Steadfast Apartment REIT Completes Merger into Independence Realty Trust
December 17, 2021 | James Sprow | Blue Vault
On July 26, 2021, Steadfast Apartment REIT (“the Company” or “STAR”), a nontraded REIT, and Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership and subsidiary of the Company, entered into an Agreement and Plan of Merger with Independence Realty Trust, Inc., a Maryland corporation (“IRT”), Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT (“IRT OP”), and IRSTAR Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of IRT (“IRT Merger Sub”).
As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2021, the Company’s stockholders approved the Company Merger contemplated by the Merger Agreement at the Company’s Special Meeting of Stockholders held on December 13, 2021.
On December 16, 2021, the Company merged with and into IRT Merger Sub, with IRT Merger Sub surviving as a wholly-owned subsidiary of IRT. At such time, in accordance with the applicable provisions of the Maryland General Corporation Law and the Maryland Limited Liability Company Act, the separate existence of the Company ceased.
At the effective time of the Company Merger, each share of common stock, of the Company issued and outstanding immediately prior to the Company Merger (other than certain shares set forth in the Merger Agreement) was automatically converted into the right to receive 0.905 newly issued, fully paid and nonassessable shares of common stock of IRT, with cash paid in lieu of fractional shares.
Combined Company and Merger Terms
The combined company after the Mergers retains the name “Independence Realty Trust, Inc.” IRT closed at $24.15 per share on December 16, 2021. The value of the merger in terms of IRT shares to the common shareholders of Steadfast Apartment REIT would be $21.86 per share. Pursuant to the merger, shareholders in STAR received, in aggregate, in exchange for their shares of common stock, approximately 99.7 million shares of IRT common stock, and limited partners in the Operating Partnership, received, in aggregate, in exchange for their partnership units, approximately 6.4 million IRT OP common units.
On March 9, 2021, the STAR board of directors determined an estimated value per share of the REIT’s common stock of $15.55 as of December 31, 2020. Steadfast Apartment REIT merged with Steadfast Income REIT, Inc. and with Steadfast Apartment REIT III on March 6, 2020. Through the mergers, the REIT acquired 36 multifamily properties with 10,166 apartment homes and a 10% interest in one unconsolidated joint venture that owned 20 multifamily properties with a total of 4,584 apartment homes, all of which had a gross real estate value of approximately $1.5 billion. The combined company after the mergers retained the name “Steadfast Apartment REIT, Inc.” On August 31, 2020, the REIT internalized its management in exchange for $125 million paid to the former advisor.
Source: SEC
