Independence Realty Trust (IRT) Prices 9M Share Common Offering at $15.30/Sh

Independence Realty Trust, Inc. (NYSE: IRT) today announced the pricing of its public offering of 9,000,000 shares of common stock at a price of $15.30 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 1,350,000 additional shares. The offering is expected to close on or about February 24, 2020, subject to customary closing conditions.

KeyBanc Capital Markets and BMO Capital Markets are acting as joint book-running managers and representatives of the underwriters for the offering. Stifel, Nicolaus & Company, Incorporated, BofA Securities, Inc., Robert W. Baird & Co. Incorporated and CapitalOne Securities, Inc. are also acting as joint book-running managers for the offering. PNC Capital Markets LLC, Regions Bank, SunTrust Robinson Humphrey, Inc., Comerica Securities, Inc., Associated Bank, N.A., William Blair & Company, LLC, Compass Bank and Ladenburg Thalmann & Co. Inc. 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 9,000,000 shares of its common stock (and expects to enter into a forward sale agreement with respect to an additional 1,350,000 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 9,000,000 shares of the common stock that will be delivered in this offering (or an aggregate of 10,350,000 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 agreement on one or more dates specified by IRT occurring no later than February 24, 2021, an aggregate of 9,000,000 shares of its common stock (or an aggregate of 10,350,000 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 agreement.

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 agreement to fund potential acquisitions and other investment opportunities and may use proceeds for other corporate purposes, including the reduction of outstanding borrowings under its unsecured credit facility.

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