Independence Realty Trust Enters/Terminates Agreements

TL;DR

IRT just signed and broke a big deal on Jan 8th. Big changes coming.

AI Summary

Independence Realty Trust, Inc. (IRT) entered into a material definitive agreement on January 8, 2025, related to a financial obligation. The company also terminated a material definitive agreement on the same date. These events trigger disclosure requirements under Regulation FD.

Why It Matters

This filing indicates significant changes in IRT's contractual relationships, potentially impacting its financial obligations and strategic direction.

Risk Assessment

Risk Level: medium — The entry into and termination of material definitive agreements can signal significant shifts in a company's operations or financial health.

Key Players & Entities

• INDEPENDENCE REALTY TRUST, INC. (company) — Filer
• January 8, 2025 (date) — Date of earliest event reported
• 1835 MARKET STREET SUITE 2601 PHILADELPHIA PA 19103 (address) — Business and Mail Address
• 267-270-4800 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $500.0 million — e Prior Credit Agreement provided for a $500.0 million unsecured revolving credit facility (th
• $200.0 million — secured term loans, specifically: (i) a $200.0 million term loan with a May 18, 2026 maturity
• $400.0 million — date (the "2026 Term Loan") and (ii) a $400.0 million term loan with a January 28, 2028 matur
• $750.0 million — unt of the Revolving Credit Facility to $750.0 million and extends its maturity date until Jan
• $1.35 billion — ount of the Restated Credit Facility to $1.35 billion and permits IROP to request an increase
• $2.0 b — rease in such aggregate amount to up to $2.0 billion, subject to certain terms and con

Filing Documents

• irt-20250108.htm (8-K) — 39KB
• ex101fiftharcreditagreement.htm (EX-10.1) — 1634KB
• ex991pressrelease.htm (EX-99.1) — 11KB
• image_13a.jpg (GRAPHIC) — 5KB
• 0001466085-25-000008.txt ( ) — 2098KB
• irt-20250108.xsd (EX-101.SCH) — 2KB
• irt-20250108_lab.xml (EX-101.LAB) — 22KB
• irt-20250108_pre.xml (EX-101.PRE) — 13KB
• irt-20250108_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 8, 2025, Independence Realty Operating Partnership, LP ("IROP"), the limited partnership through which Independence Realty Trust, Inc. ("IRT") owns its assets and conducts its operations, entered into a Fifth Amended and Restated Credit Agreement (the "Restated Credit Agreement") dated as of January 8, 2025 by and among IROP, as borrower, IRT as parent guarantor, KeyBank National Association ("KeyBank"), as administrative agent, and the other agents and lender parties thereto. IRT has unconditionally guaranteed all obligations of IROP under the Restated Credit Agreement. IRT has no material assets other than its investment in IROP. As used below, the term "Borrower Group" means, collectively, IRT, IROP and any future subsidiary guarantors. The Restated Credit agreement amends and restates in its entirety the Fourth Amended and Restated Credit Agreement dated as of July 25, 2022 (the "Prior Credit Agreement") by, among others, IROP, the subsidiary guarantors named therein, IRT as parent guarantor, and the banks set forth therein. The Prior Credit Agreement provided for a $500.0 million unsecured revolving credit facility (the "Revolving Credit Facility") with a January 31, 2026 scheduled maturity date and two unsecured term loans, specifically: (i) a $200.0 million term loan with a May 18, 2026 maturity date (the "2026 Term Loan") and (ii) a $400.0 million term loan with a January 28, 2028 maturity date (the "2028 Term Loan"). The Restated Credit Agreement increases the maximum principal amount of the Revolving Credit Facility to $750.0 million and extends its maturity date until January 8, 2029. The Restated Credit Agreement also releases the Subsidiary Guarantors which were parties to the Prior Credit Agreement. The Restated Credit Agreement increases the aggregate amount of the Restated Credit Facility to $1.35 billion and permits IROP to request an increase in such aggregate amount to up to $2.

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information set forth under Item 1.01 above is incorporated herein by reference. Upon the effectiveness of the Restated Credit Agreement, the Prior Credit Agreement was subsumed within, and is now governed by, the Restated Credit Agreement. A copy of the Prior Credit Agreement was previously filed as Exhibit 10.1 to IRT's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2022. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. In connection with the execution of the Restated Credit Agreement, on January 10, 2025 the Company issued a press release, which is attached as Exhibit 99.1 hereto. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 10.1 Fifth Amended, Restated and Consolidated Credit Agreement (the "Credit Agreement"), dated as of January 8, 2025, by and among the Independence Realty Operating Partnership, LP as borrower and Independence Realty Trust, Inc., as guarantor; Citibank, N.A. (together with any successor in interest, "Citibank") and KeyBank National Association (together with any successor in interest, "KeyBank"), as initial Lenders, Issuing Lenders and Swing Loan Lenders, the other lending institutions which are parties to the Credit Agreement as "Lenders"; the other lending institutions that may become parties to the Credit Agreement and KeyBank, as administrative agent for Lenders, with Citibank, Capital One, National Association, PNC Bank, National Association, Regions Bank, BMO Bank, N.A., The Huntington National Bank and Truist Bank, as Revolving Facility Co-Syndication Agents; Regions Bank, and Capital One, National Association, as 2021 Term Loan Co-Syndication Agents; Capital One, National Association and PNC National Bank Association, as 2022 Term Loan Co-Syndication Agents; Bank of America, N.A., Barclays Bank PLC and Royal Bank of Canada, as Co-Documentation Agents; Citibank and KeyBanc Capital Markets, as Revolving Facility and 2021 Term Loan Joint Bookrunners; KeyBanc Capital Markets, Capital One, National Association, and PNC Capital Markets, LLC, as 2022 Term Loan Joint Bookrunners; KeyBanc Capital Markets, Citibank, PNC Capital Markets LLC, Capital One, National Association, The Huntington National Bank Regions Capital Markets, BMO Bank N.A., and Truist Securities, Inc., as Revolving Facility Joint Lead Arrangers; KeyBanc Capital Markets, Capital One, National Association, and Regions Capital Markets, as 2021 Term Loan Joint Lead Arrangers; and KeyBanc Capital Markets, Capital One, National Association and PNC Capital Markets, LLC, as 2022 Term Loan Joint Lead Arrangers. 99.1 Press Release 104 Cover Pag

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Independence Realty Trust, Inc. January 10, 2025 By: /s/ James J. Sebra Name: James J. Sebra Title: President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR