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seccommentletterresponse

         1835 Market Street, Suite 2601  Philadelphia, PA 19103    January 4, 2024  Mr. Eric McPhee  Mr. Mark Rakip  Division of Corporation Finance  Securities and Exchange Commission  Washington, D.C. 20549  Re: Independence Realty Trust, Inc.   Form 10-K for the Fiscal Year Ended December 31, 2022   Form 10-Q for the Quarterly Period Ended September 30, 2023   File No. 001-36041  Dear Mr. McPhee and Mr. Rakip,    Independence Realty Trust, Inc. (the “Company”) respectfully submits this letter in response to the  comments received from the staff (the “Staff”) of the Division of Corporation Finance of the U.S.  Securities and Exchange Commission (the “Commission”) by letter dated December 20, 2023. For ease of  reference, the Staff’s comments are repeated below in bold italics preceding the response.    Form 10-Q for the quarterly period ended September 30, 2023    Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations    Current Developments    Capital Recycling and Portfolio Reorganization and Deleveraging Strategy, page 27    We note your disclosure that negotiations of sales of certain properties under your Portfolio  Optimization and Deleveraging Strategy plan could result in the recognition of an impairment loss in  the fourth quarter 2023. We also note your disclosure within your Form 8-K filed on October 30, 2023,  that you will be required, under GAAP, to record an impairment charge in the fourth quarter 2023 that  you currently estimate to be between $23 and $25 million, and that you expect to incur impairment  charges in the fourth quarter of 2023 related to certain other properties, ranging between $32 and $38  million. Please tell us what considerations you gave to expanding your discussion herein consistent  with the material impairments section of your earnings release quantifying the impairment charges  estimated to be incurred during the fourth quarter of 2023. Additionally, tell us what consideration you  gave to disclosing and/or recognizing any of these impairment charges within your financial  statements during the quarter ended September 30, 2023. Your response should address your  consideration of ASC 855-10-25.    Response:     As noted in the Staff’s comment, our Current Report on Form 8-K filed on October 30, 2023 (the “Form  8-K”) disclosed our determination that we will be required to record an impairment charge in the fourth  quarter of 2023 in an estimated range of between $23 and $25 million related to three of the nine  properties targeted for sale as part of our “Portfolio Optimization and Deleveraging Strategy” (sometimes

    referred to as the “Strategy” and discussed further below). In recognition of the early stages of sales  activities in respect of the other six properties, the Form 8-K disclosed our expectation, based on then  available information, of recording additional impairment charges in the fourth quarter of 2023 in an  estimated range of between $32 and $38 million. Our earnings release furnished with the Form 8-K  expressed the substance of the foregoing in a more generalized fashion and combined the estimated  impairment charges for the fourth quarter into the aggregate range of $55 to $63 million for the nine  properties. Our Quarterly Report on Form 10-Q filed on October 31, 2023 (the “Q3 Form 10-Q”)  described our Portfolio Optimization and Deleveraging Strategy and indicated that properties may be sold  for less than their carrying amounts resulting in impairment losses, without repeating the quantification of  the impairment range.    In light of the Staff’s comment as to the quantification of the impairment range in the Form 8-K and  earnings release, and not in the substantially contemporaneous Q3 Form 10-Q, we advise the Staff that in  the future, when we present quantitative information in an earnings release as to expected impairment  ranges or amounts, we will include the quantitative information in our corresponding periodic report.    With regard to the Staff’s comment as to our consideration of disclosure and/or recognition of the  impairment charges in the third quarter financial statements, we evaluated our entire portfolio as of  September 30, 2023 for events and changes in circumstances that indicate that the carrying amount of our  assets may not be recoverable in accordance with guidance in ASC 360-10-35-21 and concluded that  none of our properties had indicators that their carrying amounts may not be recoverable except for one  property in Chicago, Illinois.  The Chicago, Illinois property met the criteria for held for sale accounting  as our Board of Directors had previously authorized its sale, it had been marketed for sale, and there were  active negotiations with buyers.  Based on all then available information, including the status of  negotiations, we expected that the property would be sold, net of costs of sale, for less than its carrying  value and, accordingly, we recognized an $11.3 million impairment charge in our third quarter financial  statements. As explained further below, we concluded that, as of September 30, 2023, none of our other  properties had indicators that their carrying amounts may not be recoverable and it was not more likely  than not that any other properties would be sold before the end of their useful lives.    Subsequent to September 30, 2023, we formulated the Portfolio Optimization and Deleveraging Strategy  that would involve sales of additional assets in order to accelerate our existing strategic plan to reduce  indebtedness and achieve an investment grade rating. Given the size of the Strategy, approval from our  Board of Directors would be required as it exceeded management’s authority.  On October 17 and 18,  2023, the Strategy was presented to and discussed with our Board of Directors.  On October 26, 2023,  after finalizing estimated sales prices, the Strategy was approved by our Board of Directors. Our Q3 Form  10-Q disclosed this information along with the related Form 8-K and earning release. In light of the  foregoing, we concluded that it was not until the Portfolio Optimization and Deleveraging Strategy was  fully formed, discussed with, and approved by, our Board of Directors that it became more likely than not  that the other nine properties would be sold before the end of their useful lives. Since this trigger for a test  for recoverability occurred after the balance sheet date and there were no other events or changes in  circumstances that would require tests for recoverability, we did not further assess the other nine  properties for recoverability as of September 30, 2023.      In the preparation of our third quarter financial statements, we considered ASC 855-10-25-1: “An entity  shall recognize in the financial statements the effects of all subsequent events that provide additional  evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in  the process of preparing financial statements.”  Since the Strategy was formulated subsequent to  September 30, 2023 and the additional property sales contemplated by the Portfolio Optimization and  Deleveraging Strategy required approval of the Board of Directors, with such approval occurring after the  balance sheet date, we concluded that the condition that the properties would more likely than not be sold  before the end of their useful lives did not exist as of September 30, 2023. However, in accordance with  ASC 855-10-50-2, we concluded that the subsequent event should be disclosed. Therefore, we disclosed  the nature of the event and its expected effect on our financial statements in our Q3 Form 10-Q.

If you have any questions or would like further information concerning our response, please do not  hesitate to contact me (267) 270-4800.  Sincerely,  /s/ JAMES J. SEBRA_______________ James J. Sebra  Chief Financial Officer and Treasurer  cc: Michael Friedman, Troutman Pepper