions, the Merger is expected to be completed on or about May 19, 2022~~Registrant.

~~Cautionary~~As ~~Statement~~a ~~Regarding~~result ~~Forward~~of ~~Looking~~the ~~Statements~~completion of the Merger, a change in control of the Company occurred, and Merger Sub, as successor by merger to the Company, remains a subsidiary of Parent, an affiliate of Blackstone Real Estate Income Trust, Inc.

The ~~forward-looking~~information ~~statements~~provided ~~contained~~ in ~~this Current Report on Form 8-K, including statements regarding~~ the ~~Merger~~Introductory ~~and~~Note ~~the timing of such transaction, are subject to various risks~~ and ~~uncertainties.~~set ~~Although~~forth ~~the~~under ~~Company~~Items ~~believes the expectations reflected in any forward-looking statements contained herein are based on reasonable assumptions, there can be no assurance that our expectations will be achieved~~2.01 ~~Forward-looking statements, which are based on certain assumptions~~ and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or other similar expressions3.03 ~~Such statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results~~ of ~~the~~this ~~Company~~Current to differ materially from future results, performance or achievements projected or contemplated in the forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) risks associated with the timing of the closing of the Merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the Merger will not occur, (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement, (iii) unanticipated difficulties or expenditures relating to the transaction, the response of business partners and competitors to the announcement of the transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the transaction, (iv) the possible failure of the Company to maintain its qualification as a REIT, and (v) those additional risks and factors discussed in reports filed with the SEC by the Company from time to time, including those discussed under the heading “Risk Factors” in its most recently filed Annual Report on Form 108-K, asis ~~updated~~incorporated by ~~subsequent~~reference ~~Quarterly Reports on Form 10-Q and other reports filed with the SEC~~herein. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance upon forward-looking statements.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

The information provided in the Introductory Note and set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

On May 19, 2022, effective as of the Merger Effective Time, each of the directors of the Company’s Board of Directors tendered their resignation as a member of the board of directors and any committee or subcommittee thereof. These departures were not a result of any disagreements with the Company on any matter relating to its operations, policies or practices.

In addition, effective as of the Merger Effective Time, all of the Company’s executive officers ceased to be officers of the Company by operation of the Merger and the employment of the following executive officers ceased: (i) Alan F. Feldman, (ii) Thomas C. Elliott, (iii) Marshall P. Hayes, and (iv) Shelle Weisbaum. The employment of Mr. Feldman, Mr. Elliott and Ms. Weisbaum was terminated by the Company without “cause” (as defined in their respective employment agreements) and, as a result, Mr. Feldman, Mr. Elliott and Ms. Weisbaum became entitled to the payments and benefits contemplated by their previously disclosed employment agreements.

Further, in connection with the completion of the Merger, on May 16, 2022, the Company entered into Separation and Release Agreements with each of Mr. Feldman, Mr. Elliott and Ms. Weisbaum to effectuate the severance payments under each executive officers’ employment agreement with the Company and the payment of the retention/transaction bonus pursuant to the Company’s 2022 Employee Retention/Transaction Bonus Plan. Specifically, the Separation and Release Agreements with Messrs. Feldman and Elliott and Ms. Weisbaum provide the following cash payments after the expiration of a customary seven-day release revocation period: (i) a lump sum severance payment to each of Messrs. Feldman and Elliott and Ms. Weisbaum equal to $5,568,750, $4,031,250 and $1,275,000, respectively, and (ii) a retention/transaction bonus to each of Messrs. Feldman and Elliott and Ms. Weisbaum, equal to $2,080,000, $1,500,000, and $750,000. Mr. Hayes also entered a Separation and Release Agreement with the Company dated May 16, 2022 which provided for payment of his retention/transaction bonus in the amount of $1,500,000 after the expiration of a customary seven-day release revocation period.

Item 8.01

Other Events.

On May 19, 2022, Blackstone Real Estate Income, Inc., issued a press release announcing the results of the completion of the Merger. A copy of the press release is included as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

99.1		Press Release, dated May 19, 2022

104		Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

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.

RESOURCE REIT, INC.

Rapids Merger Sub LLC (as successor by merger to Resource REIT, Inc.)

Dated: May 16, 2022

/s/ Alan F. Feldman

Dated: May 19, 2022

/s/ Richard Reyes

~~Alan~~Richard ~~F. Feldman~~Reyes

~~Chief~~Managing ~~Executive~~Director ~~Officer~~ and Vice President

Filing Compare · Resource REIT, Inc.