Independence Realty Trust, Inc. (NYSE:IRT) entered into a definitive merger agreement to acquire Steadfast Apartment REIT, Inc. (OTCPK:STFR) for approximately $2 billion on July 26, 2021. Under the terms of the merger agreement, each STAR common share will be converted into 0.905 shares of newly issued IRT common stock, including cash in lieu of fractional shares. The Exchange Ratio is fixed, and no change will be made to the Exchange Ratio if the market price of IRT Common Stock changes before consummation of the merger. Upon consummation of the merger, it is expected that IRT will assume or repay a portion of the Steadfast Apartment's indebtedness in the aggregate amount of approximately $2.13 billion as of June 30, 2021. On a pro forma basis, following the merger, IRT stockholders are expected to own approximately 50% of the combined company's equity, and STAR stockholders are expected to own approximately 50%. As part of the agreement, STAR will merge with and into IRT, with IRT surviving as the continuing public company. Upon completion of the merger, the company will retain the Independence Realty Trust name and will trade under the ticker symbol “IRT” (NYSE). Upon a termination of the merger agreement, under certain circumstances, including entering into an agreement with respect to a superior proposal, Steadfast Apartment will be required to pay to IRT a termination fee of $74 million, and in certain other circumstances, including entering into an agreement with respect to a superior proposal, IRT will be required to pay to Steadfast Apartment a termination fee of $74 million.

Upon completion of the merger, the size of the Board of Directors of IRT will be expanded to 10 members, comprised of five incumbent directors of IRT and five incumbent directors of STAR. Scott F. Schaeffer will continue to serve as Chairman of the Board of Directors of the combined company. Schaeffer will continue to lead the combined company as the Chief Executive Officer. James J. Sebra will continue to serve as Chief Financial Officer of the combined company. Farrell Ender will continue to serve as President of the combined company. Jessica Norman, currently IRT's Executive Vice President and General Counsel, will serve as Chief Legal Officer of the combined company. Ella S. Neyland, currently STAR's President, Chief Financial Officer and Treasurer, will join the combined company as its Chief Operating Officer. Upon consummation of the Mergers, the board of directors of the combined company will be comprised of the following five incumbent directors of the IRT Board and the following five incumbent directors of the STAR Board: Scott F. Schaeffer, Richard D. Gebert, Melinda H. McClure, DeForest Blake Soaries Jr. and Lisa Washington; and Stephen R. Bowie, Ned W. Brines, Ana Marie del Rio, Ella S. Neyland and Thomas H. Purcell, respectively.

The transaction is subject to customary closing conditions, including approval of both IRT, STAR stockholders, the authorization for listing of the shares of IRT Common Stock to be issued in the Mergers or reserved for issuance in connection therewith on the New York Stock Exchange, the effectiveness of the registration statement on Form S-4 to be filed by IRT pursuant to which shares of IRT Common Stock to be issued in connection with the merger are registered with the Securities and Exchange Commission, the absence of any order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Mergers or any law that makes the consummation of the Mergers illegal, the receipt by each of the Company and IRT of an opinion to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended and the receipt of certain lender consents. This strategic transaction was unanimously approved by the Board of Directors of IRT and the Board of Directors of STAR. Stockholder vote scheduled for December 13, 2021. As of December 13, 2021, Stockholders of both Steadfast Apartment REIT, Inc. and Independence Realty Trust, Inc. have approved the merger. The transaction is expected to close during the fourth quarter of 2021. The transaction is expected to close in mid-December 2021. The transaction is expected to close on or before December 16, 2021. As of December 14, 2021, the transaction is expected to close later this week. The transaction is expected to be immediately accretive to IRT's Core FFO per share and provide the combined company with an attractive growth profile and also it would be 11% accretive to earnings immediately.

Barclays Capital Inc. and BMO Capital Markets Corp. acted as financial advisors and fairness opinion providers to IRT. Michael Friedman, David I. Meyers, Robert A. Friedel, Saba Ashraf, David M. Kaplan, lizabeth L. Segaar, Stefanie L. Brennan, Kathryn Pourmand Nordick of Troutman Pepper Hamilton Sanders LLP acted as legal advisors to IRT. RBC Capital Markets, LLC and Robert A. Stanger & Company, Inc. acted as financial advisors and Heath D. Linsky, Larry Medvinsky, Justin Salon, Andrew Campbell, Shane Shelley, Domnick Bozzetti, Andrew Turnbull, Thomas Fileti, Susannah Cupp and Tushna Gamadia of Morrison & Foerster LLP acted as legal advisors to STAR. RBC Capital Markets, LLC acted as fairness opinion provider to STAR. Philip Richter, Stuart A. Barr and Roy Tannenbaum of Fried Frank acted as the legal advisors to Barclays and BMO Capital Markets. IRT has retained D.F. King & Co., Inc. to assist in its solicitation of proxies and has agreed to pay them a fee of $11,500, plus reasonable expenses, for these services. The transfer agent for IRT's shares of common stock is American Stock Transfer & Trust Company. DST Systems, Inc. serves as transfer agent for STAR shares. IRT will pay BMO an aggregate fee of approximately $5 million, $1.5 million of which was paid upon delivery of BMO's opinion. STAR has agreed to pay RBC Capital Markets for its services a fee of $12.75 million, of which a portion was payable upon delivery of RBC Capital Markets' opinion and $11.25 million is contingent upon consummation of the merger. STAR will pay Robert A. Stanger & Company, Inc. a fee of $1.8 million for its services. STAR has retained Mediant Communications Inc. to assist in its solicitation of proxies and has agreed to pay them a fee of $474,553 to solicit and distribute proxies. IRT paid Barclays $1,500,000 upon the delivery of Barclays' opinion and will pay approximately $11 million plus up to $2 million in discretionary fees payable on completion of the transaction.

Independence Realty Trust, Inc. (NYSE:IRT) completed the acquisition of Steadfast Apartment REIT, Inc. (OTCPK:STFR) on December 16, 2021. As a part of closing, the Steadfast ceased to exist and IRT continued as the surviving entity. All members of the Board of Directors of the Steadfast ceased to be Directors of the Steadfast at the Company Merger Effective Time by operation of the Company Merger. In addition, in connection with the Company Merger, all the Company's executive officers ceased to be officers of the Company at the Company Merger Effective Time by operation of the Company Merger and the employment of the following former officers ceased: (1) Tim Middleton, (2) Jason Stern, (3) Tiffany Stanley, (4) Gustav Bahn, (5) David Miller, and (6) Rodney Emery.