EX-99.2 3 d923898dex992.htm EX-99.2 EX-99.2
Creating a leading regional market
multifamily platform
May 2015
Exhibit 99.2


2
Disclaimer
This presentation may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements which are based on current expectations, estimates and projections about the industry and markets in which Independence Realty Trust, Inc. (“IRT”) and Trade
Street Residential, Inc. (“TSRE”) operate and beliefs of and assumptions made by IRT management and TSRE management, involve uncertainties that could significantly affect the financial results of IRT or
TSRE or the combined 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, statements about the anticipated benefits of the business combination
transaction involving IRT and TSRE, including future financial and operating results (such as FFO), and the combined company’s plans, objectives, expectations and intentions. All statements that address
operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to expected synergies, improved liquidity and balance sheet strength – 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 we believe the
expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results
may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and
local economic climates, (ii) changes in financial markets and interest rates, or to the business or financial condition of either company or business (iii) changes in market demand for rental apartment homes
and competitive pricing, (iv) risks associated with acquisitions, including the integration of the combined companies’ businesses, (v) maintenance of real estate investment trust (“REIT”) status, (vi) availability
of financing and capital, (vii) risks associated with achieving expected revenue synergies or cost savings, (viii) risks associated with the companies’ ability to consummate the merger on the terms described or
at all and the timing of the closing of the merger; (ix) dividends are subject to the discretion of our Board of Directors, and will depend on our financial condition, results of operations, capital requirements,
compliance with applicable laws and agreements and any other factors deemed relevant by our Board, (x) risks associated with pursuing additional strategic acquisitions, including risks associated with the
need to raise large amounts of additional capital to fund the acquisitions, and (xi) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by IRT and
TSRE from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. Neither IRT nor TSRE undertakes any duty to
update any forward-looking statements appearing in this presentation.
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed
business combination between Independence Realty Trust, Inc. (“IRT”) and Trade Street Residential, Inc. (“Trade Street”). In connection with this proposed business combination, IRT and/or Trade Street may
file one or more proxy statements, registration statements, proxy statement/prospectus or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement,
proxy statement/prospectus or other document IRT and/or Trade Street may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF IRT AND TRADE
STREET ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders of Trade Street and/or IRT, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other
documents filed with the SEC by IRT and/or Trade Street through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by IRT will be available free of charge
on IRT’s internet website at http://www.irtreit.com or by contacting IRT’s Investor Relations Department by email at aviroslav@irtreit.com or by phone at +1-215-243-9000. Copies of the documents filed with
the SEC by Trade Street will be available free of charge on Trade Street’s internet website at http://www.tradestreetresidential.com or by contacting Trade Street’s Investor Relations Department by email at
ir@trade-street.com or by phone at +1-786-248-6099.
IRT, Trade Street, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of IRT is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 16, 2015, and its
proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on April 7, 2015.  Information about the directors and executive officers of Trade Street is set forth in its Annual
Report on Form 10-K/A for the year ended December 31, 2014, which was filed with the SEC on March 25, 2015. These documents can be obtained free of charge from the sources indicated above.
Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC when they become available.
SAFE HARBOR STATEMENT UNDER THE PRIVATE LITIGATION REFORM ACT OF 1995
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
PARTICIPANTS IN SOLICITATIONS


Transformative combination
IRT has entered into a definitive merger agreement to acquire TSRE
Accelerates IRT’s regional market expansion strategy, creating one of the leading regional market
multifamily platforms
TSRE
assets
provide
enhanced
geographic
diversity
within
targeted
regions;
exposure
to
8
new
high
quality regional markets and increased presence in 3 existing markets
(a)  Pro forma for acquisition of 236-unit property in Indianapolis, Indiana on May 1, 2015.
(b)  Based on LTM 3/31/2015 financials.
(c)  Based on 2015E NOI.
(d)  Based on monthly dividend of $0.06 per month.
Source: Company filings
Combined
scale
will
provide
an
enhanced
platform
to
pursue
accretive
acquisitions
and
transformational
opportunities
Number
of
properties
increase
from
31
to
50
(a)
Number
of
units
increase
55%
from
9,055
to
14,044
(a)
Increased market capitalization will improve liquidity to shareholders
TSRE assets amongst the newest in the multifamily REIT space with average property age of 11 years
Increases
operating
efficiency
with
pro
forma
NOI
margin
of
55%
(b)
Improves
portfolio
diversification
with
class
A
assets
now
constituting
45%
of
combined
company
(c)
Improves average base rents from $827 to $902 with additional upside from strong leasing momentum
and positive releasing spreads
TSRE same store NOI growth of 9% quarter-over-quarter for Q1 2015
Expected to be accretive to 2016 Core FFO and AFFO per share, based on management estimates
Significant identified run-rate cost savings and NOI upside from value-add capex
Strong balance sheet and lower cost of capital to drive future accretive growth
Well
positioned
to
continue
to
grow
current
quarterly
dividend
of
$0.18
per
share
(d)
1
2
3
4
Enhanced
scale
Improved
portfolio
quality
Accelerates
market
penetration
Immediate
financial
benefit
3


4
Transaction overview
Transaction
Independence Realty Trust, Inc. (“IRT”) has entered into a definitive agreement to acquire all outstanding shares of
Trade Street Residential, Inc. (“TSRE”)
Senator Investment Group LP and Monarch Alternative Capital LP, who own ~25% and ~23% of TSRE, respectively,
and RAIT Financial Trust, who owns ~23% of IRT, have entered into a voting agreement supporting the transaction
IRT will expand its Board of Directors from 5 to 7 with the inclusion of Mack Pridgen, Chairman of the TSRE Board,
and Richard Ross, President and CEO of TSRE
Consideration
Cash consideration between $3.80 per share (50% cash) and $4.56 per share (60% cash) (“Cash Consideration”) at
IRT’s election
Exchange ratio of 0.411x and 0.329x for 50% and 60% Cash Consideration, respectively, based on the quotient of (i)
$7.60 minus the Cash Consideration over (ii) the $9.25 fixed exchange price
Financing
commitments
IRT has secured $500 million of committed financing for this transaction
Dividend and
financial benefits
IRT expects to maintain its current quarterly dividend of $0.18 per share
(a)
Transaction is expected to be accretive to 2016E Core FFO and AFFO per share, based on management estimates
Pro forma leverage of the combined company expected to be in-line with target leverage levels
Potential to delever post transaction from organic growth and asset sales
Improved asset
management fee
structure
In conjunction with the transaction, the IRT and RAIT Boards have approved a new asset management fee construct
Base asset management fee changed from 0.75% of total assets to 1.5% of cumulative equity issued; expects to result
in meaningful savings for the combined company
Synergy potential
Significant identified run-rate cost savings and NOI upside from value-add capex
Timing
Transaction expected to close during Q3 2015, subject to customary closing conditions including shareholder approval
of both IRT and TSRE shareholders
(a)  Based on monthly dividend of $0.06 per month.


5
The combination will provide enhanced scale…
($ in millions)
Properties
(a)
31
19
50
Units
(a)
9,055
4,989
14,044
Markets
16
11
24
LTM Revenues
$63
$61
$124
LTM NOI
(b)
$33
$35
$68
Note:  Market data as of 5/8/2015; financial and operating metrics as of 3/31/2015.
(a)  Portfolio data pro forma for the acquisition of 236-unit property in Indianapolis, Indiana announced on May 1, 2015.
(b)  NOI defined as as-reported property operating revenues less property level expenses.
Source: Company filings
Combined company expected to have over $1.4 billion of total capitalization and over $500 million of
equity market capitalization
1


6
…and is a continuation of IRT’s regional market expansion strategy
Oklahoma Portfolio
Purchase Date
February 28, 2014
MSA
Oklahoma City, OK
Average age
(b)
31 years
Number of Units
1,658
Acquisition Price
$65 million
Average Base Rent
(c)
$642
Occupancy
(c)
92%
Louisville Portfolio
Purchase Date
December 8, 2014
MSA
Louisville, KY
Average age
(b)
29 years
Number of Units
1,549
Acquisition Price
$162 million
Average Base Rent
(c)
$879
Occupancy
(c)
95%
Trade Street Residential
Announce Date
May 11, 2015
MSA
Various
Average age
(b)
11 years
Number of Units
4,989
Acquisition Price
~$650 million
Average Base Rent
(c)
$1,034
Occupancy
(c)
96%
1
(a)  Pro forma for TSRE acquisition announced on May 11, 2015 and acquisition of 236-unit property in Indianapolis, Indiana on May 1, 2015.
(b)  Weighted average based on units.
(c)  As of 3/31/2015.
Source: Company filings, Real Capital Analytics
Since January 2014, IRT has acquired 40 properties totaling 11,254 units, representing ~4x unit growth
(a)


7
Average portfolio age of public multifamily universe
(b)
The combination will result in improved operating margins, portfolio
quality and average age
Note:  Financial and operating metrics as of 3/31/2015, unless otherwise noted.
(a)  Based on 2015E NOI.
(b)  Weighted average years based on units.
Source: Company filings, CoStar, Real Capital Analytics
2
A
73%
B
27%
B
47%
A
45%
C
8%
B
62%
A
25%
C
13%
39
31
25
20
17
14
13
12
11
Property class
breakdown
(a)
Average base rent
$827
$1,034
$902
Occupancy
94.0%
95.5%
94.5%
LTM NOI margin
52.9%
57.7%
55.3%


TSRE’s assets have high occupancy and ABR…
Fountains Southend
Millenia 700
Location
Orlando, FL
Year Built / Renovated
2012
Number of units
297
Year completed
2012
Average base rent
$1,226
Occupancy
97.0%
Average unit size (square feet)
952
Class A apartment building developed in
2012 and located in the South Central
submarket of Orlando
Strategically located just off Interstate 4, on
the ring road of The Mall at Millenia, which
consistently ranks as one of the top 10 malls
by sales per square foot in North America
Orlando is ranked by Forbes as the fourth
fastest growing city in America, with record
population gains of nearly 34.2% since 2000
(national average less than 10%)
2
Location
Charlotte, NC
Year Built / Renovated
2013
Number of units
208
Year completed
2013
Average base rent
$1,247
Occupancy
97.9 %
Average unit size (square feet)
844
Class A multifamily community located just
outside of downtown Charlotte, which boasts
65,000 employees and many entertainment
destinations
Located in one of the most favorable
submarkets in the Charlotte MSA
Key highlights
Key highlights
Note: Operating metrics as of 3/31/2015.
8


9
…and will significantly enhance IRT’s portfolio quality
Talison Row at Daniel Island
Miller Creek at Germantown
Location
Daniel Island, SC
Year Built / Renovated
2013
Number of units
274
Year completed
2013
Average base rent
$1,383
Occupancy
95.6%
Average unit size (square feet)
989
Class A apartment building developed in
2013 and located in Daniel Island
Island town with traditional neighborhoods
integrated with green spaces, open water
access, highly acclaimed golf courses and a
vibrant downtown core filled with fine dining
and office space
Desirable neighborhood demographics
with average household income exceeding
$100,000, and an average housing value of
$575,000
2
Location
Memphis, TN
Year Built / Renovated
2012 / 2013
Number of units
330
Year completed
2013
Average base rent
$1,117
Occupancy
97.9%
Average unit size (square feet)
1,049
Class A apartment community developed
in 2013, located in Memphis
Widely considered to be one of the most
affluent and best performing submarkets of
Memphis Strong demographics are driven by
Nonchonnah Office Corridor (which includes
the FedEx world headquarters), Baptist
Medical Complex, and numerous retail
locations
Great visibility from Winchester Road, with
immediate access to Bill Morris Parkway
Key highlights
Key highlights
Note: Operating metrics as of 3/31/2015.


10
TSRE’s complementary portfolio increases IRT’s geographic diversification, adding exposure to 8 new
high quality regional markets and increasing presence in 3 existing markets
Accelerates penetration of high-growth regional markets
TSRE market statistics
2015E –
2019E CAGR
Market
Units
Pop.
growth
Job
growth
Asheville
(a)
252
2.1%
2.2%
Atlanta
(b)
864
1.8%
2.0%
Charleston
518
1.5%
1.1%
Charlotte
208
2.3%
2.0%
Chattanooga
295
0.9%
1.3%
Dallas
734
2.0%
2.4%
Greenville
346
1.4%
1.2%
Huntsville
178
1.4%
2.1%
Memphis
(b)
521
0.7%
1.1%
Orlando
297
2.7%
2.3%
Raleigh-Durham
(b)
776
2.1%
2.2%
Total
4,989
1.7%
1.8%
US average
1.0%
1.4%
3
Note:  Portfolio data as of 3/31/2015.
(a)  Data not available through REIS market research; Raleigh-Durham, closest TSRE existing market, statistics applied.
(b)  Market with existing IRT properties.
(c)  IRT markets not shown: Phoenix, Tucson, and Denver.
Source: Company filings, REIS
Existing
Independence
Realty
Trust
properties
(c)
Trade Street Residential


11
The combined company will have one of the lowest G&A costs in the multifamily industry
Note: New IRT G&A includes asset management fees.
(a)  Based on 2014A financial data, except for New IRT, which is
pro forma 2015E.
Source: Company filings
4
G&A as % of total assets
(a)
Average: 0.6%
As a part of the transaction, IRT and RAIT have agreed to change
the base asset management
construct from 0.75% of total assets to 1.5% of cumulative equity issued
Expected to result in meaningful cost savings for the combined company
Significant identified run-rate cost savings and NOI upside from value-add capex
Potential for additional upside from strong leasing momentum, positive re-leasing spreads, and
property management efficiencies
TSRE same-store NOI growth of 9% quarter-over-quarter for Q1 2015
1.4%
0.8%
0.8%
0.7%
0.7%
0.6%
0.4%
0.3%
0.3%
0.2%
0.6%
TSRE
CPT
PPS
AIV
UDR
HME
ESS
MAA
AVB
EQR
New IRT
Embedded growth opportunities and meaningful synergy potential


12
Enhanced scale
Improved portfolio quality
Accelerates market penetration
Immediate financial benefit
Transformative combination