Independence Realty Trust, Inc. (NYSE: IRT) (“IRT”) today
announced the closing of its previously announced underwritten
public offering of 16,100,000 shares of common stock at a public
offering price of $17.75 per share, including 2,100,000 shares sold
pursuant to the exercise in full of the underwriters’ option to
purchase additional shares of common stock. In connection with the
offering, IRT entered into forward sale agreements with Bank of
Montreal.
Barclays, BMO Capital Markets, Citigroup, KeyBanc Capital
Markets, Baird, BofA Securities, Capital One Securities, Jefferies
and Truist Securities acted as joint book-running managers for the
offering. Regions Securities LLC, Ramirez & Co., Inc., Comerica
Securities, Compass Point, Ladenburg Thalmann and Bancroft Capital
acted as co-managers for the offering.
IRT will not initially receive any proceeds from the sale of
shares of its common stock by the forward purchaser or its
affiliate in the offering. IRT expects to use the net proceeds, if
any, it receives upon the future settlement of the forward sale
agreements to repay indebtedness, including, potentially,
indebtedness that IRT will assume upon consummation of its
previously announced pending mergers with Steadfast Apartment REIT,
Inc. and its operating partnership subsidiary (collectively,
“STAR”), and to use the balance of the net proceeds for general
working capital, including to pay fees and expenses that IRT has
incurred and will continue to incur in connection with the pending
transaction with STAR.
A registration statement relating to the offered securities has
been declared effective by the Securities and Exchange Commission.
The offering will be made only by means of a prospectus supplement
and an accompanying prospectus. Copies of the prospectus and the
prospectus supplement relating to the offering, may be obtained by
visiting EDGAR on the SEC’s website at www.sec.gov or contacting Barclays Capital Inc.,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, telephone: (888) 603-5847 or by emailing
barclaysprospectus@broadridge.com, BMO Capital Markets Corp.,
Attention: Equity Syndicate Department, 3 Times Square, New York,
New York 10036, telephone: 1-800-414-3627 or by emailing
bmoprospectus@bmo.com or contacting Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717
telephone: 800-831-9146 or by emailing: Prospectus@citi.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful before registration
or qualification thereof under the securities laws of any such
state or jurisdiction.
About Independence Realty Trust, Inc.
Independence Realty Trust, Inc. (NYSE: IRT) is a real estate
investment trust that owns and operates multifamily apartment
properties across non-gateway U.S. markets, including Atlanta,
Dallas, Louisville, Memphis, Raleigh and Tampa. IRT’s investment
strategy is focused on gaining scale within key amenity rich
submarkets that offer good school districts, high-quality retail
and major employment centers. IRT aims to provide stockholders
attractive risk-adjusted returns through diligent portfolio
management, strong operational performance, and a consistent return
of capital through distributions and capital appreciation.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities 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,”
“seek,” “outlook,” “assumption,” “projected,” “strategy”,
“guidance” or other, similar words. Because such forward-looking
statements involve significant risks, uncertainties and
contingencies, many of which are not within IRT’s control, actual
results may differ materially from the expectations, intentions,
beliefs, plans or predictions of the future expressed or implied by
such statements. These forward-looking statements are based upon
the current judgments and expectations of IRT’s management. These
risks include, but are not limited to the risk that we may not
complete any potential acquisitions, other investment opportunities
or other transactions in a timely fashion or at all and those risks
and uncertainties associated with IRT’s business that are discussed
in IRT’s filings with the Securities and Exchange Commission,
including those under the heading “Risk Factors” in IRT’s Annual
Report on Form 10-K for its fiscal year ended December 31, 2020 and
IRT’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2021. Dividends are subject to the discretion of IRT’s Board of
Directors, and will depend on IRT’s financial condition, results of
operations, capital requirements, compliance with applicable laws
and agreements and any other factors deemed relevant by IRT’s
Board. IRT undertakes no obligation to update these forward-looking
statements to reflect events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events, except as may
be required by law.
Additional Information and Where to Find It
In connection with its announced merger transaction with STAR,
IRT will file with the SEC a registration statement on Form S-4 to
register the shares of IRT Common Stock to be issued in connection
with the proposed merger transaction. The registration statement
will include a joint proxy statement/prospectus which will be sent
to the stockholders of IRT and the stockholders of STAR. INVESTORS
AND SECURITY HOLDERS OF IRT AND STAR ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be able
to obtain free copies of these documents (if and when available)
and other documents filed with the SEC by IRT and/or STAR through
the website maintained by the SEC at http://www.sec.gov. Copies of
the documents filed with the SEC by IRT will be available free of
charge on IRT’s internet website at http://www.irtliving.com or by
contacting IRT’s Investor Relations Department by email at
IRT@edelman.com or by phone at +1-917-365-7979. Copies of the
documents filed with the SEC by STAR will be available free of
charge on STAR’s internet website at http://www.steadfastliving.com
or by contacting STAR’s Investor Relations Department by phone at
+1-888-223-9951.
Participants in Solicitation
IRT, STAR, their respective directors and certain of their
respective executive officers may be considered participants in the
solicitation of proxies in connection with the announced merger
transaction. Information about the directors and executive officers
of IRT is set forth in its Annual Report on Form 10-K for the year
ended December 31, 2020, which was filed with the SEC on February
18, 2021, and its proxy statement for its 2021 annual meeting of
stockholders, which was filed with the SEC on March 29, 2021.
Information about the directors and executive officers of STAR is
set forth in its Annual Report on Form 10-K for the year ended
December 31, 2020, which was filed with the SEC on March 12, 2021,
and in its proxy statement for its 2021 annual meeting of
stockholders, which was filed with the SEC on June 14, 2021. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the
proxy solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC when they become available.
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version on businesswire.com: https://www.businesswire.com/news/home/20210730005529/en/
Independence Realty Trust, Inc. Edelman Financial
Communications & Capital Markets Ted McHugh and Lauren Torres
917-365-7979 IRT@edelman.com
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