Independence Realty Trust (IRT) Prices 14M Share Offering at $17.75/sh

July 28, 2021 5:11 AM EDT

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Independence Realty Trust, Inc. (NYSE: IRT) today announced the pricing of its public offering of 14,000,000 shares of common stock at a price of $17.75 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 2,100,000 additional shares. The offering is expected to close on or about July 30, 2021, subject to customary closing conditions.

Barclays, BMO Capital Markets, Citigroup, KeyBanc Capital Markets, Baird, BofA Securities, Capital One Securities, Jefferies and Truist Securities are acting as joint book-running managers for the offering. Regions Securities LLC, Ramirez & Co., Inc., Comerica Securities, Compass Point, Ladenburg Thalmann and Bancroft Capital are acting as co-managers for the offering.

IRT has entered into a forward sale agreement with Bank of Montreal (the “forward purchaser”) with respect to 14,000,000 shares of its common stock (and expects to enter into a forward sale agreement with respect to an additional 2,100,000 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 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 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 affiliates in the offering. IRT expects to use the net proceeds, if any, it receives upon the future settlement of the forward sale agreements to repay indebtedness, including, potentially, indebtedness that IRT will assume upon consummation of its previously announced pending mergers with Steadfast Apartment REIT, Inc. and its operating partnership subsidiary (collectively, “STAR”), and to use the balance of the net proceeds for general working capital, including to pay fees and expenses that IRT has incurred and will continue to incur in connection with the pending transaction with STAR.

A registration statement relating to the offered securities has been declared effective by the Securities and Exchange Commission. 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 Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (888) 603-5847 or by emailing barclaysprospectus@broadridge.com, BMO Capital Markets Corp., Attention: Equity Syndicate Department, 3 Times Square, New York, New York 10036, telephone: 1-800-414-3627 or by emailing bmoprospectus@bmo.com or contacting Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 telephone: 800-831-9146 or by emailing: Prospectus@citi.com.

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.



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