INDEPENDENCE REALTY TRUST, INC. Item 1.01.Entry into a Material Definitive Agreement.
On
In addition, the Amendment amends the Partnership Agreement to revise the definition of "Affiliate" and to provide that IRT shall have satisfied its obligations under Section 9.3(a) and Section 9.3(b) of the Partnership Agreement by posting or making available the reports required by Section 9.3 of the Partnership Agreement on the website maintained from time to time by IRT OP or IRT, provided that such reports are able to be printed or downloaded from such website.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
Item 2.01.Completion of Acquisition or Disposition of Assets.
At the effective time of the Company Merger (the "Company Merger Effective
Time"), each share of common stock, par value
At the effective time of the Partnership Merger (the "Partnership Merger Effective Time"), (1) each unit of limited partnership interest of STAR OP designated as a "Class A Common Unit" (each a "Class A STAR OP Unit") issued and outstanding immediately prior to the Partnership Merger Effective Time and owned by STAR or a subsidiary of STAR was automatically converted into the right to receive 0.905 common units of limited partnership interest of IRT OP (each, an "IROP Common Unit") and will be owned by IRT through IRT Merger Sub and (2) each unit of limited partnership interest of STAR OP designated as a "Class A-2 Common Unit" or "Class B Common Unit" issued and outstanding immediately prior to the Partnership Merger Effective Time was automatically converted into the right to receive 0.905 IROP Common Units.
The foregoing description of the Mergers and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report
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on Form 8-K filed by IRT with the
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As a result of the Mergers, on
The assumed indebtedness contains customary covenants, restrictions and events of default for real property loans, including restrictions on the ability to sell the mortgaged property.
Item 3.02. Unregistered Sales of
As indicated under Item 2.01 "Completion of Acquisition or Disposition of Assets," IRT OP issued 6,429,481.095 IROP Common Units in the Partnership Merger (other than IROP Common Units issued to IRT or IRT Merger Sub) that were not registered under the Securities Act of 1933, as amended (the "Securities Act").
IROP Common Units are subject to exchange agreements that permit the holders of the IROP Common Units to tender the units to IRT for cash in an amount equal to the market price (based on a trailing average computation) of an equivalent number of shares of IRT Common Stock at the time we receive notice of the exchange. IRT has the option, in lieu of paying cash, to settle the exchange for a number of shares of IRT Common Stock equal to the number of IROP Common Units tendered for exchange. The IROP Common Units were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Certain Directors
As of the Company Merger Effective Time, and in accordance with the Merger
Agreement,
Appointment of Directors
As of the Company Merger Effective Time, and in accordance with the Merger
Agreement, the Board consists of the following ten directors: (i)
Appointment and Continuation of Certain Officers
As of the Company Merger Effective Time, and in accordance with the Merger
Agreement,
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The joint proxy statement/prospectus of IRT and STAR that forms part of IRT's
registration statement on Form S-4 (File No. 333-258871), as amended, contains
biographical information about the newly appointed directors and officers in
Annex E thereto. Such information is incorporated herein by reference. Other
than the Merger Agreement, there are no arrangements or understandings between
any of Messrs. Bowie, Brines or Purcell or Mses.
Indemnification Agreements
As of the Company Merger Effective Time, each of Messrs. Bowie, Brines and
Purcell and Mses.
Item 7.01Regulation FD Disclosure.
On the Closing Date, IRT issued a press release announcing the completion of the Mergers. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference. The press release shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in the filing.
Item 8.01Other Events.
On
Item 9.01Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of STAR as of
The unaudited financial statements of STAR as of
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of IRT as of and
for the nine-month period ended
(d) Exhibits.
2.1 Agreement and Plan of Merger, dated as ofJuly 26, 2021 , by and amongIndependence Realty Trust, Inc. ,Independence Realty Operating Partnership, LP ,IRSTAR Sub, LLC , Steadfast Apartment REIT, Inc. andSteadfast Apartment REIT Operating Partnership, L.P. (incorporated by reference to Exhibit 2.1 to IRT's Current Report on Form 8-K filed onJuly 26, 2021 (Film No.: 211114141)). 10.1* Amendment No. 1 to Fifth Amended and Restated Agreement of Limited Partnership ofIndependence Realty Operating Partnership, LP . 99.1* Press Release, dated as ofDecember 16, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith.
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