8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CurrentReport

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2020

Strategic Student & Senior Housing Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	333-220646	81-4112948
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)

10 Terrace Road

Ladera Ranch, California 92694

(Address of principal executive offices, including zip code)

(877) 327-3485

(Registrant’s telephone number, including area code)

None

(Former name orformer 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<br>CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br><br><br>Symbol(s)	Name of Each Exchange<br><br><br>on Which Registered
None	None	None

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 7.01.	Regulation FD Disclosure.

On April 3, 2020, Strategic Student & Senior Housing Trust, Inc. (the “Company”) issued a letter to its stockholders regarding the novel coronavirus (COVID-19) pandemic and the resulting suspension of (i) the Company’s share redemption program (the “SRP”), (ii) distributions on shares of its common stock, and (iii) the primary portion of the Company’s public offering. A copy of the letter to stockholders is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Item 8.01.	Other Events.

Suspension of SRP

In order to preserve cash in light of the uncertainty relating to COVID-19 and its potential impact on the Company’s overall financial results, the Company will not be able to honor redemption requests made for the quarter ending March 31, 2020. Also, on March 30, 2020, the Company’s board of directors (the “Board”) approved the suspension of the SRP.

Under the SRP, the Board may amend, suspend, or terminate the SRP with 30 days’ notice to the Company’s stockholders. This Current Report on Form 8-K serves as such required notice and therefore the suspension of the SRP will be effective on May 3, 2020. All pending redemption requests will not be redeemed, nor will any additional requests received in future quarters be redeemed, until further notice. The SRP will remain suspended until such time as the Board may approve the resumption of the SRP.

Suspension of **** Distributions ****

In order to retain cash and preserve financial flexibility in light of the impact that COVID-19 could have on the Company’s business and the uncertainty as to the ultimate severity, duration, and effects of the outbreak, the Board approved the suspension of all distributions to the Company’s stockholders.

Suspension of Public Offering

Finally, based upon various factors, including the uncertainty relating to COVID-19 and its potential impact on the Company and its overall financial results, the Board approved the suspension of the primary portion of the Company’s public offering effective immediately.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits.
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99.1	Letter to Stockholders
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STRATEGIC STUDENT & SENIOR HOUSING<br><br><br>TRUST, INC.
Date: April 3, 2020	By:	/s/ Michael A. Crear
		Michael A. Crear
		Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

April 3, 2020

Dear Fellow Stockholder:

We would like to take this opportunity to update you on certain developments regarding our business as it relates to the novel coronavirus (COVID-19). There is no mistaking that we are living in challenging times. The disruption caused by COVID-19, not just to the business community and the economy as a whole but also to the personal lives of many, is unprecedented. While we cannot predict the ultimate extent, duration, or resulting economic impact of COVID-19, please know that we are taking the situation seriously and are implementing reasonable and prudent steps to help maintain business continuity, as well as protect our sponsor’s employees, residents, and stockholders.

Over the past several weeks, we have been monitoring the developments and updates surrounding the spread of COVID-19. Our sponsor began instructing all employees to work remotely, if possible, and as of the date of this letter, all of our sponsor’s corporate employees work remotely with no interruption of key business functions.

We recognize the risk factors to our residents at our student and senior housing properties have been elevated due to COVID-19 and are working proactively with our management service providers to implement the following protocols:

Student Housing

For the last several weeks, we have been working closely with our property manager, Asset Living, on a plan to promote hygiene best practices and to mitigate risks to our residents. This plan includes regular communication to residents to follow CDC guidelines including posting the guidelines in common areas, implementing additional cleaning and sanitizing protocols at each property, mandating that all staff to stay home if feeling ill, and cancelling all resident community events and in-person property tours. All property management related travel has been suspended through the end of April 2020. Further, Asset Living has implemented a COVID-19 task force at their Houston headquarters to monitor and share any new guidance from the World Health Organization, CDC, and state and local health authorities. Finally, the universities themselves have cancelled in person classes and have commenced online classes to further support social distancing. Accordingly, many of our students have decided to go home for the time being.

Senior Housing

Communication with our senior living operators, ISL and MBK, about COVID-19 planning and protocols have been consistent and regular. Both operators’ COVID-19 mitigation plans are well thought out and follow or, in some cases, exceed CDC, State and local public health guidelines. The plans include the following:

•	A letter to residents and families restricting visitors to the facilities until further notice to “Essential<br>Visitors” defined as employees, care providers & medical personnel.
•	All Essential Visitors will be screened and have temperatures taken and documented at the start of each shift or<br>visit.
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•	No new prospect property tours allowed until further notice.
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•	Anybody who has traveled internationally in the past 14 days will not be permitted to enter the facility.<br>
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•	While our senior living communities are not technically defined as “Healthcare Facilities” by the CDC,<br>our operators are choosing to follow these more robust guidelines to mitigate the chances of COVID-19 from entering our communities.
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We will continue to work with our property managers and operators to adapt and implement any new CDC guidelines that will further protect our residents.

There is no way to predict the extent to which COVID-19 will impact our overall financial results. In light of such, we believe it is prudent to retain cash and preserve financial flexibility. Accordingly, our board of directors approved the suspension of (i) all distributions to our stockholders and (ii) our share redemption program. All pending redemption requests will not be redeemed, nor will any additional requests received hereafter be redeemed, until further notice.

Finally, based upon various factors, including the uncertainty relating to COVID-19 and its potential impact on our company and our overall financial results, our board approved the suspension of the primary portion of our public offering effective immediately.

At Strategic Student & Senior Housing Trust, we continue to believe in the long-term fundamentals of the student and senior housing asset classes. As has always been the case, our goal is to judiciously protect stockholder equity, and we are taking steps to do so through the current economic climate.

We hope you and your family remain safe and healthy during this tumultuous time.

Sincerely,

H. Michael Schwartz

Chief Executive Officer and Chairman of the Board of Directors

This letter may contain certain forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,”“will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Because such statements include risks, uncertainties and contingencies, actualresults may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to:uncertainties relating to the effects of COVID-19; the length of the COVID-19 pandemic and severity of such outbreak nationally and across the globe; the pace ofrecovery following the COVID-19 pandemic; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the rate and the pace of economicrecovery following economic downturns; and those other risks described in other risk factors as outlined in our Registration Statement on Form S-11, as amended, our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. This is neither an offer nor a solicitation to purchase securities.