XML 42 R11.htm IDEA: XBRL DOCUMENT v3.22.0.1
IRT and STAR Merger
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
IRT and STAR Merger

NOTE 3: IRT and STAR Merger

 

On December 16, 2021, the STAR Merger closed. In the STAR Merger, each share of common stock, par value $0.01 per share, of STAR issued and outstanding immediately prior to the STAR Merger was converted into 0.905 newly issued shares of IRT common stock, par value $0.01 per share, with cash paid in lieu of fractional shares. In addition, each then outstanding unit of limited partnership of STAR OP (other than units owned by STAR) was automatically converted into 0.905 common units of limited partnership of IROP (each such unit, an “IROP unit”). Following the STAR Merger, continuing IRT common stockholders and IROP unitholders, as a group, held approximately 53% of the issued and outstanding shares of common stock of the combined company and former STAR common stockholders and STAR OP unitholders, as a group, held approximately 47% (assuming, in each case, an exchange of each IROP unit for a share of IRT common stock). The STAR Merger was consummated in order to increase the scale and scope of our business, provide enhanced portfolio diversification and exposure to high growth markets, and to unlocked synergies.  

 

Through the STAR Merger, we acquired 68 apartment communities that contain 21,394 units and two apartment communities that are under development and that will contain upon completion an aggregate of 621 units (unaudited). The consolidated net assets and results of operations of STAR are included in our consolidated financial statements from the closing date of December 16, 2021, going forward.

 

The following table summarizes the purchase price of STAR as of the date of the STAR Merger:

 

Common Stock

 

 

OP Units

 

 

Amount

 

Shares of STAR common stock and STAR OP common units exchanged

 

110,188,893

 

 

 

7,104,399

 

 

 

117,293,292

 

Exchange ratio

 

0.905

 

 

 

0.905

 

 

 

0.905

 

Shares of IRT common stock and IRT OP common units issued

 

99,720,948

 

 

 

6,429,481

 

 

 

106,150,429

 

Closing stock price of IRT on December 15, 2021

$

24.45

 

 

$

24.45

 

 

$

24.45

 

Fair value of IRT common stock and IRT OP common units issued to former holders of STAR common stock and STAR OP common units

$

2,438,177

 

 

$

157,200

 

 

$

2,595,378

 

STAR indebtedness paid off in connection with the Mergers

 

 

 

 

 

 

 

 

 

288,530

 

Consideration transferred

 

 

 

 

 

 

 

 

$

2,883,908

 

Fair value of STAR debt assumed by IRT

 

 

 

 

 

 

 

 

 

1,793,614

 

Total purchase price

 

 

 

 

 

 

 

 

$

4,677,522

 

 

We accounted for the STAR Merger as a business combination under the acquisition method of accounting under ASC 805, which requires, among other things, the assets and liabilities assumed to be recognized at their fair values as of the acquisition date. Management engaged a third-party valuation specialist to assist with the fair value assessment of the investments in real estate, which included an allocation of the purchase price. Similar to management’s methods, the third party generally used income, market, and cost approaches to determine the fair value of the assets acquired. The third party used stabilized NOI and market specific capitalization and discount rates. Management reviewed the inputs used by the third party specialist as well as the allocation of the purchase price provided by the third party to ensure reasonableness and that the procedures were performed in accordance with management’s policy. The allocation of the purchase price is based on management’s assessment, which may differ as more information becomes available. Subsequent adjustments made to the purchase price allocation, if any, are made within the allocation period, which typically does not exceed one year. The following table shows the purchase price allocation of STAR’s identifiable assets and liabilities assumed as of the date of the STAR Merger:

 

 

Amount

 

Assets:

 

 

 

     Real estate held for investment

$

4,547,608

 

     Real estate held for development

 

38,949

 

     Cash and cash equivalents

 

69,179

 

     Restricted cash

 

33,228

 

     Other assets

 

23,596

 

     Derivative assets

 

90

 

     Intangible assets

 

58,048

 

Total assets

$

4,770,698

 

 

 

 

 

Liabilities:

 

 

 

     Indebtedness

$

1,793,614

 

     Accounts payable and accrued liabilities

 

79,099

 

     Accrued interest payable

 

3,113

 

     Other liabilities

 

10,965

 

Total liabilities

 

1,886,791

 

Net assets acquired

$

2,883,907

 

 

For the period from December 16, 2021 through December 31, 2021, STAR contributed $15,589 of revenues and $18,388 of net loss to our results of operations, inclusive of certain merger and integration costs.

 

We incurred total merger and integration related expenses of $47,063 for the year ended December 31, 2021. These amounts were expensed as incurred, and are included in the consolidated statements of operations in the item titled “Merger and integration costs”, and primarily consist of advisory fees, employee severance costs, and attorney fees.

 

The following unaudited condensed pro forma operating information is presented as if the STAR Merger occurred in 2020 and had been included in operations as of January 1, 2020. This pro forma information does not purport to represent what the actual results of the Company would have been had the STAR Merger occurred on this date, nor does it purport to predict the results of operations for future periods.

 

Unaudited

Year Ended December 31,

 

 

2021

 

2020

 

Revenue

$

591,292

 

$

540,516

 

Net income (loss) (a)

$

103,932

 

$

(44,899

)

Net (income) loss attributable to noncontrolling interests

$

(3,426

)

$

1,480

 

Net income (loss) attributable to common stockholders

$

100,506

 

$

(43,419

)

Net income (loss) attributable to common stockholders per share - basic and diluted

$

0.45

 

$

(0.22

)

 

 

(a)

Contemporaneously with the closing of the STAR Merger, we hired 485 employees, previously employed by STAR, to operate the properties acquired in the STAR Merger in addition to serving in corporate positions.