Independence Realty Trust (IRT) Announces Public Offering of 14M Shares of Common Stock

Independence Realty Trust, Inc. (NYSE: IRT) (“IRT”) today announced that it is commencing an underwritten public offering of 14,000,000 shares of common stock, par value $0.01 per share, in connection with the forward sale agreements described below. IRT expects to grant the underwriters a 30-day option to purchase up to 2,100,000 additional shares of common stock.

Barclays, BMO Capital Markets and Citigroup are acting as joint book-running managers of the offering.

IRT expects to enter into a forward sale agreement with each of Bank of Montreal and Barclays Capital Inc., or one of their respective affiliates (the “forward purchasers”) with respect to 14,000,000 shares of its common stock (and expects to enter into forward sale agreements with respect to an aggregate of 2,100,000 shares if the underwriters exercise their option to purchase additional shares in full). In connection with the forward sale agreements, the forward purchasers or their affiliates are expected to borrow and sell to the underwriters an aggregate of 14,000,000 shares of the common stock that will be delivered in this offering (or an aggregate of 16,100,000 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 July 30, 2022, an aggregate of 14,000,000 shares of its common stock (or an aggregate of 16,100,000 shares if the underwriters exercise their option to purchase additional shares in full) to the forward purchasers 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 purchasers or their affiliates in the offering. IRT expects to use substantially all of such net proceeds, if any, it receives upon the future settlement of the forward sale agreements to repay indebtedness, including, potentially, indebtedness that it will assume upon consummation of its previously announced pending mergers with Steadfast Apartment REIT, Inc. (“STAR”), and its operating partnership subsidiary, Steadfast Apartment REIT Operating Partnership, L.P., and to use the balance of the net proceeds for general working capital, including to pay fees and expenses that it has incurred and will continue to incur in connection with the pending mergers.

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