Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Apartment Income REIT Corp.: Added Article X providing exclusive forum provisions for Internal Corporate Claims and Securities Act claims, effective April 7, 2024 (effective 2024-04-07).
- Change
- bylaw amendment
- Effective
- 2024-04-07
Exact text from the filing
On April 7, 2024, the Company Board approved and adopted the first amendment (the “ Bylaws Amendment ”) to the Company’s Amended and Restated Bylaws (the “ Bylaws ”), to add a new Article X that provides that, unless the Company consents in writing to the selection of an alternative forum, (i) the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any Internal Corporate Claim as defined in the Maryland General Corporation Law or any successor provision thereof (the “ MGCL ”), (b) any derivative action or proceeding brought on behalf of the Company, (c) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Company to the Company or its stockholders, (d) any action asserting a claim against the Company or any director, officer or other employee of the Company arising pur
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
Apartment Income REIT Corp. entered into Agreement and Plan of Merger with Apex Purchaser LLC, Aries Purchaser LLC, Astro Purchaser LLC, and Astro Merger Sub, Inc. (affiliates of Blackstone Real Estate Partners X L.P.) valued at Common Stock Merger Consideration: $39.12 per share; Preferred Stock Redemption: $100,000 per share (effective 2024-04-07).
- Action
- entry
- Agreement
- merger
- Counterparty
- Apex Purchaser LLC, Aries Purchaser LLC, Astro Purchaser LLC, and Astro Merger Sub, Inc. (affiliates of Blackstone Real Estate Partners X L.P.)
- Value
- Common Stock Merger Consideration: $39.12 per share; Preferred Stock Redemption: $100,000 per share
- Effective
- 2024-04-07
Exact text from the filing
On April 7, 2024, Apartment Income REIT Corp., a Maryland corporation (the “ Company ”), Apex Purchaser LLC, a Delaware limited liability company (“ Buyer 1 ”), Aries Purchaser LLC, a Delaware limited liability company (“ Buyer 2 ”), Astro Purchaser LLC, a Delaware limited liability company (“ Buyer 3 ” and, together with Buyer 1 and Buyer 2, collectively, “ Parent ”), and Astro Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Parent (“ Merger Sub ” and, together with Parent, the “ Parent Parties ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).
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