Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Completion of Company Merger
As previously disclosed in the Current Report on Form 8-K filed by
As disclosed in the Company's Current Report on Form 8-K filed with the
On
At the effective time of the Company Merger (the "Company Merger Effective
Time"), each share of common stock, par value
Combined Company
Also on
At the effective time of the Partnership Merger (the "Partnership Merger Effective Time"), (1) each unit of limited partnership interest of STAR OP designated as a "Class A Common Unit" issued and outstanding immediately prior to the Partnership Merger Effective Time and owned by the Company or a subsidiary of the Company was converted automatically into the right to receive 0.905 common units of limited partnership of IRT OP (each, an "IROP Common Unit") and is now owned by IRT through IRT Merger Sub and (2) each unit of limited partnership interest of STAR OP designated as a "Class A-2 Common Unit" or "Class B Common Unit" issued and outstanding immediately prior to the Partnership Merger Effective Time was converted automatically into the right to receive 0.905 IROP Common Units that generally have the same rights as the other issued and outstanding IROP Common Units, including as to distributions, but, in certain cases, are subject to additional restrictions as to when the holders thereof may exercise redemption rights.
The combined company after the Mergers retains the name "
The descriptions of the Mergers and the Merger Agreement contained in this Item 2.01 do not purport to be complete and are subject to and qualified in their entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.
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Item 3.03 Material Modification to Rights of Security Holders.
As a result of the Company Merger and at the Company Merger Effective Time, holders of STAR Common Stock immediately prior to such time ceased having any rights as stockholders of the Company (other than their right to receive 0.905 shares of IRT Common Stock per share of STAR Common Stock, with cash paid in lieu of fractional shares, under the Merger Agreement).
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As a result of the Company Merger and at the Company Merger Effective Time, a change in control of the Company occurred and the Company merged with and into IRT Merger Sub and the separate corporate existence of the Company ceased.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As a result of the Company Merger and pursuant to the Merger Agreement, as described in Item 2.01 of this Current Report on Form 8-K, the Company ceased to exist and IRT Merger Sub continued as the surviving entity. All members of the board of directors of the Company ceased to be directors of the Company at the Company Merger Effective Time by operation of the Company Merger. The departure of the directors was in connection with the Company Merger and was not due to any disagreement or dispute with the Company on any matter.
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)
Item 8.01 Other Events.
As disclosed in the Company's Current Report on Form 8-K filed with the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 2.1 Agreement and Plan of Merger, dated as ofJuly 26, 2021 , by and among Independence Realty Trust, Inc.,Independence Realty Operating Partnership, LP ,IRSTAR Sub, LLC ,Steadfast Apartment REIT, Inc. andSteadfast Apartment REIT Operating Partnership , L.P.* (included as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with theSEC onJuly 26, 2021 (Film No.: 211114131), and incorporated herein by reference). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Company agrees to furnish supplementally to the
schedule upon request by the
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