Independence Realty Trust, Inc. (“IRT”) (NYSE: IRT), a
multifamily apartment REIT, today announced the pricing of its
public offering of 10,000,000 shares of common stock at a price of
$19.75 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 1,500,000 additional shares. The offering
is expected to close on or about September 5, 2024, subject to
customary closing conditions.
Citigroup, KeyBanc Capital Markets and RBC Capital Markets, LLC
are acting as joint book-running managers for the offering.
IRT has entered into a forward sale agreement with Citigroup
(the “forward purchaser”) with respect to 10,000,000 shares of its
common stock (and expects to enter into a forward sale agreement
with respect to an additional 1,500,000 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 affiliate is expected to borrow and sell to the underwriters
an aggregate of 10,000,000 shares of the common stock that will be
delivered in this offering (or an aggregate of 11,500,000 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
agreements on one or more dates specified by IRT occurring no later
than September 5, 2025, an aggregate of 10,000,000 shares of its
common stock (or an aggregate of 11,500,000 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 agreements.
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 contribute any cash net
proceeds it receives upon the future settlement of the forward sale
agreements to IRT’s operating partnership, Independence Realty
Operating Partnership, LP (“IROP”), in exchange for common units in
IROP. Through IROP, IRT intends to use substantially all of such
cash net proceeds to fund potential acquisitions and other
investment opportunities or for general corporate purposes,
including the reduction of outstanding borrowings under IRT’s
unsecured credit facility.
This offering is being made pursuant to an effective shelf
registration statement (including a base prospectus) filed with the
Securities and Exchange Commission (“SEC”). 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
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717 telephone: 800-831-9146, KeyBanc Capital
Markets: Attn: Equity Syndicate, 127 Public Square, 7th Floor,
Cleveland, OH 44114, telephone: 1.800.859.1783 and RBC Capital
Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New
York, New York 10281, Attention: Equity Syndicate Desk.
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 communities,
across non-gateway U.S. markets including Atlanta, GA, Dallas, TX,
Denver, CO, Columbus, OH, Indianapolis, IN, Raleigh-Durham, NC,
Oklahoma City, OK, Nashville, TN, Houston, TX, and Tampa, FL. IRT’s
investment strategy is focused on gaining scale near major
employment centers within key amenity rich submarkets that offer
good school districts and high-quality retail. IRT aims to provide
stockholders with attractive risk-adjusted returns through diligent
portfolio management, strong operational performance, and a
consistent return on 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 include, but are not
limited to, the timing of the settlement of the equity offering and
the expected use of proceeds therefrom. All statements in this
release that address financial and operating performance, events or
developments that we expect or anticipate will occur or be achieved
in the future are forward-looking statements. The Company intends
such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and includes this
statement for purposes of complying with the safe harbor
provisions.
Our forward-looking statements are not guarantees of future
performance and involve estimates, projections, forecasts,
strategies and assumptions, including as to matters that are not
within our control, and are subject to risks and uncertainties
including, without limitation, risks and uncertainties related to
changes in market demand for rental apartment homes and pricing
pressures, including from competitors, 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, unexpected changes in our intention or
ability to repay certain debt prior to maturity, increased costs on
account of inflation, increased competition in the labor market,
failure to realize cost savings, efficiencies and other benefits
that we expect to result from our Portfolio Optimization and
Deleveraging Strategy, inability to sell certain assets, including
those assets designated as held for sale, within the time frames or
at the pricing levels expected, failure to achieve expected
benefits from the redeployment of proceeds from asset sales, delays
in completing, and cost overruns incurred in connection with, our
value add initiatives and failure to achieve rent increases and
occupancy levels on account of the value add initiatives,
unexpected impairments or impairments in excess of our estimates,
increased regulations generally and specifically on the rental
housing market, including legislation that may regulate rents and
fees or delay or limit our ability to evict non-paying residents,
risks endemic to real estate and the real estate industry
generally, the impact of potential outbreaks of infectious diseases
and measures intended to prevent the spread or address the effects
thereof, the effects of natural and other disasters, unknown or
unexpected liabilities, including the cost of legal proceedings,
costs and disruptions as the result of a cybersecurity incident or
other technology disruption, unexpected capital needs, inability to
obtain appropriate insurance coverages at reasonable rates, or at
all, or losses from catastrophes in excess of our insurance
coverages, 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, 2023, 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. These
forward-looking statements are based upon the beliefs and
expectations of our management at the time of this release 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. 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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version on businesswire.com: https://www.businesswire.com/news/home/20240903104603/en/
Independence Realty Trust, Inc. Edelman Smithfield Lauren
Torres 917-365-7979 IRT@edelman.com
Grafico Azioni Independence Realty (NYSE:IRT)
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Grafico Azioni Independence Realty (NYSE:IRT)
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