Item 2.02 Results of Operations and Financial Condition.
The information provided in Item 7.01 below is incorporated by reference into
this Item 2.02.
Item 7.01 Regulation FD Disclosure.
The slide presentation attached hereto as Exhibit 99.1, and incorporated herein
by reference, may be used by Independence Realty Trust, Inc. ("IRT") in various
presentations to investors beginning September 13, 2021.
The information in this Current Report, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Current Report shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended.
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 communication 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 Steadfast Apartment
REIT, Inc. ("STAR"), on August 17, 2021 IRT filed with the SEC a registration
statement on Form S-4 (which has not yet been declared effective) to register
the shares of IRT Common Stock to be issued in connection with the proposed
merger transaction. The registration statement includes a preliminary joint
proxy statement of IRT and STAR that also constitutes a prospectus of IRT, which
preliminary joint proxy statement/prospectus, after being filed in definitive
form by IRT, will be mailed or otherwise disseminated to IRT stockholders and
STAR stockholders when it becomes available. INVESTORS AND SECURITY HOLDERS OF
IRT AND STAR ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE
RELATED JOINT PROXY STATEMENT/PROSPECTUS AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IF AND WHEN THEY BECOME AVAILABLE IN CONNECTION WITH THE PROPOSED MERGER
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
will be 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 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.
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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, is contained in the preliminary joint proxy statement of IRT and STAR
that also constitutes a prospectus of IRT and other relevant materials to be
filed with the SEC when they become available.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Slide Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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