Steadfast Apartment REIT

Prospectus and Risk Factors

Steadfast Apartment REIT Prospectus

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An investment in Steadfast Apartment REIT involves a high degree of risk. You should purchase shares only if you can afford a loss of some or all of your investment.

Past performance is no indication of future results, and there can be no assurance that Steadfast Apartment REIT, Inc. (“Steadfast Apartment REIT”) will be able to execute the business plan for the properties or the offering.

You should carefully consider the information set forth in the “Risk Factors” section of the prospectus for a discussion of material risk factors relevant to an investment in our common stock, including, but not limited to, the following:

  • Because there is no public trading market for our shares and we are not required to effectuate a liquidity event by a certain date, or at all, it may be difficult for you to sell your shares. If you are able to sell your shares, you will likely sell them at a substantial discount.
  • There are limitations on your ability to have all or any of your shares repurchased under our share repurchase plan. If you are able to have your shares repurchased, you may receive less than the price paid for the shares and the then-current value of the shares. Due to the fact that the per-share amount paid to repurchase shares will typically exceed the net proceeds we received in connection with the sale of such shares, the repurchase of shares pursuant to our share repurchase plan will have a dilutive effect on our existing stockholders.
  • The amount of distributions we may make is uncertain. Our distributions may be paid from sources such as fees and expense reimbursements by our advisor, in its sole discretion. We have not established a limit on the amount of proceeds that we may use to fund distributions. Payment of distributions from sources other than our cash flow from operations could reduce your overall return. All distributions paid to date have been paid with offering proceeds.
  • The offering price of our shares of common stock was not established based upon any appraisals of assets we own or may own and may not accurately reflect the value of our assets when you invest.
  • This is a “blind pool” offering. Other than investments identified in the prospectus, you will not be able to evaluate our investments prior to purchasing shares of our common stock.
  • Our executive officers and some of our directors are also officers, managers, directors and/or holders of affiliated entities and, as a result, will face significant conflicts of interest.
  • This is a “best efforts” offering. If we are unable to raise substantial funds we will be limited in the number and type of investments we may make, and the value of your investment may vary more widely with the performance of specific investments.
  • A portion of the proceeds will be used to pay commissions, fees and expenses, a portion of which will be paid to our advisor and its affiliates. These fees were not negotiated at arm’s length and therefore may be higher than fees payable to unaffiliated parties.
  • We intend to incur mortgage indebtedness, which increases our business risks and could hinder our ability to make distributions. Principal and interest payments on these loans reduce the amount of money that would otherwise be available for other purposes. Our use of leverage increases the risk of your investment. If we are unable to pay our debts, investments we have made would be at risk of forfeiture.
  • We commenced operations on May 22, 2014 and have a limited operating history; there is no assurance that we will successfully acheive our investment objectives.
  • We depend upon our advisor to select our investments and to conduct our operations. Adverse changes in the financial health of our advisor could cause our operations to suffer.
  • If we fail to qualify as a REIT, it would adversely affect our operations and our ability to make distributions to our stockholders because we will be subject to U.S. federal income tax at regular corporate rates, with no ability to deduct distributions made to our stockholders.

The underlying assumptions and any forward-looking statements herein may not be accurate, the projections herein shown may not occur, and your performance may vary significantly. To the extent the information on this website conflicts with the information in the prospectus, the information in the prospectus shall govern.