No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Additional Information
In connection with the proposed transaction, Resource Real Estate Opportunity REIT II, Inc. (“REIT II”) will file two Registration Statements on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”). One registration statement will contain a proxy statement of Resource Real Estate Opportunity REIT, Inc. (“REIT I”) and also constitute a prospectus for REIT II. The other registration statement will contain a proxy statement of Resource Apartment REIT III, Inc. (“REIT III”) and also constitute a prospectus of REIT II. The applicable proxy statement/prospectus will be mailed to REIT I’s and REIT III’s respective stockholders. WE URGE INVESTORS TO READ THE APPLICABLE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED BY REIT I, REIT II AND REIT III, AS APPLICABLE, IN CONNECTION WITH THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REIT I, REIT II AND REIT III AND THE PROPOSED MERGERS. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. Investors will be able to obtain these materials and other documents filed with the SEC free of charge at the SEC’s website (www.sec.gov). In addition, these materials will also be available free of charge by accessing REIT I’s website (www.resourcereit.com), by accessing REIT II’s website (www.resourcereit2.com), or by accessing REIT III’s website (www.resourcereit3.com).
Participants in the Solicitation
REIT I, REIT II, REIT III and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about REIT I’s directors and executive officers is available in REIT I’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2020. Information about REIT II’s directors and executive officers is available in REIT II’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2020. Information about REIT III’s directors and executive officers is available in REIT III’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2020. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the applicable proxy statement/prospectus for REIT I, REIT II and REIT III and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the applicable proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of the applicable documents from REIT I, REIT II and REIT III as indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. REIT I, REIT II and REIT III can give no assurances that their expectations will be attained. Factors that could cause actual results to differ materially from REIT I’s, REIT II’s and REIT III’s expectations include, but are not limited to, the risk that the proposed mergers will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreements; the inability to obtain the stockholder approvals with respect to REIT I and REIT III or the failure to satisfy the other conditions to completion of the proposed mergers; risks related to disruption of management’s attention from the ongoing business operations due to the proposed mergers; availability of suitable investment opportunities; changes in interest rates; the availability and terms of financing; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of REIT I, REIT II and REIT III; and other factors, including those set forth in the Risk Factors section of REIT I’s, REIT II’s and REIT III’s most recent Annual Reports on Form 10-K filed with the SEC, and other reports filed by REIT I, REIT II and REIT III with the SEC, copies of which are available on the SEC’s website, www.sec.gov. REIT I, REIT II and REIT III undertake no obligations to update these statements for revisions or changes after the date of this communication, except as required by law.