INDEPENDENCE REALTY TRUST, INC.
For the period ended Sep 8, 2026. Filed Sep 9, 2026.
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Sep 8, 2026 · Filed Sep 9, 2026
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Contents
Debt Commitment Letter
In connection with the Transactions, IRT OP entered into a commitment letter, dated as of September 8, 2026 (the “Debt Commitment Letter”), with Royal Bank of Canada (“Royal Bank”), pursuant to which Royal Bank committed, subject to customary conditions, to provide IRT OP with a senior unsecured term loan of up to $716,000,000 (the “Term Loan”) to finance a portion of the transactions contemplated by the Merger Agreement, including the assumption or repayment of CSR indebtedness, and to pay related fees and expenses. Royal Bank will act as sole lead arranger and sole book runner for, and as sole administrative agent under, the Term Loan. IRT will guarantee IRT OP’s obligations under the Term Loan. The Term Loan will mature 364 days after the closing date of the Transactions, subject to two available six-month extension options, each conditioned on payment of an extension fee and satisfaction of customary conditions. Royal Bank’s commitment to fund the Term Loan on the closing date of the Transactions is subject to customary conditions, including the consummation of the Transactions substantially concurrently with the funding of the Term Loan, the accuracy of specified representations, the absence of a material adverse effect with respect to CSR since the date of the Merger Agreement, and the execution of definitive loan documentation. The obligations of IRT and IRT OP to consummate the Transactions are not conditioned on the receipt of the proceeds of the Term Loan or any alternative financing.
The foregoing summary of the Transactions and the Merger Agreement and the transactions contemplated thereby is a summary only and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about IRT. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in IRT’s public disclosures.
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