Independence Realty Trust, Inc. (NYSE: IRT) (“IRT”) today
announced that its Board of Directors has declared a prorated
dividend on IRT common stock, contingent upon the completion of
IRT’s pending merger with Steadfast Apartment REIT, Inc. (“STAR”)
on or before December 31, 2021. The contingent prorated dividend
will be payable in cash to IRT stockholders of record as of the
close of business on December 15, 2021 (the “record date”), which
is the day immediately prior to the anticipated closing date of the
merger. If the merger is completed before or after December 16,
2021 (but no later than December 31, 2021), the record date will
automatically be changed to be the close of business on the last
business day immediately prior to the actual closing date of the
merger.
The amount of the contingent prorated dividend, on a per share
basis, will be based upon IRT’s current quarterly dividend rate of
$0.12 per share and will be equal to $0.00130435 multiplied by the
number of days from and including October 1, 2021 through the day
immediately prior to the closing date of the merger. The payment
date will be the 30th day after the record date (or the next
business day if such 30th day is not a business day).
If the merger has been completed on or before December 31, 2021,
then an additional pro rata dividend at the same daily rate
multiplied by the number of days from and including closing date of
the merger to and including December 31, 2021 will be payable in
cash on January 21, 2022 to IRT stockholders of record as of the
close of business on December 30, 2021.
If the merger has not been completed on or before December 31,
2021, then a regular quarterly dividend for the fourth quarter in
the amount of $0.12 per share of IRT common stock will be payable
in cash on January 21, 2022 to IRT stockholders of record as of the
close of business on December 30, 2021.
Completion of the merger is contingent upon approval by IRT and
STAR stockholders and the satisfaction of other customary closing
conditions. Both companies are scheduled to hold special meetings
of stockholders on December 13, 2021, and the merger is expected to
close on or before December 16, 2021, subject to the satisfaction
or waiver of all closing conditions. There can be no assurance that
the merger will be completed when expected or at all.
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
on 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 (the “Securities Act”), 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 “will,” “strategy,” “expects,” “seeks,”
“believes,” “potential,” or other similar words. These
forward-looking statements include, without limitation, our
expectations as to the timing and amount of future dividends and
anticipated benefits of our announced merger transaction with STAR.
Such forward-looking statements involve risks, uncertainties,
estimates and assumptions and our actual results may differ
materially from the expectations, intentions, beliefs, plans or
predictions of the future expressed or implied by such
forward-looking statements. These forward-looking statements are
based upon the current beliefs and expectations of our management
and are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and not within our control. In addition, these
forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to
change. Risks and uncertainties that might cause our future actual
results and/or future dividends to differ materially from those
expressed or implied by forward-looking statements include, but are
not limited to: risks related to the impact of COVID-19 and other
potential future outbreaks of infectious diseases on our financial
condition, results of operations, cash flows and performance and
those of our residents as well as on the economy and real estate
and financial markets; changes in market demand for rental
apartment homes and pricing pressures, including from competitors,
that could limit our ability to lease units or increase rents or
that could lead to declines in occupancy and rent levels;
uncertainty and volatility in capital and credit markets, including
changes that reduce availability, and increase costs, of capital;
inability of tenants to meet their rent and other lease obligations
and charge-offs in excess of our allowance for bad debt;
legislative restrictions that may delay or limit collections of
past due rents; risks endemic to real estate and the real estate
industry generally; impairment charges; the effects of natural and
other disasters; delays in completing, and cost overruns incurred
in connection with, our value add initiatives and failure to
achieve projected rent increases and occupancy levels on account of
the initiatives; the structure, timing and completion of our
announced merger transaction with STAR and any effects of the
announcement, pendency or completion of the merger, including
failure to realize the cost savings, synergies and other benefits
expected to result from the merger; the ability to successfully
integrate the IRT and STAR businesses; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement, including failure to receive
required stockholder approvals; the risk that the parties may not
be able to satisfy the conditions to the merger in a timely manner
or at all; risks related to disruption of management time from
ongoing business operations due to the announced merger
transaction; the risk that the merger and its announcement could
have an adverse effect on our ability to retain and hire key
personnel and maintain relationships with our customers and
suppliers, and on our operating results and businesses generally;
unexpected costs of REIT qualification compliance; unexpected
changes in our intention or ability to repay certain debt prior to
maturity; inability to sell certain assets within the time frames
or at the pricing levels expected; costs and disruptions as the
result of a cybersecurity incident or other technology disruption;
and share price fluctuations. Please refer to the documents filed
by us with the SEC, including specifically the “Risk Factors”
sections of our Annual Report on Form 10-K for the year ended
December 31, 2020, our subsequently filed quarterly reports on Form
10-Q and our other filings with the SEC, which identify additional
factors that could cause actual results to differ from those
contained in forward-looking statements. We undertake 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. In
addition, the declaration of dividends on our common stock is
subject to the discretion of our Board of Directors and depends
upon a broad range of factors, including our results of operations,
financial condition, capital requirements, the annual distribution
requirements under the REIT provisions of the Internal Revenue Code
of 1986, as amended, applicable legal requirements and such other
factors as our Board of Directors may from time to time deem
relevant. For these reasons, as well as others, there can be no
assurance that dividends in the future will be equal or similar to
the amount of the dividend described in this press release.
Additional Information about the Proposed Merger and Where to
Find It
In connection with its announced merger transaction with STAR,
IRT filed 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
was declared effective by the SEC on September 29, 2021, and
includes a joint proxy statement/prospectus which was 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 BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
security holders are able to obtain free copies of these documents
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 are 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 are 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.
Certain Information Regarding Participants
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, is contained in the
joint proxy statement/prospectus and other relevant materials filed
with the SEC.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20211202005980/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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