STET APT Item 8.01 Other Events. Distribution Declaration OnNovember 9, 2021 , the Board of Directors (the "Board") ofSteadfast Apartment REIT, Inc. (the "Company" or "STAR") approved and authorized a daily distribution to stockholders of record as of the close of business on each day for the period commencing onDecember 1, 2021 and ending onDecember 6, 2021 (each, a "Record Date" and collectively, the "Record Dates"). The daily distribution amount for each Record Date will be equal to$0.00359590 per share of the Company's common stock (the "December Distribution Rate"). The Company expects to pay the distributions for each Record Date on or aboutDecember 8, 2021 . The distributions will be payable to stockholders from legally available funds therefor. The December Distribution Rate is higher than the daily distribution rate declared by the Company for record dates inFebruary 2021 throughNovember 2021 , or$0.001438 per share ("Historical Rate"). The Board approved such increase with respect to the Record Dates in order for the Company to pay stockholders the same amount of aggregate distributions they would have received had the Board authorized distributions throughDecember 15, 2021 (the last business day prior to the anticipated closing date of the Company's pending merger with Independence Realty Trust, Inc. ("IRT")) at the Historical Rate.
Forward-Looking Statements
The information in this Current Report contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. These forward-looking statements, which are based on current
expectations, estimates and projections about the industry and markets in which
STAR and IRT operate and beliefs of and assumptions made by STAR and IRT
management, involve uncertainties that could significantly affect the financial
results of STAR or the combined company. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," variations of such words
and similar expressions are intended to identify such forward-looking
statements, which generally are not historical in nature. Such forward-looking
statements include, but are not limited to certain actions to be taken by STAR
and IRT in connection with the closing of the merger and anticipated benefits of
the merger. All statements that address financial and operating performance,
events or developments that STAR expects or anticipates will occur or be
achieved in the future are forward-looking statements. These statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although STAR and IRT believe the
expectations reflected in any forward-looking statements are based on reasonable
assumptions, neither STAR nor IRT can give any assurances that such expectations
will be attained. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result
of these risks and uncertainties, which include, without limitation, risks and
uncertainties associated with: STAR's and IRT's ability to complete the merger
on the proposed terms or on the anticipated timeline, or at all, including risks
and uncertainties related to securing the necessary stockholder approvals and
lender consents and satisfaction of other closing conditions to consummate the
merger; the occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; risks related to diverting
the attention of STAR and IRT management from ongoing business operations;
failure to realize the expected benefits of the merger; significant transaction
costs and/or unknown or inestimable liabilities; the risk of stockholder
litigation in connection with the proposed merger, including resulting expense
or delay; the risk that STAR's business will not be integrated successfully or
that such integration may be more difficult, time-consuming or costly than
expected; risks related to future opportunities and plans for the combined
company, including the uncertainty of expected future financial performance and
results of the combined company following completion of the merger; effects
relating to the announcement of the merger or any further announcements or the
consummation of the merger on the market price of IRT common stock; the
possibility that, if IRT does not achieve the perceived benefits of the merger
as rapidly or to the extent anticipated by financial analysts or investors, the
market price of IRT common stock could decline; the value of STAR could decline;
general adverse economic and local real estate conditions; the inability of
residents to continue paying their rent obligations due to bankruptcy,
insolvency or a general downturn in their business; local real estate
conditions; adverse changes in financial markets that result in increases in
interest rates and reduced availability and increased costs of capital;
increases in operating costs and real estate taxes; changes in the dividend
policy for IRT common stock or IRT's ability to pay dividends; changes in the
distribution policy for STAR or STAR's ability to pay distributions; impairment
charges; unanticipated changes in IRT's intention or ability to prepay certain
debt prior to maturity; pandemics or other health crises, such as coronavirus
disease 2019 (COVID-19) and its variants; and other risks and uncertainties
affecting STAR and IRT, including those described from time to time under the
caption "Risk Factors" and elsewhere in STAR's and IRT's
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and uncertainties of which STAR and IRT are not currently aware may also affect each of the companies' forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by STAR and IRT on their respective websites or otherwise. Neither STAR nor IRT undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
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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