Independence Realty Trust, Inc. Announces Pricing of Public Offering of 9,000,000 Shares of Common Stock
February 20 2020 - 9:24AM
Business Wire
Independence Realty Trust, Inc. (NYSE: IRT) (“IRT”) today
announced the pricing of its public offering of 9,000,000 shares of
common stock at a price of $15.30 per share in connection with the
forward sale agreement described below. The Company also granted
the underwriters a 30-day option to purchase up to 1,350,000
additional shares. The offering is expected to close on or about
February 24, 2020, subject to customary closing conditions.
KeyBanc Capital Markets and BMO Capital Markets are acting as
joint book-running managers and representatives of the underwriters
for the offering. Stifel, Nicolaus & Company, Incorporated,
BofA Securities, Inc., Robert W. Baird & Co. Incorporated and
CapitalOne Securities, Inc. are also acting as joint book-running
managers for the offering. PNC Capital Markets LLC, Regions Bank,
SunTrust Robinson Humphrey, Inc., Comerica Securities, Inc.,
Associated Bank, N.A., William Blair & Company, LLC, Compass
Bank and Ladenburg Thalmann & Co. Inc. are acting as
co-managers for the offering.
IRT has entered into a forward sale agreement with Bank of
Montreal (the “forward purchaser”) with respect to 9,000,000 shares
of its common stock (and expects to enter into a forward sale
agreement with respect to an additional 1,350,000 shares if the
underwriters exercise their option to purchase additional shares in
full). In connection with the forward sale agreement, the forward
purchaser or its affiliates are expected to borrow and sell to the
underwriters an aggregate of 9,000,000 shares of the common stock
that will be delivered in this offering (or an aggregate of
10,350,000 shares if the underwriters exercise their option to
purchase additional shares in full). Subject to its right to elect
cash or net share settlement, which right is subject to certain
conditions, IRT intends to deliver, upon physical settlement of
such forward sale agreement on one or more dates specified by IRT
occurring no later than February 24, 2021, an aggregate of
9,000,000 shares of its common stock (or an aggregate of 10,350,000
shares if the underwriters exercise their option to purchase
additional shares in full) to the forward purchaser in exchange for
cash proceeds per share equal to the applicable forward sale price,
which will be the public offering price, less underwriting
discounts and commissions, and will be subject to certain
adjustments as provided in the forward sale agreement.
IRT will not initially receive any proceeds from the sale of
shares of its common stock by the forward purchaser or its
affiliates in the offering. IRT expects to use the net proceeds, if
any, it receives upon the future settlement of the forward sale
agreement to fund potential acquisitions and other investment
opportunities and may use proceeds for other corporate purposes,
including the reduction of outstanding borrowings under its
unsecured credit facility.
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, when available, may
be obtained by visiting EDGAR on the SEC’s website at www.sec.gov
or contacting KeyBanc Capital Markets Inc., Attention: Equity
Syndicate, 127 Public Square, 4th Floor, Cleveland, Ohio 44114, or
by telephone at (800) 859-1783, or 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.
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,
Louisville, Memphis, and Raleigh. 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. More information may be
found on IRT’s website at www.irtliving.com.
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, the risk we
may not complete this offering 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 most recently filed Annual Report on Form 10-K. 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.
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Independence Realty Trust, Inc. Edelman Financial
Communications & Capital Markets Ted McHugh and Lauren Tarola
212-277-4322 IRT@edelman.com
Independence Realty (NYSE:IRT)
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