Good morning, ladies and gentlemen. Welcome to the Independence Realty Trust and Centerspace joint conference call to discuss the announced merger of the two companies. During today's call, management will make prepared remarks, after which we will open the line for questions. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. As a reminder, this conference is being recorded. Your host for today's call is Stephanie Krewson-Kelly, Senior Vice President of Investor Relations and Capital Markets at IRT. You may begin.
Good morning, and thank you for joining us on short notice. On the call today are Scott Schaeffer, Chairman and Chief Executive Officer of Independence Realty Trust; Anne Olson, President and Chief Executive Officer of Centerspace; James Sebra, President and CFO of Independence Realty Trust; and Jason Lynch, Senior Vice President of Investments at Independence Realty Trust. Earlier this morning, IRT and Centerspace issued a joint press release announcing that the two companies have entered into a definitive merger agreement. That release and an investor presentation filed with the SEC are available in the investors section of IRT's website, irtliving.com, and on Centerspace's website at centerspacehomes.com. A replay of this call will be available on both websites shortly after we conclude.
Before we begin, I would like to remind everyone that statements made on this call may constitute forward-looking statements within the meaning of the federal securities laws and are made in good faith pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the current beliefs, expectations, and assumptions of IRT's and Centerspace's management and are subject to business, economic, competitive risks, and uncertainties, many of which are difficult to predict and outside of either company's control. Neither IRT nor Centerspace undertakes any obligation to update or supplement any forward-looking statement except as required by law. Today's discussion also includes non-GAAP financial measures, including FFO, Core FFO, EBITDA, Adjusted EBITDA, and net operating income.
Definitions of these measures are included in the appendix to today's presentation and the press release, and reconciliations to the most directly comparable GAAP measures are available on each company's SEC filings. With that, I'll turn the call over to Scott Schaeffer.
Thank you, Stephanie, and good morning, everyone. This morning, Independence Realty Trust and Centerspace announced a definitive agreement to combine in an all-stock merger, creating a leading middle market multifamily REIT with a total enterprise value of approximately $8.1 billion and more than 44,000 apartment homes across 17 states. Before I discuss the strategic logic, let me say how pleased I am to be joined this morning by Anne Olson. Anne and her team have built an excellent portfolio at Centerspace, and just as importantly, they have built a culture and operating philosophy much like our own. The conversations that brought us here were direct and constructive, and they were grounded in a shared view of where value gets created in this business. Let me frame why we are doing this and why now in five points. First, scale matters in multifamily, and it matters more every year.
The combined company will own 163 communities and over 44,000 units in predominantly non-gateway markets across 17 states. Scale improves our access to the capital markets, and over time, our cost of capital. Just as importantly, it lets us spread our institutional operating platform across a much larger base of units. This is how a bigger company becomes a better company rather than simply a larger one. Second, we achieve better growth without changing who we are. I want to be clear on this point because I expect it to be the first question we get. IRT is and will remain a Sun Belt-weighted company. The Sun Belt represents 58% of pro forma NOI and remains our largest exposure and our primary growth engine. Centerspace's portfolio increases IRT's concentrations in the Midwest and Mountain West regions to 27% and 15% pro forma NOI respectively.
The Midwest and Mountain West markets have historically delivered NOI growth above the U.S. average with less volatility. Over the period from 2017 through 2025, IRT and Centerspace together delivered weighted average same-store NOI growth of 5.7% a year, above both our non-gateway peers at 4.2% and gateway peers at 2.3%. It did so with a narrower band of outcomes through the cycle. This is the case for a better risk-adjusted portfolio. A high-growth Sun Belt core paired with lower volatility Midwest and Mountain West markets. Roughly 80% of our pro forma NOI comes from markets that rank in the top quartile for projected population growth, and no single market accounts for more than 11% of our pro forma NOI. Third, the supply picture is turning in our favor.
Across the combined footprint, new deliveries are set to decline through 2029 while population growth continues to outpace the national average. In the greater Denver MSA, CoStar projects rent growth turning positive this year. Deliveries in the Denver Front Range are expected to fall from 6.7% of inventory in 2024 to approximately 2.8% by 2027, against population growth that is projected to be twice the national average over the next five years. Minneapolis has one of the lowest supply pipelines of any market we track, with deliveries expected to fall from 3.8% in 2024 to 1.3% in 2027. Much like Denver, Minneapolis's population growth is expected to be almost twice the national average over the next five years. We are not underwriting recovery that has to be imagined. We are seeing it in the data today. Fourth, we gain a bigger opportunity set for our proven platform.
The near-term synergies from this merger are tangible. The reason this combination improves our long-term growth rate rather than just their size is because it provides a longer, broader runway for the two internal growth engines we have built, namely our value add renovation program and our other income initiatives, including our community Wi-Fi program that we began implementing this year. Both drivers are scalable, are funded with free cash flow, and now have several thousand additional units to work with. Jim will take you through the economics shortly. Fifth, we have done this before. In 2015, we acquired Trade Street Residential in a cash and stock transaction that added scale across our regional Sunbelt markets. Then, in 2021, we more than doubled the size of this company through the Steadfast Apartment REIT merger.
We integrated into a single operating platform within months of closing, and we exceeded the synergy and accretion targets that we had set at announcement. This is the same management team running the same playbook, and this transaction is roughly a quarter of our current size rather than doubling of it. Our track record of successfully integrating companies does not eliminate execution risk, but it does mean we know the cadence of how and what to do. Upon closing, I will continue as Chairman and Chief Executive Officer, and James Sebra will serve as President and Chief Financial Officer. Our board will expand to 11 directors, nine from IRT and two from Centerspace. The combined company will retain the Independence Realty Trust name and will continue to trade on the New York Stock Exchange under the ticker IRT.
We will have more to say on organizational structure as we work through the integration planning between now and closing. With that, I'll turn the call over to Anne.
Thank you, Scott, and good morning, everyone. Our board and management team are pleased to be working with IRT on this transformative transaction that is in the best interest of all of our stakeholders. At Centerspace, we've worked to scale our business in strong, growing markets while seeking enhancement to our balance sheet. This merger significantly advances that strategy. The company will now have scale that benefits the operating platform, and the cost of capital will further diversify the market exposure and will have an improved leverage profile. I'm confident that IRT's commitment to residents and stakeholders reflects our own. I want to give a special thanks to the Centerspace team. I'm very proud of what our team has accomplished, and I'm confident that IRT's leadership will further our commitment to providing great homes for our residents, opportunities for our team members, and returns for our shareholders.
With that, Jim is ready to walk through the financial impacts.
Thank you, Anne. Good morning, everyone. I am going to go over the structure and consideration of this transaction, the earnings impact and synergies, the balance sheet, and lastly, the growth upsides beyond the near-term synergies. Centerspace will combine with IRT in a 100% stock for stock merger. Each Centerspace common share and limited operating partnership unit will convert into 3.8 shares or units of IRT, resulting in the issuance of approximately 67.6 million IRT shares in OP units. On a fully diluted basis, IRT shareholders will own approximately 78% of the combined company, and Centerspace shareholders will own approximately 22%. The transaction is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes. Pro forma, the combined company will have an equity market capitalization of approximately $5 billion and a total enterprise value of approximately $8.1 billion.
On earnings and synergies, we expect the transaction to be approximately five percent accretive to 2027 Core FFO per share on a leverage-neutral basis. Supporting our accretion is approximately $24 million of identified annualized synergies. Roughly $19 million of that comes from corporate, general, and administrative overlap. The remaining synergies come from property-level and platform efficiencies as we move onto a single operating system and near-term incremental revenue opportunities. The vast majority of these synergies will be achieved within the first 12 months of closing. One data point that frames the efficiency gain. On a pro forma basis, G&A load as a percentage of assets falls to 37 basis points for the combined company. That is a 24% reduction versus IRT standalone and a 57% reduction versus Centerspace standalone.
It places the combined company well below the REIT sector average of 61 basis points and in line with some of our larger multifamily peers. When we merged with Steadfast back in 2021 and Trade Street in 2015, we established synergy targets at announcement and ultimately exceeded them both of those transactions. We have used the same ground-up approach here, and as always, we will work to capture additional synergies and efficiencies beyond those announced as the integration process develops. Regarding our balance sheet, we expect the combined company to maintain our current BBB investment grade rating from both Fitch and S&P, with a well-laddered maturity profile and minimal near-term maturities. In connection with closing, we plan to repay Centerspace's outstanding unsecured notes and to assume secured debt of approximately $500 million. The average interest rate on this debt is 3.5%.
Centerspace does have one mortgage maturing on January 1, 2027, and we are not anticipating it will be assumed, and instead expect it to be repaid on or before closing. The average remaining term of the planned assumptions is 10 years. To delever the combined balance sheet and have the transaction be leverage neutral, we are planning to sell approximately $140 million of assets and have modeled the dispositions at a 5.75% economic cap rate. IRT expects to maintain its quarterly dividend of $0.18 per share following closing. Centerspace will continue to pay its regularly quarterly dividends of $0.77 per share, except in the quarter which the closing occurs, in which Centerspace will declare and pay a stubbed cash dividend of $0.09 per share, prorated for the number of days elapsed in the quarter prior to closing.
Before handing the call back to Scott, let me discuss the growth upside beyond the immediate synergies. The $24 million of synergies is the near-term, highly visible piece of the story. It is not the whole story. The reason we can say that this transaction improves our growth profile is what the larger platform does for two internal growth engines that we can fund out of free cash flow. First is the value add. We have renovated approximately 12,500 units to date at IRT, generating a return on investment of 16%. Coming into this transaction, our remaining identified pipeline within IRT is approximately 10,000 units. Centerspace brings approximately 3,200 more units, taking the combined runway to roughly 13,200 units. Those Centerspace assets are predominantly in undersupplied markets where rent growth is inflecting, which is precisely the environment in which renovation capital is most productive.
This incremental volume adds additional years to the existing value-add runway at IRT. The second is our community Wi-Fi program. We launched our community Wi-Fi program this year, covering approximately 18,000 apartment units, which are on track to generate approximately $11 million of incremental annualized revenue in 2027. This recurring high-margin other property revenue is also better for residents, manage bulk delivered internet at a lower cost than they could buy individually. Looking ahead to future Wi-Fi rollout, the additional runway is now approximately 25,000 units, roughly 15,000 units from the legacy IRT portfolio, and now approximately 10,000 units from Centerspace. Both the value-added Wi-Fi opportunity will build over the next few years, and we expect it to enhance our returns over the longer term. Both are high return, low risk sources of growth, and they are funded entirely out of retained cash flow.
Both boards have unanimously approved the transaction. We expect to close as early as the end of the fourth quarter of 2026, subject to shareholder approval, timing of some lender consents, and other customary closing conditions. With that, Scott, I'll hand it back to you.
Thank you, James. This merger significantly enhances our scale and diversification and delivers immediate earnings accretion on a leverage-neutral basis while preserving balance sheet strength. Since our IPO, IRT's total shareholder return has outperformed our non-gateway peers. We did not get here by growing for growth's sake. We got here by owning the right assets in the right submarkets and running them well. This transaction is consistent with our core strategy, and I believe it puts us in a stronger position to continue generating attractive risk-adjusted returns for our shareholders. I want to thank Anne and the Centerspace team for their professionalism they have brought to this process, and I want to thank our team for their continued hard work and dedication to our residents and shareholders. With that, operator, we are ready to take questions.
We will now begin the question and answer session. Please limit yourself to one question and one follow-up. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Eric Wolfe with Citi. Your line is open, Eric. Please go ahead.
Thanks. It's Nick Joseph here with Eric. Scott, you talked about why scale matters. Do you have a sense for how much of the portfolio you could ultimately end up selling? I think you'll have 22% of your NOI across 15 markets and around 30 markets in total. So what do you think that looks like in two-three years? You touched on this a bit, but why does it make sense to lower your Sun Belt market exposure at a time when these markets are starting to recover?
Hey, Nick. I think that you're right. Your voice is a little muffled, but if I can restate the question, you're basically asking us, how much of the Centerspace portfolio do you think we'll sell over the next few years? Because, again, the view of the Sun Belt's re-inflecting versus the Midwest. Is that right?
Yeah, just how much total you may sell, and then the strategic rationale of why lower the exposure to the Sun Belt right now as we're starting to see this inflect more positively.
Okay. Again, Nick, it's really hard to hear you. Ultimately, here's what I'll say. As Scott had mentioned in his prepared remarks regarding the strategic rationale, and Scott, maybe you want to chime in again on that. Obviously, the portfolio of Centerspace is located primarily in Minneapolis and Denver. Those markets, especially Minneapolis, have been very stable and low volatility and rent growth. If you look at the data sources, there's actually a fairly robust rent growth trajectory over the next few years, all at lower volatility. As we also mentioned in my prepared remarks, just that incremental growth from both value add and Wi-Fi continues to provide that earnings growth trajectory down the future and only enhances the overall growth that's going to be flowing off the Sun Belt portfolio in the next few years.
Scott, feel free to chime in.
No, I think you covered it, James.
Great. Hey, this is Eric. Just follow up on Nick's question. I guess how much are you assuming is sold to get to the five percent accretion estimate? I know you mentioned $140 million in your prepared remarks, and also in the presentation. But I guess if you end up selling more than that, and I think Centerspace was planning on selling more than that based on the most recent presentations. I guess could that eat into that five percent accretion estimate? Are you confident that you're only going to sell, say, around $140 million or something around there?
Yeah, we're very confident that we'll only sell the $140 million. Obviously, we've had a very robust and consistent capital recycling program at IRT for years, and we've always done it on an earnings neutral/earnings accretive situation. If we do decide to sell other assets down the road, which currently are not planned for, we think it'll only be beneficial to the combined portfolio down the road.
Okay. Thank you.
Your next question comes from the line of Jamie Feldman with Wells Fargo. Your line is open, Jamie. Please go ahead.
Great. Thanks for taking the question. Can you talk a little bit more about your experience with Steadfast and Trade Street? I think some of the incoming commentary from the Street is just concerns about integration risk and execution risk on this transaction. Maybe talk more about what does give you the confidence that you'll be able to stick the landing and things will go smoothly.
Sure. Thanks for the question. This is Scott Schaeffer. First of all, the Steadfast merger integration was with a much larger company that also had tremendous overlap of the portfolio geography. That caused a little bit of friction at times because we were working through which employees and which markets were going to continue with the combined portfolio. The situation here is much different. First of all, Centerspace is much smaller. It's about a quarter of our size rather than more than doubling it. The markets are completely independent other than some small overlap in Colorado. The integration here will be more of back office systems rather than people. The integration of the people is where you end up having most friction.
Okay. You'll have a lot of markets that are kind of three percent-four percent or less. I think it's almost two-thirds of the portfolio spread pretty widely across the country. Just in terms of operations post-transaction, how do you plan to manage that? Do you think you're going to want to beef up any of your markets to have more scale, or are you happy with this three percent -four percent in a lot of markets type portfolio? You said it's a people business, but that's a lot of people in a lot of places. Can you just talk more about that?
Sure. We're happy with three percent -four percent . As we talked about this, and we had in our prepared remarks that no market is more than 11%, which is good diversification. But even at three percent or four percent, there's enough concentration that we can keep good teams in place and manage the properties well. We are always looking to recycle when appropriate. That's something that we've done in the past, and we will continue to look at that going forward. But at this point, we're happy with the markets, and we're happy with the communities, and we think that post-integration, the accretion targets are well within reach.
Okay. Thank you.
Your next question comes from the line of John Pawlowski with Green Street. Your line is open, John. Please go ahead.
Hey, good morning. James, are you able to put some brackets around the upfront transaction costs we should expect you guys to incur?
Yeah. Right now it's modeled to be about 3.5% of the transaction value, which is just over $2 billion.
Okay. Just curious for high-level thoughts, how you guys got comfortable with some of these, I guess, more secondary or tertiary markets in Montana, North Dakota, even some assets well outside of Denver. Are you concerned that these markets will just run at a little bit of a lower long-term growth rate that is going to dilute the long-term organic growth profile of IRT's portfolio?
No, actually, it is a great question because it was something that we looked at very early on in this process. The way we got comfortable was is that all of these markets are very low supply. There is just nothing being built. There is nothing being added, while there is some population growth, which is what is going to drive good, stable occupancy and ultimately rent growth. While they may not be as dynamic as some other markets in the country, there is low volatility and really no additions to supply. These communities have performed well and will continue to perform well. Anne, please feel free to jump in. You have managed these for years, so you may have some more color.
Yeah, sure. I think some of these markets are small, North Dakota, Billings. Even, we are public, you could look at the history there. In those markets, we have seen steady growth, and particularly through these times where there have been significant supply influxes across the Sun Belt and in markets like Denver and even on the coast. Markets like North Dakota have been consistently growing five percent-seven percent. We see that in the good times, but we also see that hold. I do think that the combination of this portfolio, which will have the very strong growth narrative and fundamentals with the Sun Belt markets and Denver turning the corner, coupled with this really steady pace of these lower volatility and lower supply markets, it is a very strong combination and should produce very good results for the shareholders.
Your next question comes from the line of Rich Anderson with Cantor Fitzgerald. Your line is open, Rich. Please go ahead.
Thank you. Good morning. When I started reading the press release, I saw synergies and it started to read a little bit like a merger of equals. I know it's not. Centerspace has been through its process and landed on the asset sales in June, and now we're here. I'm wondering if I were to write the proxy for you, did EQR AvalonBay give you any cues into how to make this combination work? How did it come to fruition after Centerspace went through its process, now this merger happens? I'm just curious if the chapter two of the conversation came with a few hints from EQR AvalonBay.
Yeah. Rich, this is James Sebra . Obviously, nice to meet you, and we appreciate your time, and certainly Anne or Scott, feel free to chime in. When it comes to the background of the merger, we will be filing an S-4 proxy, most likely later this month. That will detail all those points. That'll provide a lot more color in terms of the background of the transaction and kind of where it came from.
Okay. Fair enough. On the asset sales, are there any exit markets? You might have said if you did, I apologize. Are there any exit markets in that 140? As a subset to that question, what do you mean by complementary markets when you say we're Sunbelt, they're Midwest, Mountain West? What defines complementary to you? Just the fact that you don't have overlap, is that what you mean by that? Thanks.
Yes, generally, and that the Midwest is much more stable and less volatility, while the Sunbelt seems to be higher growth, but also a little more volatile. So that's why they're complementary. It brings growth with additional stability to the existing IRT portfolio.
Okay. On the exit. Yeah.
Yeah, the exit markets. We haven't announced anything specific on the actual assets to be sold. We'll be working on that over the next few months as we kind of get ready for closing.
Okay. Thanks very much.
Your next question comes from the line of Ami Probandt with UBS. Your line is open, Amy. Please go ahead.
Morning. Thank you. Do you still expect to be paying a special dividend to distribute proceeds from the Centerspace strategic review?
Thanks, Amy. Great to chat with you. Anne, feel free to kind of chime in. I think what I would say is that the Centerspace process around kind of identifying REIT taxable income, estimating it for the year, looking at the impact of this transaction on it, all of that is still kind of ongoing. We will be revisiting that as we get ready for closing. We will be able to kind of announce and share with shareholders on the third quarter call, the expectation. Anne, feel free to chime in.
No, I think that covers it, Amy. We had some expectations of the requirement and gave some estimates around that and held that cash on hand. Those estimates are still under review, what would be required or may not be required. This merger and the impact of that certainly may impact it. As james said, we will be reviewing that, and we will obviously update as we have more information.
Got it. Thank you. Maybe I will ask Rich this quest-
Amy, you cut out.
Amy has cut out. We will move up to the next question from the line of Alexander Goldfarb with Piper Sandler. Your line is open, Alexander. Please go ahead.
Hey, thank you, and good morning down there. Two questions. The first one is, you guys give a lot of praise to the Midwest, and for those of us who have covered Centerspace for a while, it has been pretty clear that their markets were underappreciated. But you guys are hyping them in a way that is good to hear, and yet you are still saying that your focus is going to be more Sunbelt, which has been prone to a lot of supply and a lot more volatility. Why wouldn't you look to increase some of the Midwest or certainly look at other Midwestern markets that have low supply, good economic growth, more stability? Why wouldn't increasing some of that, I am not saying overweight it, but why not increasing it? Why wouldn't that be a good thing?
Well, we are increasing our Midwest exposure with this transaction. When you look at the results over an extended period of time, the Sunbelt has consistently outperformed. We expect it to outperform again in the future, or going forward, I should say. We have come through a significant supply wave, and that has come to an end. Now the Sunbelt will have much better supply-demand dynamics. Strong population job growth with limited additions to supply over the next three- four years. That is a great runway for above-market growth. We are hyping the Midwest because the Midwest. First of all, we already have an exposure to the Midwest. It has performed very well with low volatility, and we expect it to continue to perform well with low volatility. But it will not be Sun- As the Sunbelt going forward, in our opinion.
Okay. The second question is, on the five percent earnings accretion to Core FFO 2027, you mentioned Centerspace, which has really low cost of debt, 3.6%. Is that five percent adjusted for GAAP marked market of debt and everything else, or is that a cash five percent whereas the GAAP number would be different?
Yeah, that's a cash five percent . The GAAP number, again, because interest rates today are higher, would actually be a lower accretion. What we did with the Steadfast merger many years ago, it was actually the opposite, right? The cash interest or the cash accretion was lower and the GAAP accretion was more. From an FFO and Core FFO perspective, we focus on the cash accretion.
But you think is it still accretive on a GAAP basis?
It is, yes.
Okay. Thank you.
Your next question comes from the line of Peter Abramowitz with Deutsche Bank. Your line is open, Peter. Please go ahead.
Yeah, thank you for taking the questions. Just in terms of the cost synergies that you've talked about, could you talk about the timing of when they're all expected to be in place?
Sure. Hey, Peter, good morning. As I mentioned in my prepared remarks, there are some initial G&A synergies that really should be in place pretty quickly after closing. Again, it's a lot of the back office overlap, et cetera. There are certainly the operating synergies. Some of those synergies come from things that should be very easy to achieve, like moving from one insurance policy to the other insurance policy, our procurement team and how we do buy stuff as well as obviously larger scale allows us to buy things even cheaper. There are some incremental revenue opportunities on like renter's insurance and other things that takes a little bit of time, just as the leases roll. But they're relatively small pieces of the overall synergy number.
Okay, I appreciate that. I know you included, I think a footnote or something in the earnings release that there is some small opportunity for synergies on the revenue side. Could you talk about maybe some of the opportunities there if there's upside down the road? Also in terms of the value add pipeline, are there any efficiencies in terms of the opportunity to enhance returns or anything like that?
Well, I'll take the second piece first, right? Certainly on the value add side, there's always opportunity to get better at what we do. Here at IRT, and I believe Centerspace is the same way, we've always tried to do that. So sure, we'll always look at again, we're able to buy instead of appliances across 32,000 units or 34,000, we'll be able to buy across 44,000 units. So we think that'll certainly provide a little bit lower cost and enhanced returns. I think on the other revenue sides and the synergies, again, from the standpoint of that $5 million of operating synergies, the vast majority of those are primarily kind of on the expense side. There is a little bit of incremental revenue opportunities that we've modeled. Things like I mentioned before, like renter's insurance, et cetera. We think there is certainly some additional upside.
We've talked a lot about kind of our data science efforts earlier this year and how that's kind of improving our renewal growth or renewal kind of increases. We think there's that opportunity. The Centerspace team has done a good job of managing the portfolio, and we're looking forward to just kind of bringing the best of both of our portfolios and processes together to really being able to capture as much of these synergies and efficiencies as we can.
All right. Appreciate it.
Your next question comes from the line of Michael Gorman with BTIG. Your line is open, Michael. Please go ahead.
Yeah, thanks. Good morning. James, maybe just a quick cleanup question. I thought I heard you say in the prepared remarks that you are going to repay the unsecured notes for CSR upon closing. Did I hear that correctly? If so, I am kind of curious about the thought process there, given that it is a relatively low coupon set of notes that are outstanding through 2030.
Yeah. Again, because of the transaction occurring, we expect they will be, I will not say put to us, but we expect that the transaction will require them to be paid off. That is why we model them. Certainly, if we are able to keep them outstanding such that we can lower our overall cost of debt, for sure, but we will still do it on a leverage neutral basis.
Okay. That is helpful. Then maybe just looking at the synergies, if I am doing my math right, the synergy target is kind of 6.5%-7% of 2026 consensus. When you think about getting from there to the five percent accretion in 2027, is that primarily just going towards the timing of those synergies coming online in 2027, or are there other headwinds there that may bring that back to five percent ?
Yeah, sure. No, great question. A couple of things. One, we've modeled it, if you look at 2026, obviously, Centerspace has had some assets outstanding that they've owned throughout the earlier part of the year that they sold and obviously is kind of increasing their call earnings this year that won't be there next year. You got to remove that. Secondly, there's a timing element of the synergies and when they come in terms of 2027. Then third, we've modeled that from an accretion perspective that the preferred shares are fully dilutive. So we took a worst case scenario around them, because those preferred shares can be put to us. It's very low cost preferred, I think 3.8% or 3.9% cost. If they stay outstanding and they don't convert, then that'll be more accretion from just a logical percentage perspective.
Got it. That's very helpful. Thank you.
Your next question comes from the line of Wes Golladay with Baird. Your line is open, Wes. Please go ahead.
Hey. Good morning, everyone. Can you talk about how you got comfortable with taking up exposure to so many new markets? Were you looking at some of these markets already?
Yes, we have been looking at some of them. But again, through this process, we were able to just get comfortable with the actual makeup of the portfolio, the market dynamics and the good job that Centerspace has done over a number of years of management and generating NOI growth. Some of them are new markets for us, but in many instances, they're similar to markets we're already in, just in different parts of the country. There's good people in place on site. We expect to keep most, if not all of them. We will just be moving forward, as Jim said, with the best of both companies' processes and strategies.
Okay. And maybe building upon that last point, you talked about keeping a lot of the people, so that doesn't seem to be an issue on the integration point. Can you maybe talk about how the operating platforms, are they on similar platforms right now from the revenue management perspective?
Anne, you can certainly feel free to chime in. They run what are called the operational platform, relatively similar to us in terms of regional structures and district managers and a centralized support team on various kind of rote processes. They do run, obviously, a revenue algorithm that will come over to our revenue algorithm upon the integration process. But I would just say largely, the real benefit to moving forward with the synergies is to kind of, again, get the best of both companies from the standpoint of the process and how we're structured.
We don't expect it to really have any significant differences from our structure today, except that we'll be able to kind of bring a lot of the data science and analytic work that we've done to really help us into their platform and really provide, again, that incremental outsized growth that we're talking about.
When I speak about employees or team members, I'm speaking about on-site people.
Okay. Thank you.
Thank you.
Your next question comes from the line of Jason Wayne with Barclays. Your line is open, Jason. Please go ahead.
Hi. Good morning. Thanks for the question. Just looking at the 6,000 units in the medium to long term CSR Wi-Fi pipeline, can you just help quantify the earnings opportunity there and over what time frame those can be realized?
Yeah. We know that of their 10,000 units today, there's + or - 3,000 - 4,000 that are available to kind of move into the Wi-Fi program immediately. Because again, the terms of the existing contracts with bulk internet are either out of contract or coming to a very close period of time. The 6,000, I believe, will start in the next few years, once they, again, individual properties get to that window of time. Generally speaking, the internet service providers won't really allow you to kind of amend the contract until they're within two years of the termination date. So we have to get to that period of time. Again, we will obviously work with all the providers and et cetera. But largely speaking, we expect the revenue benefits to be very similar to what we've modeled and have been performing at IRT.
Anywhere from, let's call it $60-$70 of incremental revenue per month per unit, and the cost to be somewhere in that kind of $25-$35 per month.
Got it. Just on the value add, so you mentioned that it's historically generated 16% returns, but those vary a bit by market and by project. So on the 10,000 CSR units you identified for value add, are there any meaningful differences from the IRT portfolio or anything different by market there?
A little hard to hear that, but I think your question was really any differences between the Centerspace kind of return versus ours?
On value add.
In terms of value?
That's right.
Yeah. No, I think generally speaking, again, a lot of their renovation programs are very similar to ours in terms of what they do and the returns they get. There is the opportunity for us on a few of the ones that we've underwritten where the value add lift from a cost perspective isn't as great as what we've historically seen, which might provide a little more return. But again, as we continue down the integration path, we'll be able to update the investors with all this information. Just as a clarity, though, is like the value add and the Wi-Fi is not in the five percent accretion. So that is upside growth on top of that baseline five percent accretion.
That's helpful. Thank you.
The final question comes from the line of Jamie Feldman with Wells Fargo. Your line is open, Jamie. Please go ahead.
Great. Thank you. Just a couple cleanup questions. I guess going back to Alex's question on GAAP versus cash. What is the GAAP? I assume that means FFO growth for GAAP. What is the accretion expected on FFO or GAAP?
Well, again, the FFO will be probably very similar to the GAAP number. I will get back to you, but I believe it is about roughly three percent accretions on a GAAP basis.
3%, and that is with all the synergies you are talking about?
That is all the synergies and just, again, basically market interest rates of all the debt that we are assuming.
Okay. Thank you for that. The $140 million, are those transactions in process, or are those earmarked for sale and going to be marketed soon? Are those transactions maybe CSR had in process? Are they specific markets that you can talk about?
No, they're not in process. As we kind of nail it down and begin to communicate, we'll have more information specifically on the third quarter earnings call.
Okay. Then it sounds like I'm last, so if I could just sneak in another. I think one of the first comments you made when the call started was just the relative growth rate, pre and post, with or without the transaction. Can you just give some color on the same store NOI or even the blend outlook over the next 12 months for standalone IRT versus the combined entity?
So-
Even if you want to go longer than 12 months?
Well, you were limited to one question and one follow-up, but you snuck a third one in. No, unfortunately, we can't speak to that. We're obviously in the process of doing our budgets for next year. Centerspace is beginning their budget process. They haven't given guidance, so, no, we're not prepared to talk on that at the very moment.
Okay. Is $45 million the break fee from the document published this morning?
Yes. The break fee is $45 million for Centerspace and $60 million for IRT.
Okay. All right. Great. Thank you. Appreciate it.
Thank you.
We have reached the end of the Q&A session. I will now turn the call back to IRT's Chairman and CEO, Scott Schaeffer, for closing remarks.
Well, thank you all for joining us this morning. We're excited about the future and look forward to working through the process and the integration. Hope everyone has a good rest of the day. Thank you.
This concludes today's call. Thank you for attending. You may now disconnect.