Item 1.01 Entry into a Material Definitive Agreement.
On July 15, 2014, Independence Realty Trust, Inc. ("IRT", "we", "us" or "our"),
Independence Realty Operating Partnership, LP ("IROP") and Independence Realty
Advisors, LLC (The "Advisor") entered into an equity underwriting agreement (the
"Underwriting Agreement") with Deutsche Bank Securities Inc., as representative
of the several underwriters named therein (the "Underwriters"), with respect to
an underwritten public offering (the "Offering") by IRT of 7,000,000 shares of
IRT's common stock, par value $0.01 per share ("Common Shares"), at a public
offering price of $9.50 per Common Share, on the terms set forth therein. As
part of the Offering, IRT granted the Underwriters an option, exercisable for 30
days, to purchase up to an additional 1,050,000 Common Shares (the "Option").
The Underwriting Agreement contains customary representations, warranties and
agreements of IRT, IROP and the Advisor, conditions to closing, indemnification
rights and obligations of the parties, and termination provisions. Under the
terms of the Underwriting Agreement, IRT and IROP agreed to indemnify the
Underwriters against certain specified types of liabilities, including
liabilities under the Securities Act of 1933, as amended, to contribute to
payments the Underwriters may be required to make in respect of these
liabilities and to reimburse the Underwriters for certain expenses.
On July 16, 2014, the Underwriters exercised the Option in full. On July 21,
2014, IRT issued and sold 8,050,000 Common Shares pursuant to the Offering,
which included the Common Shares issued pursuant to the exercise of the Option.
Total gross proceeds to IRT from the Offering, before deducting the underwriting
discount and estimated offering expenses, were approximately $76.5 million. RAIT
Financial Trust ("RAIT"), the parent company of IRT's external advisor and IRT's
largest single stockholder, purchased 300,000 Common Shares in the Offering at
the public offering price, for which no underwriting discounts and commissions
were paid to the Underwriters. The Offering was made pursuant to the prospectus
supplement dated July 15, 2014 and the accompanying base prospectus dated June
16, 2014, filed with the Securities and Exchange Commission (the "Commission")
pursuant to IRT's effective shelf registration statement on Form S-3 (File No.
333-196033) (the "Registration Statement").
Certain of the Underwriters and/or their affiliates have engaged in, and may in
the future engage in, investment banking services for IRT and for RAIT in the
ordinary course of their business, including acting as underwriters in
connection with public offerings of IRT's securities and RAIT's securities. They
have received, or may in the future receive, customary fees and commissions for
these transactions. In addition, certain of the Underwriters and/or their
affiliates may in the future engage in investment banking services for other
affiliates of IRT and RAIT in the ordinary course of their business for which
they may receive customary fees and commissions. An affiliate of The Huntington
Investment Company, one of the Underwriters, is the lender under IRT's secured
revolving credit facility.
The above summary of the Underwriting Agreement does not purport to be complete
and is qualified in its entirety by the Underwriting Agreement, a copy of which
is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated
by reference herein. A copy of the opinion of Venable LLP relating to the
legality of the issuance and sale of Common Shares in the Offering is attached
to this Current Report on Form 8-K as Exhibit 5.1. A copy of the opinion of
Ledgewood, a professional corporation, as to tax matters is attached to this
Current Report on Form 8-K as Exhibit 8.1. This Current Report on Form 8-K is
being filed for the purpose of filing Exhibit 1.1, Exhibit 5.1, Exhibit 8.1,
Exhibit 23.1 and Exhibit 23.2 as exhibits to the Registration Statement and such
exhibits are hereby incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated July 15, 2014
, by and among Independence
Realty Trust, Inc.Independence Realty Operating Partnership, LP
Realty Advisors, LLC
and Deutsche Bank Securities Inc.
, as representative of the
several underwriters named in Schedule I thereto.
5.1 Opinion of Venable LLP
as to validity of the Common Shares.
8.1 Opinion of Ledgewood, a professional corporation, as to tax matters.
23.1 Consent of Venable LLP
(included in Exhibit 5.1).
23.2 Consent of Ledgewood, a professional corporation (included in Exhibit 8.1).
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