8-K
filed July 1, 2024, 7:59 PM ET
CIK 0001820877
M&A
confidence high
sentiment neutral
materiality 1.00
Apartment Income REIT Corp.: M&A transaction — Blackstone completes ~$10B acquisition of AIR Communities at $39.12/share, taking it private
Apartment Income REIT Corp.
- All-cash deal valued at ~$10B including debt; $39.12 per share paid to common stockholders.
- $2.65B mortgage loan obtained from bank syndicate; SOFR + 2.00%, matures June 2026 with two 1-yr extensions.
- Board resigns: Keltner, Bohjalian, Finney-Cooke, Murphy, Paláu-Hernández, Rayis, Sperling, Nina Tran leave; Werner, Hamid, Reyes, McCallum, Cohn appointed.
- NYSE delisting effective June 28, 2024; Form 25 filed, Form 15 to follow; Partnership to continue SEC reporting.
- Special cash distribution of $7.70 per Partnership Common Unit paid ($79M total); valuation policy adopted for unit redemptions.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Margarita Paláu-Hernández resigned as Director at Apartment Income REIT Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas L. Keltner, Thomas N. Bohjalian, Kristin Finney-Cooke, Devin I. Murphy, Margarita Paláu-Hernández, John D. Rayis, Ann Sperling and Nina A. Tran resigned from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott McCallum was appointed as Director at Apartment Income REIT Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
Jacob Werner, Asim Hamid, Richard Reyes and Scott McCallum, who are employed in Blackstone’s Real Estate Group, and Lisa R. Cohn, our President, General Counsel and Secretary, were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Devin I. Murphy resigned as Director at Apartment Income REIT Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas L. Keltner, Thomas N. Bohjalian, Kristin Finney-Cooke, Devin I. Murphy, Margarita Paláu-Hernández, John D. Rayis, Ann Sperling and Nina A. Tran resigned from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nina A. Tran resigned as Director at Apartment Income REIT Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas L. Keltner, Thomas N. Bohjalian, Kristin Finney-Cooke, Devin I. Murphy, Margarita Paláu-Hernández, John D. Rayis, Ann Sperling and Nina A. Tran resigned from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Reyes was appointed as Director at Apartment Income REIT Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
Jacob Werner, Asim Hamid, Richard Reyes and Scott McCallum, who are employed in Blackstone’s Real Estate Group, and Lisa R. Cohn, our President, General Counsel and Secretary, were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jacob Werner was appointed as Director at Apartment Income REIT Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
Jacob Werner, Asim Hamid, Richard Reyes and Scott McCallum, who are employed in Blackstone’s Real Estate Group, and Lisa R. Cohn, our President, General Counsel and Secretary, were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kristin Finney-Cooke resigned as Director at Apartment Income REIT Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas L. Keltner, Thomas N. Bohjalian, Kristin Finney-Cooke, Devin I. Murphy, Margarita Paláu-Hernández, John D. Rayis, Ann Sperling and Nina A. Tran resigned from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas L. Keltner resigned as Director at Apartment Income REIT Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas L. Keltner, Thomas N. Bohjalian, Kristin Finney-Cooke, Devin I. Murphy, Margarita Paláu-Hernández, John D. Rayis, Ann Sperling and Nina A. Tran resigned from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lisa R. Cohn was appointed as Director at Apartment Income REIT Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
Jacob Werner, Asim Hamid, Richard Reyes and Scott McCallum, who are employed in Blackstone’s Real Estate Group, and Lisa R. Cohn, our President, General Counsel and Secretary, were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas N. Bohjalian resigned as Director at Apartment Income REIT Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas L. Keltner, Thomas N. Bohjalian, Kristin Finney-Cooke, Devin I. Murphy, Margarita Paláu-Hernández, John D. Rayis, Ann Sperling and Nina A. Tran resigned from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Asim Hamid was appointed as Director at Apartment Income REIT Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
Jacob Werner, Asim Hamid, Richard Reyes and Scott McCallum, who are employed in Blackstone’s Real Estate Group, and Lisa R. Cohn, our President, General Counsel and Secretary, were appointed to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ann Sperling resigned as Director at Apartment Income REIT Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas L. Keltner, Thomas N. Bohjalian, Kristin Finney-Cooke, Devin I. Murphy, Margarita Paláu-Hernández, John D. Rayis, Ann Sperling and Nina A. Tran resigned from the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John D. Rayis resigned as Director at Apartment Income REIT Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Thomas L. Keltner, Thomas N. Bohjalian, Kristin Finney-Cooke, Devin I. Murphy, Margarita Paláu-Hernández, John D. Rayis, Ann Sperling and Nina A. Tran resigned from the board of directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Apartment Income REIT Corp. underwent a change of control involving Apex Purchaser LLC, Aries Purchaser LLC, Astro Purchaser LLC and Astro Merger Sub, Inc., affiliates of Blackstone Inc. for $39.12 per share (closed 2024-06-28).
- Action
- change of control
- Counterparty
- Apex Purchaser LLC, Aries Purchaser LLC, Astro Purchaser LLC and Astro Merger Sub, Inc., affiliates of Blackstone Inc.
- Consideration
- $39.12 per share
- Closing
- 2024-06-28
Exact text from the filing
or Merger Sub, issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to $39.12 (the “ Common Stock Merger Consideration ”), without interest and less any applicable withholding taxes; • Stock Options : Each award of options to purchase Company Common Stock
View on SEC.gov
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