Item 2.02 Results of Operations and Financial Condition.
On
The information contained in this Item 2.02, including the related information set forth in the earnings release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.
-------------------------------------------------------------------------------- Item 8.01 Other Events. The information reported in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. Distribution Declaration OnOctober 26, 2021 , the Board of Directors of the Company approved and authorized a daily distribution to stockholders of record as of the close of business on each day for the period commencing onNovember 1, 2021 and ending onNovember 30, 2021 . The distributions will be equal to$0.001438 per share of the Company's common stock per day. The distributions for each record date inNovember 2021 will be paid inDecember 2021 . The distributions will be payable to stockholders from legally available funds therefor. Forward-Looking Statements The information included in this Current Report on Form 8-K may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which the Company operates and beliefs of and assumptions made by management, involve uncertainties that could significantly affect the financial results of Company. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to certain actions to be taken by Company and Independence Realty Trust, Inc. ("IRT") in connection with the closing of the proposed merger of the Company and IRT (the "merger") and anticipated benefits of the merger. All statements that address financial and operating performance, events or developments that the Company expects or anticipates will occur or be achieved in the future are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although the Company and IRT believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, neither the Company nor IRT can give any assurances that such expectations will be attained. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: the Company's and IRT's ability to complete the merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and lender consents and satisfaction of other closing conditions to consummate the merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; risks related to diverting the attention of the Company and IRT management from ongoing business operations; failure to realize the expected benefits of the merger; significant transaction costs and/or unknown or inestimable liabilities; the risk of stockholder litigation in connection with the proposed merger, including resulting expense or delay; the risk that the Company's business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the merger; effects relating to the announcement of the merger or any further announcements or the consummation of the merger on the market price of IRT common stock; the possibility that, if IRT does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of IRT common stock could decline; the value of the Company could decline; stockholder litigation relating to the merger; general adverse economic and local real estate conditions; the inability of residents to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; local real estate conditions; adverse changes in financial markets that result in increases in interest rates and reduced availability and increased costs of capital; increases in operating costs and real estate taxes; changes in the dividend policy for IRT common stock or IRT's ability to pay dividends; changes in the distribution policy for the Company or the Company's ability to pay distributions; impairment charges; unanticipated changes in IRT's intention or ability to prepay certain debt prior to maturity; pandemics or other health crises, such as the coronavirus disease 2019 (COVID-19) and its variants; and other risks and uncertainties --------------------------------------------------------------------------------
affecting the Company and IRT, including those described from time to time under
the caption "Risk Factors" and elsewhere in the Company's and IRT's
-------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibits Description 99.1 Earnings Release datedOctober 27, 2021
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