UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | January 31, 2014 |
Independence Realty Trust, Inc.
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(Exact name of registrant as specified in its charter)
| Maryland | 001-36041 | 26-4567130 |
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_____________________
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania | 19104 | |
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_________________________________
(Address of principal executive offices) |
___________
(Zip Code) |
| Registrant’s telephone number, including area code: | (215) 243-9000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 31, 2014, or the closing date, Independence Realty Trust, Inc., or IRT, through its wholly-owned subsidiary, IRT Eagle Ridge Apartments Owner, LLC, or IRT Owner, acquired a fee simple interest in a property known as The Reserve at Eagle Ridge located in Waukegan, Illinois, or the property. The property is a 370 apartment unit-community consisting of six studios, 130 one bedroom, one bathroom apartments, 156 two bedroom, one bathroom apartments and 78 two bedroom, two bathroom apartments with an average unit size of 817 square feet. The property was constructed in two phases in 2001 and 2004 and the last major renovation of the property was completed in 2008. As of December 31, 2013, the occupancy of the property was 93%.
IRT Owner acquired the property from an unaffiliated third party, JRC/CSE Eagle Ridge JV, LLC, for a purchase price of $29.0 million. IRT Owner paid the purchase price for the property with a portion of the net proceeds of IRT’s offering of its shares of common stock pursuant to its Registration Statements Nos. 333-192403 and 333-193527 filed with the Securities and Exchange Commission. On the closing date, IRT Owner and Jupiter Communities, LLC, d/b/a RAIT Residential, IRT’s affiliate, entered into a property management agreement pursuant to which RAIT Residential will manage the property pursuant to terms similar to those applicable to RAIT Residential’s management of IRT’s other multifamily properties.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2014, the compensation committee of the board of directors of IRT adopted the following forms to evidence grants made on January 31, 2014 pursuant to the Independence Realty Trust, Inc. Long Term Incentive Plan, or the plan, to persons affiliated with IRT’s advisor, including IRT’s chief executive officer and chief financial officer:
• a Form of Stock Appreciation Rights Award Certificate, or the SARs award form; and
• a Form of Restricted Stock Award Certificate, or the restricted stock award form.
The SARs award form sets forth the vesting, exercise, settlement and other terms of stock appreciation rights awards granted pursuant to the plan. The restricted stock award form sets forth the vesting and other terms of restricted stock awards granted pursuant to the plan. The foregoing descriptions of the SARs award form and restricted stock award form do not purport to be complete and are qualified in their entirety by reference to the full text of the SARs award form and restricted stock award form filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
Item 8.01 Other Events.
IRT reports that, as of February 4, 2014, there were 17,702,539 shares of IRT’s common stock issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
IRT hereby confirms that the financial statements and pro forma information relating to the acquisition of the property required by Rule 3-14 and Article 11 of Regulation S-X will be filed as an amendment to this Current Report on Form 8-K no later than April 18, 2014, which date is within the period allowed to file such an amendment.
(b) Pro Forma Financial Information.
See paragraph (a) above.
(c) Shell Company Transactions.
None.
(d) Exhibits.
The exhibits filed as part of this Current Report on Form 8-K are identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.
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. | ||||
| February 6, 2014 | By: |
/s/ James J. Sebra
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| Name: James J. Sebra | ||||
| Title: Chief Financial Officer and Treasurer | ||||
Exhibit Index
Exhibit No.
Description
Independence Realty Trust, Inc. Long Term Incentive Plan Form of Stock Appreciation Rights Award Certificate adopted January 31, 2014.
Independence Realty Trust, Inc. Long Term Incentive Plan a Form of Restricted Stock Award Certificate adopted January 31, 2014.
[Consultant Award]
INDEPENDENCE REALTY TRUST, INC.
LONG TERM INCENTIVE PLAN
STOCK APPRECIATION RIGHTS AWARD CERTIFICATE
To the Grantee Named Below:
You have been granted stock appreciation rights (“SARs”) in the common stock (the “Common Stock”)
of Independence Realty Trust, Inc. (the “Company”) under Section 8.1 of the Independence Realty
Trust, Inc. Long Term Incentive Plan (the “Plan”). This Stock Appreciation Rights Award
Certificate (the “Award Certificate”) sets forth the aggregate number of shares under this Award
and its terms and conditions. This Award is contingent upon your acknowledgement and acceptance of
the terms and conditions as set forth in this Award Certificate and in the Plan.
Grant Date:
Number of Shares:
Fair Market Value per Share:
Expiration Date:
Vesting:
arising from your status as an employee of RAIT Financial Trust (“RAIT”).
Therefore, your award will vest provided that you (i) continue in your
employment with RAIT; the Company’s advisor or their respective affiliates; or
(ii) become and continue as an Employee or a Consultant of the Company through
the following: (each, a “Vesting Date”):
Second anniversary of Grant Date 1/3 of Grant
Third anniversary of the Grant Date 1/3 of Grant
.
Your SARs will vest if the Company undergoes a Change in Control (as defined in
the Plan) and your service as a Consultant is terminated within one year of such
Change in Control.
Termination of Service:
affiliates terminates by reason of your Disability or death, then your SARs will
become fully vested and exercisable by you or your beneficiary.
If your employment service with RAIT; the Company’s advisor or their respective
affiliates terminates for any reason other than death, Disability or Change in
Control, then you shall forfeit any unvested SARS and your vested SARs will
terminate on the 30
th
day following the date of termination of
service. The above notwithstanding, if your employment service with RAIT; the
Company’s advisor or their respective affiliates terminates prior to full
vesting, but you continue to provide services to the Company as an Employee or
Consultant, then such termination of service shall not result in the forfeiture
of unvested SARs
Exercise:
expired or terminated. SARs shall expire on the fifth anniversary of the Grant
Date. Therefore, SARs must be exercised after vesting but before the fifth
anniversary of the Grant Date. To exercise this SAR, you must follow the
procedure and submit the form attached as Exhibit A hereto. If someone else
wants to exercise this SAR after your death, that person must contact the
Company and prove to the Company’s satisfaction that he or she is entitled to do
so. Your ability to exercise the SAR may be restricted by the Company or RAIT if
required by applicable law or the rules of any securities exchange on which the
shares of the Company or RAIT’s stock is then listed.
Value of the shares of Common Stock on the date of exercise, less (ii) the Fair
Market Value specified above. The SAR shall be settled in whole shares of Stock
or in cash as determined at the discretion of the Company.
As a condition to exercise, the Company and/or RAIT may require you to execute
an “Investment Representation Statement” and enter into a shareholder’s
agreement or any other agreement required by the Board or shareholders in
general, with such terms and conditions as the Company and/or RAIT may
prescribe.
Tax Liability of the
Participant and Payment of
Taxes
respect to the SARs issued pursuant to this Award Certificate shall be your
responsibility. Upon exercise, you may elect to have a portion of the SAR amount
withheld in order to satisfy your tax obligations.
Transferability:
will or as required by intestate laws. Any attempted transfer or assignment
will be null and void.
Restrictions on Resale:
under this SAR at a time when applicable laws, Company or RAIT policies, any
stockholder agreement or other agreement to which you are a party or any or an
agreement between the Company and its underwriters, prohibit a sale.
Miscellaneous:
legal representatives or guardians, that this Award Certificate shall be
interpreted by the Board (or a committee thereof) and that any such
interpretation of the terms of this Award Certificate and any determination made
by the Board (or a committee thereof) pursuant to this Award Certificate shall
be final, binding and conclusive. This Award Certificate and the SAR granted
hereunder shall be governed by Maryland Law.
This Award is granted under and governed by the terms and conditions of the Plan, the provisions of which are incorporated herein by reference. Additional provisions regarding this Award and definitions of capitalized terms used and not defined in this Award Certificate can be found in the Plan. Any inconsistency between this Award Certificate and the Plan shall be resolved in favor of the Plan. The Participant hereby acknowledges receipt of a copy of the Plan. The invalidity or unenforceability of any provisions of this Award Certificate shall not affect the validity or enforceability of any other provision of this Award Certificate, which shall remain in full force and effect.
BY SIGNING BELOW AND ACCEPTING THIS STOCK APPRECIATION RIGHT AWARD, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN.
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INDEPENDENCE REALTY TRUST, INC. GRANTEE
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By:
Name: James J. Sebra Title: Chief Financial Officer & Treasurer |
Name: |
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EXHIBIT A
INDEPENDENCE REALTY TRUST, INC.
LONG TERM INCENTIVE PLAN
EXERCISE AND SETTLEMENT OF VESTED SARS
Capitalized terms used herein are defined as defined in the Stock Appreciation Rights Award Certificate (the “Award Certificate”) to which this Exhibit is attached unless otherwise defined herein . This Exhibit sets forth the procedures the Participant must follow to exercise the SARs granted to the Participant pursuant to the Award Certificate.
Each SAR shall be exercisable on or after its applicable Vesting Date in accordance with the terms of the Award Certificate and the Plan. Any such vesting is subject to the terms and conditions of the Plan and your Award Certificate. A SAR shall be exercised upon delivery by the Participant to RAIT’s Human Resources department of a completed exercise election form (“ Election Form ”) substantially in the form attached as Appendix A to this Exhibit specifying the number of SARs to be exercised and the date of exercise (which shall be prospective). The number of SARs to be exercised may not exceed the number of vested SARs as of the date of exercise. Upon approval by the Committee, the aggregate Value of exercised SARs shall be settled and paid to Participant in cash, an equivalent value of shares of Common Stock or any combination thereof as determined in the sole and exclusive discretion of the Committee.
In the Election Form, the Participant must designate a specific Exercise Date (MM/DD/YYYY). Such Exercise Date must be (i) during the period (the “ Vested Period ”) at any time on or after the date the Vesting Date until the termination of the vested SARs in accordance with the terms and conditions of the Plan and the Award Certificate, (ii) prospective and (iii) no later than thirty (30) days following submission of the Election Form. An Exercise Date is “prospective” if it is submitted to, and accepted and approved by the Company before the determination of the Fair Market Value on the relevant Exercise Date. You may designate the Exercise Date that is the same date you submit the attached Election Form provided all the conditions specified above are met. Your designation of the Exercise Date is irrevocable and is binding upon you and once it is accepted and approved by the Company. Settlement will be completed within five (5) business days of the Exercise Date. Settlement will be made in cash, an equivalent value of shares of Common Stock, or a combination of the two as determined in the sole discretion of the Committee.
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APPENDIX A
INDEPENDENCE REALTY TRUST, INC.
LONG TERM INCENTIVE PLAN
SARS EXERCISE ELECTION FORM
I, a participant under the Independence Realty Trust, Inc. Long Term Incentive Plan (the “ Plan ”), or a person otherwise entitled to exercise the Stock Appreciation Rights (“ SARs” ) thereunder, do hereby exercise the right to settlement of the following SARs on the date of exercise (the “ Exercise Date ”) identified below:
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Exercise Date:
Number of SARs: Date of Grant: Date of Vesting: |
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(The Exercise Date must comply with the conditions set forth in the Notice of Ability to Exercise Vested Stock Appreciation Rights relating to these SARs.) I understand that the Company may reduce the amount paid to me as necessary to satisfy withholding tax obligations. I further understand that the Company may settle the exercised SARs in cash or in the equivalent value of shares of Common Stock of the Company or a combination of the two as determined in the sole discretion of the Compensation Committee of the Board of Trustees of the Company.
Send a completed copy of this SAR Exercise Form to:
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Independence Realty Trust, Inc.
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c/o RAIT Financial Trust
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Cira Center
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2929 Arch Street, 17
th
Floor
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Philadelphia, PA 19104
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Attn:
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Michele Rudoi | |
Human Resources
I understand that this election and the designation of the Exercise Date above are irrevocable once accepted and approved by the Company.
Print Name Date
Signature
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ACCEPTED AND APPROVED ON BEHALF OF INDEPENDENCE REALTY TRUST, INC:
By: Name & Title: Date
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INDEPENDENCE REALTY TRUST, INC.
LONG TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD CERTIFICATE
To the Grantee Named Below:
You have been granted Restricted Stock of Independence Realty Trust, Inc. (the “Company”) under
Section 9.1 of the Independence Realty Trust, Inc. Long Term Incentive Plan (the “Plan”). This
Restricted Stock Award Certificate (the “Award Certificate”) sets forth the aggregate number of
shares under this Award and its terms and conditions. This Award is contingent upon your
acknowledgement and acceptance of the terms and conditions as set forth in this Award Certificate
and in the Plan.
Grant Date:
Number of Shares:
Vesting:
arising from your status as an employee of RAIT Financial Trust (“RAIT”).
Therefore, your award will vest provided that you (i) continue in your
employment with RAIT; the Company’s advisor or their respective affiliates;
or (ii) become and continue as an Employee or a Consultant of the Company
through the following:
Second anniversary of Grant Date 1/3 of Shares
Third anniversary of the Grant Date 1/3 of Shares
Additionally, your award will vest all of the Shares under this Award if the
Company undergoes a Change in Control (as defined in the Plan) and your
service as a Consultant is terminated within one year of such Change in
Control.
respective affiliates terminates by reason of death or Disability, then your
Restricted Stock will become fully vested.
If your employment service with RAIT; the Company’s advisor or their
respective affiliates terminates prior to full vesting for any reason other
than death, Disability or Change in Control, you shall forfeit any remaining
unvested Restricted Stock and related dividends subject to this Award as of
the date of such termination of service. Upon a forfeiture, unvested
Restricted Stock and related dividends shall be transferred to the Company.
If your employment service with RAIT; the Company’s advisor or their
respective affiliates terminates prior to full vesting, but you continue to
provide services to the Company as an Employee or Consultant, then such
termination of service shall not result in the forfeiture of unvested
Restricted Stock.
Rights a Shareholder:
have all the rights of a stockholder of the Company with respect to the
Restricted Stock, subject to the restrictions, including, without limitation,
voting rights and allocation of cash or stock dividends, in respect of the
Restricted Stock subject to the vesting of the Award.
The Company may require you to execute an “Investment Representation
Statement” and enter into a shareholder’s agreement or any other agreement
required by the Board or shareholders in general, with such terms and
conditions as the Company may prescribe.
Tax Liability of the
Participant and
Payment of Taxes:
respect to the Restricted Stock issued pursuant to this Award Certificate
shall be your responsibility. Upon vesting, you may elect to have a portion of
your vested shares withheld in order to satisfy your tax obligations.
Upon execution of this Award Certificate, you may file an election under
Section 83(b) of the Code (See attached Exhibit A ). You have been given the
opportunity to obtain the advice of your tax advisors with respect to the tax
consequences of the Restricted Stock and the provisions of this Award
Certificate. You assume all responsibility for filing the Section 83(b)
election and paying any taxes resulting from such election or from failure to
file the election and paying taxes resulting from the lapse of the
restrictions on the unvested shares. Tax obligations arising from the Section
83(b) election must be paid by you and cannot be satisfied by withholding
shares.
Transferability:
Stock vests and become non-forfeitable, you may not transfer or assign the
Restricted Stock for any reason, other than under your will or as required by
intestate laws. Any attempted transfer or assignment will be null and void.
Restrictions on Resale:
Stock acquired under this Award Certificate at a time when applicable laws,
RAIT or Company policies, any stockholder agreement or other agreement to
which you are a party or any agreement between the Company and its
underwriters, prohibit a sale.
Miscellaneous:
legal representatives and/or guardians, that this Award Certificate shall be
interpreted by the Board (or a committee thereof) and that any such
interpretation of the terms of this Award Certificate and any determination
made by the Board (or a committee thereof) pursuant to this Award Certificate
shall be final, binding and conclusive. This Award Certificate may be
executed in counterparts. This Award Certificate and the Restricted Stock
granted hereunder shall be governed by Maryland Law.
This Award Certificate and the Restricted Stock granted hereunder are granted under and governed by the terms and conditions of the Plan, the provisions of which are incorporated herein by reference. Additional provisions regarding your Restricted Stock and definitions of capitalized terms used and not defined in this Restricted Stock can be found in the Plan. Any inconsistency between this Award Certificate and the Plan shall be resolved in favor of the Plan. The Participant hereby acknowledges receipt of a copy of the Plan. The invalidity or unenforceability of any provisions of this Award Certificate shall not affect the validity or enforceability of any other provision of this Award Certificate, which shall remain in full force and effect. In the event that any provision of this Award Certificate or any word, phrase, clause, sentence, or other portion hereof (or omission thereof) should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make this Award Certificate as so modified legal and enforceable to the fullest extent permitted under applicable law.
BY SIGNING BELOW AND ACCEPTING THIS AWARD CERTIFICATE AND THE RESTRICTED STOCK GRANTED
HEREUNDER, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO
ACKNOWLEDGE RECEIPT OF THE PLAN.
GRANTEE
Name: James J. Sebra
Name:
Title: Chief Financial Officer & Treasurer
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INDEPENDENCE REALTY TRUST, INC.
2929 ARCH STREET, 17
TH
FLOOR
PHILADELPHIA, PA 19104
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To:
Re: Date: |
Participants Receiving Restricted Stock Awards
“83(b) Election” for Federal Income Tax Treatment January 31, 2014 |
You have been awarded shares of Common Stock of Independence Realty Trust, Inc. (the “Common Stock”) pursuant to the Independence Realty Trust, Inc. Long Term Incentive Plan (the “Plan”) as described in the Restricted Stock Award Certificate (the “Award”). This memorandum outlines the tax treatment of the Award, and explains the opportunity you have to impact that treatment if you make an appropriate election as provided under Section 83(b) of the Internal Revenue Code (“Code”), or an “83(b) election”. This memorandum is for information purposes only and should not be construed as tax or financial planning advice. You should consult with your personal tax advisor to determine the most appropriate course based on your personal financial goals.
Federal Income Taxes
The Award consists of Shares of Common Stock, the fair market value of which is taxed at ordinary income rates when the restrictions applicable to the shares of Common Stock lapse and you become “vested” in such shares of Common Stock. Under the Plan, fair market value is defined as the closing price of a Common Share on the New York Stock Exchange on the relevant date. The vesting schedule of the shares of Common Stock is set forth in your Award. The Award provides that you may elect to satisfy any withholding tax arising on a vesting date by having shares of Common Stock and related dividends subject to the Award withheld with a fair market value equal to the tax due.
Under Section 83(b) of the Code, you have the option of electing to include as ordinary income in your taxable income for 2014 the fair market value at the grant date of some or all of the unvested shares of Common Stock included in the Award. An 83(b) election allows you to defer the remaining tax on the appreciation on the shares of Common Stock, if any, that occurs during the vesting period until you sell or otherwise dispose of the shares of Common Stock. Any appreciation or depreciation of the shares of Common Stock at disposition will be taxable as a capital gain or loss, respectively. The risk, however, is that if you do not vest in the shares of Common Stock included in the Award after having made a Section 83(b) election, you will have paid federal income taxes on property that will be forfeited and the taxes paid are not deductible. In addition, any withholding taxes due when you make an 83(b) election must be paid in cash and cannot be satisfied by having shares of Common Stock and related dividends subject to the Award withheld.
Under your current Award, if you make an 83(b) election, you are required to include in your 2014 ordinary income an amount equal to the product resulting from multiplying the fair market value of a Common Share on the grant date by the number of shares of Common Stock in your Award subject to your 83(b) election. You will have no additional tax liability when vesting occurs. When you sell any shares of Common Stock in your Award, any appreciation in excess of the fair market value of a Common Share on the grant date will be taxed as capital gain.
If you do not make an 83(b) election, the fair market value of such shares of Common Stock on the vesting date, including any appreciation after the date of grant, will be includable as ordinary income in the year when the shares of Common Stock vest.
Code Section 83(b) election
A copy of the 83(b) election form is available from the RAIT Human Resources department. The 8 3(b) election must be filed with the IRS within 30 days of the grant date of the Award . This initial filing must be made with the Internal Revenue Service Center with which you file your Federal income tax returns. Additionally, you are required to file a copy of your 83(b) election (1) with your income tax return for the taxable year in which you receive the Award (in this case, your 2014 tax return) and (2) with the RAIT Human Resources department. The 83(b) election is irrevocable except with the consent of the IRS. You need not make the election with respect to all of the shares of Common Stock granted in the Award .
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