M&A - Cottonwood Communities, Inc.

Form Type: 8-K

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000119312525148962

Filing Summary: On June 25, 2025, Cottonwood Communities, Inc. (CCI) entered into a Merger Agreement with RealSource Properties, Inc. (RS) and their operating partnerships to create a stock-for-stock and unit-for-unit merger. The transaction will integrate RS's 11-property, 3,565-unit multifamily asset portfolio, increasing CCI's total to 48 communities with 11,037 units across 13 states. The agreement sets forth terms for the exchange of RS common stock for CCI Class I common stock and defines specific merger conditions, representations, and warranties for both parties. The merger is expected to qualify as a tax-free reorganization under IRS regulations. It includes provisions that allow adjustments to share exchange ratios based on certain losses incurred, with termination rights and fees outlined, including a $7,950,000 termination fee under specific circumstances. Additionally, the internalization of RS's advisory functions and management services is affirmed, further aligning interests as both companies prepare for the transaction, subject to various regulatory approvals and closing conditions.

Form Type: POS EX

Filing Date: 2025-06-26

Corporate Action: Merger

Type: Update

Accession Number: 000119312525149086

Filing Summary: This document is a post-effective amendment (No. 56) to Form S-11 filed by Cottonwood Communities, Inc. on June 26, 2025, registering additional securities pursuant to Rule 462(d) of the Securities Act. The amendment is effective upon filing and is intended to add certain exhibits not previously filed related to the registration statement. A significant exhibit is the Agreement and Plan of Merger dated June 25, 2025, involving Cottonwood Communities, Inc., Cottonwood Residential O.P., LP, Cottonwood Communities GP Subsidiary, LLC, RealSource Properties, Inc., and RealSource Properties OP, LP, which is incorporated by reference to a Current Report on Form 8-K also filed on June 26, 2025. The document also indicates the company's filing status and provides contact information for various company representatives and legal counsel.