Independence Realty Trust (IRT) M&A announcement summary

Deal rationale and strategic fit

• The merger creates a leading multifamily REIT with over 44,000 apartment homes across 17 states and a total enterprise value of $8.1 billion, focusing on high-growth, non-gateway markets.

• The combined portfolio diversifies NOI sources: 58% Sun Belt, 27% Midwest, 15% Mountain West, with 80% of NOI from top quartile population growth markets.

• The Midwest and Mountain West markets offer above-average NOI growth and lower volatility, complementing the high-growth Sun Belt core.

• The merger expands the value-add growth pipeline and leverages operational initiatives, including technology and Wi-Fi revenue streams.

• Both companies share similar cultures and operating philosophies, facilitating integration and talent retention.

Financial terms and conditions

• The transaction is a 100% stock-for-stock merger; each Centerspace share/unit converts into 3.8 IRT shares/units, issuing about 67.6 million IRT shares.

• IRT shareholders will own ~78% and Centerspace shareholders ~22% of the combined company (fully diluted, excluding preferred units).

• Pro forma equity market capitalization is about $5 billion, with a total enterprise value of $8.1 billion.

• The deal is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.

• Break fees are $45 million for Centerspace and $60 million for IRT.

Synergies and expected cost savings

• Approximately $24 million in annualized synergies identified, with $19 million from G&A overlap and $5 million from property-level and platform efficiencies.

• G&A load as a percentage of assets will drop to 37 basis points, a 24% reduction versus IRT standalone and 57% versus Centerspace.

• Most synergies are expected within 12 months of closing.

• Additional upside expected from scaling value-add renovations and Wi-Fi initiatives.

• Accretive to 2027 Core FFO per share by approximately 5% on a leverage-neutral basis.