TSRE (MM)

 

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): September 15, 2015

 

 

Trade Street Residential, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland		001-32365		13-4284187
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

19950 West Country Club Drive, Suite 800, Aventura, Florida	33180
(Address of Principal Executive Offices)	(Zip Code)

 

(786) 248-5200

(Registrant's telephone number, including area code)

 

N/A

(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. below):

 

¨	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)

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On September 15, 2015, Trade Street Residential, Inc., a Maryland corporation (“TSRE”), held a special meeting of its stockholders (the “Special Meeting”).

 

There were 36,799,570 shares of common stock of TSRE eligible to vote at the Special Meeting and there were 35,048,009 shares represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting. The results of the matters voted upon at the meeting, which are more fully described in TSRE’s definitive proxy statement that was filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2015, are as follows:

 

1.

Approval of Merger. The stockholders approved the merger of TSRE with and into IRT Limited Partner, LLC (“IRT LP LLC”), a direct wholly-owned subsidiary of Independence Realty Trust, Inc. (“IRT”), with IRT LP LLC continuing as the surviving entity and a wholly-owned subsidiary of IRT (the “Company Merger”), and other transactions contemplated by an Agreement and Plan of Merger, dated as of May 11, 2015 as amended on September 11, 2015 (the “Merger Agreement”), by and among IRT, Independence Realty Operating Partnership, LP, IRT’s operating partnership (“IRT OP”), Adventure Merger Sub LLC, a direct wholly-owned subsidiary of IRT OP, IRT LP LLC, TSRE, and Trade Street Operating Partnership, LP, TSRE’s operating partnership. The votes regarding this proposal were as follows:

 

For	Against	Abstentions
30,508,577	4,411,554	127,878

 

Item 8.01 Other Events

 

On September 15, 2015, TSRE issued a press release announcing the results of the Special Meeting. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press release dated September 15, 2015.

  

 

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.

 

		Trade Street Residential, Inc.
Date: September 15, 2015		By:	/s/ Richard H. Ross
			Richard H. Ross
			Chief Executive Officer

 

 

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release dated September 15, 2015.

 

 

Exhibit 99.1

 

 

 

Trade Street RESIDENTIAL Stockholders Approve Merger Agreement with Independence Realty Trust, Inc.

 

AVENTURA, FL, September 15, 2015 – Trade Street Residential, Inc. (NASDAQ: TSRE) (“Trade Street”), a vertically integrated and self-managed real estate investment trust ("REIT") focused on acquiring, owning, operating and managing high-quality, conveniently located, apartment communities in mid-sized cities and suburban submarkets of larger cities primarily in the southeastern United States and Texas, today announced that at the special meeting of Trade Street stockholders held today, stockholders voted to approve the proposed merger with Independence Realty Trust, Inc. (“IRT”) (NYSE MKT: IRT), pursuant to the merger agreement dated May 11, 2015. Under the merger agreement, IRT has agreed to acquire all of the outstanding common stock of Trade Street for a mix of cash and stock.

 

Approximately 87.0% of the votes cast at the special meeting of stockholders voted in favor of the approval of the merger and the other transactions contemplated by the merger agreement, which represented approximately 82.9% of Trade Street’s total outstanding shares of common stock as of the July 8, 2015 record date for the special meeting.

 

Subject to the satisfaction or waiver of the remaining conditions to closing, the merger is expected to close on Thursday, September 17, 2015. Shares of Trade Street common stock are expected to be delisted after the close of trading on September 17, 2015. Under the terms of the merger agreement, each share of Trade Street common stock will be converted automatically into the right to receive a $3.80 cash payment and 0.4108 of a newly issued share of IRT common stock. Shares of IRT common stock will continue to trade under the existing ticker symbol “IRT” on the NYSE MKT.

 

About Trade Street Residential, Inc.

 

Trade Street Residential, Inc. is a vertically integrated and self-managed real estate investment trust focused on acquiring, owning, operating and managing high-quality, conveniently located, apartment communities in mid-sized cities and suburban submarkets of larger cities primarily in the southeastern United States and Texas.

 

 

 

 

  

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases, which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect Trade Street’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. Furthermore, Trade Street disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes, except as may be required by law. For a further discussion of these and other factors that could impact Trade Street’s future results, performance or transactions, see the section entitled "Risk Factors" in Trade Street’s Annual Report on Form 10-K for the year ended December 31, 2014, which Trade Street filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2015, and in other filings with the SEC.

 

  

Investor Relations:

Stephen Swett

786-248-6099
ir@trade-street.com

 

Media Contact:

Jason Chudoba, ICR for Trade Street

646-277-1249

Jason.Chudoba@icrinc.com