Company Executing Clearly Defined Strategy
Under New Board and Leadership Team
Highlights Strong Track Record of Stockholder
Returns
Recommends FOR all three Company nominees for
director
Apartment Investment and Management Company (NYSE: AIV) (“Aimco”
or the “Company”), today filed its preliminary proxy materials with
the U.S. Securities and Exchange Commission (“SEC”) in connection
with the Company’s 2022 Annual Meeting of Stockholders (the “Annual
Meeting”). Highlights from the preliminary proxy filing
include:
Aimco has undergone a comprehensive transformation following
the December 2020 spin-off of Apartment Income REIT Corp
(“AIR”)
- Aimco’s new post-spin majority-independent and reconstituted
Board of Directors (the “New Aimco Board”) was appointed following
the closing of the December 2020 spin-off of AIR, whereby
two-thirds of the pre-spin-off Board resigned and was replaced
following a thorough search process assisted by a leading executive
and board search firm.
- Aimco has appointed six of its eight independent directors
within the past 21 months, adding a fresh perspective with relevant
skills in the areas of real estate finance, capital markets,
development and transactions, business operations and board
leadership, while retaining three directors with complementary
skillsets and important historical knowledge of Aimco’s business
operations.
- Aimco also appointed an all-new executive management team
following the spin-off, comprising experienced real estate
executives with fresh perspectives as well as a deep understanding
of the industry, Aimco and its assets.
- Aimco developed and communicated a new strategy for growth,
focused on value-add, opportunistic and alternative investments,
targeting the U.S. multifamily sector.
The New Aimco Board and leadership team have delivered
significant stockholder value during their short tenure
Since the December 2020 spin-off, when the New Aimco Board and
all new management team assumed their current roles, Aimco has
delivered total stockholder returns of 56%1, significantly
outperforming its identified developer peer group, the FTSE Nareit
Equity Apartment Index, the MSCI US REIT Index, the S&P 500,
and the Russell 2000. The Company has made significant progress
over that period across all aspects of its stated growth strategy.
Specific accomplishments include:
- Creating $100 million of value from the monetization of
successfully executed development and redevelopment projects;
- Securing significant, high-quality, future development
opportunities, more than tripling Aimco's controlled pipeline to a
total potential of more than 15 million square feet, located in
high-growth markets;
- Retiring or refinancing more than $1 billion of near-term
liabilities, eliminating substantially all of its floating rate
exposure;
- Entering into a strategic capital partnership with Alaska
Permanent Fund Corporation providing core equity capital for up to
$1 billion of Aimco-led multifamily development projects and
creating the opportunity to earn third-party management fees and
incentive income;
- Unlocking $265 million of asset value by selling three
stabilized multifamily assets at prices above the values in Aimco’s
internal Net Asset Value estimate and by selling a partial interest
in our passive minority investment in the life science developer,
IQHQ, generating a greater than 50% internal rate of return;
- Eliminating various legacy entanglements with AIR through the
early repayment of the $534 million purchase money note, the
reduction of leasehold liabilities from $475.1 million down to $6.1
million, and the amendment of key provisions of the master leasing
agreement with AIR;
- Acquiring approximately 742,164 Aimco shares at a weighted
average price of $5.93 per share and increasing the Company’s share
repurchase authorization from 10 million to 15 million shares;
and
- Building and maintaining a highly qualified and dedicated team
of real estate investment professionals, achieving an all-time
Company record employee engagement score of 4.52, out of 5, based
on independent third-party surveys.
Notwithstanding Aimco’s superior results and the appointment
of the New Aimco Board, Aimco stockholder Land & Buildings has
provided a notice of competing director nominations
In the preliminary proxy statement filed today, Aimco disclosed
that Land & Buildings Investment Management, LLC submitted to
the Company a notice of nomination of three alternative candidates
to stand for election to the Aimco Board of Directors. Aimco is
committed to regular engagement with stockholders, and has held
more than 80 individual meetings with more than 35 current and
prospective stockholders in the past 13 months, including
stockholders representing more than 80% in the aggregate of Aimco’s
outstanding shares of common stock. Following several discussions
with Land & Buildings, evaluation of its perspectives and
review of its candidates, the New Aimco Board and management
strongly believe that Aimco’s three director nominees are best
positioned to continue overseeing Aimco’s growth. While the New
Aimco Board and management are open to continued dialogue with Land
& Buildings, they believe that the alternative candidates are
unlikely to bring any expertise or perspectives that are not
already well represented in the Aimco boardroom and could disrupt
the considerable momentum that the Company has built over the past
21 months.
The New Aimco Board is comprised of highly skilled, diverse and
dedicated directors who have deep experience and a diversity of
viewpoints and are unwavering in their commitment to enhance value
for all stockholders.
________________________ 1 TSR calculation as of September 23,
2022
About Aimco
Aimco is a diversified real estate company primarily focused on
value add, opportunistic, and alternative investments, targeting
the U.S. multifamily sector. Aimco’s mission is to make real estate
investments where outcomes are enhanced through its human capital
so that substantial value is created for investors, teammates, and
the communities in which we operate. Aimco is traded on the New
York Stock Exchange as AIV. For more information about Aimco,
please visit its website www.aimco.com.
Forward Looking Statements
This document contains forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements
include all statements that are not historical statements of fact
and those regarding our intent, belief, or expectations, including,
but not limited to, the statements in this document regarding
future financing plans, including the Company’s expected leverage
and capital structure; business strategies, prospects, and
projected operating and financial results (including earnings),
including facts related thereto, such as expected costs; future
share repurchases; expected investment opportunities; and our 2022
pipeline investments and projects. We caution investors not to
place undue reliance on any such forward-looking statements.
Words such as “anticipate(s),” “expect(s),” “intend(s),”
“plan(s),” “believe(s),” “plan(s),” “may,” “will,” “would,”
“could,” “should,” “seek(s),” “forecast(s),” and similar
expressions, or the negative of these terms, are intended to
identify such forward-looking statements. These statements are not
guarantees of future performance, condition or results, and involve
a number of known and unknown risks, uncertainties, assumptions and
other important factors, among others, that may affect actual
results or outcomes include, but are not limited to: (i) the risk
that the 2022 preliminary plans and goals may not be completed in a
timely manner or at all, (ii) the inability to recognize the
anticipated benefits of the pipeline investments and projects, and
(iii) changes in general economic conditions, including as a result
of the COVID-19 pandemic. Although we believe that the assumptions
underlying the forward-looking statements, which are based on
management’s expectations and estimates, are reasonable, we can
give no assurance that our expectations will be attained.
Risks and uncertainties that could cause actual results to
differ materially from our expectations include, but are not
limited to: the effects of the coronavirus pandemic on the
Company’s business and on the global and U.S. economies generally;
real estate and operating risks, including fluctuations in real
estate values and the general economic climate in the markets in
which we operate and competition for residents in such markets;
national and local economic conditions, including the pace of job
growth and the level of unemployment; the amount, location and
quality of competitive new housing supply; the timing and effects
of acquisitions, dispositions, redevelopments and developments;
changes in operating costs, including energy costs; negative
economic conditions in our geographies of operation; loss of key
personnel; the Company’s ability to maintain current or meet
projected occupancy, rental rate and property operating results;
the Company’s ability to meet budgeted costs and timelines, and, if
applicable, achieve budgeted rental rates related to redevelopment
and development investments; expectations regarding sales of
apartment communities and the use of proceeds thereof; the ability
to successfully operate as two separate companies each with more
narrowed focus; insurance risks, including the cost of insurance,
and natural disasters and severe weather such as hurricanes;
financing risks, including the availability and cost of financing;
the risk that cash flows from operations may be insufficient to
meet required payments of principal and interest; the risk that
earnings may not be sufficient to maintain compliance with debt
covenants, including financial coverage ratios; legal and
regulatory risks, including costs associated with prosecuting or
defending claims and any adverse outcomes; the terms of laws and
governmental regulations that affect us and interpretations of
those laws and regulations; possible environmental liabilities,
including costs, fines or penalties that may be incurred due to
necessary remediation of contamination of apartment communities
presently or previously owned by the Company; activities by
stockholder activists, including a proxy contest; the Company’s
relationship with each other after the consummation of the business
separation; the ability and willingness of the Company and their
subsidiaries to meet and/or perform their obligations under any
contractual arrangements that are entered into among the parties in
connection with the business separation and any of their
obligations to indemnify, defend and hold the other party harmless
from and against various claims, litigation and liabilities; and
the ability to achieve some or all the benefits that we expect to
achieve from the business separation.
In addition, the Company’s current and continuing qualification
as a real estate investment trust involves the application of
highly technical and complex provisions of the Internal Revenue
Code and depends on the Company’s ability to meet the various
requirements imposed by the Internal Revenue Code, through actual
operating results, distribution levels and diversity of stock
ownership.
Readers should carefully review the Company’s financial
statements and the notes thereto, as well as the section entitled
“Risk Factors” in Item 1A of the Company’s Annual Report on Form
10-K for the year ended December 31, 2021 and in Item 1A of the
Company’s Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2022 and June 30, 2022, and the other documents the
Company files from time to time with the SEC. These filings
identify and address important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements.
These forward-looking statements reflect management’s judgment
as of this date, and the Company assumes no (and disclaims any)
obligation to revise or update them to reflect future events or
circumstances.
We make no representations or warranties as to the accuracy of
any projections, estimates, targets, statements or information
contained in this document. It is understood and agreed that any
such projections, estimates, targets, statements and information
are not to be viewed as facts and are subject to significant
business, financial, economic, operating, competitive and other
risks, uncertainties and contingencies many of which are beyond our
control, that no assurance can be given that any particular
financial projections or targets will be realized, that actual
results may differ from projected results and that such differences
may be material. While all financial projections, estimates and
targets are necessarily speculative, we believe that the
preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the
projection, estimate or target extends from the date of
preparation. The assumptions and estimates underlying the
projected, expected or target results are inherently uncertain and
are subject to a wide variety of significant business, economic and
competitive risks and uncertainties that could cause actual results
to differ materially from those contained in the financial
projections, estimates and targets. The inclusion of financial
projections, estimates and targets in this presentation should not
be regarded as an indication that we or our representatives,
considered or consider the financial projections, estimates and
targets to be a reliable prediction of future events.
Important Additional Information and
Where to Find It
The Company has filed a preliminary proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) in connection
with the solicitation of proxies for the Company’s 2022 annual
meeting of stockholders (the “2022 Annual Meeting”). Prior to the
2022 Annual Meeting, Aimco will file a definitive proxy statement
(the “Proxy Statement”) together with a WHITE proxy card.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain, free of
charge, copies of the Proxy Statement, any amendments or
supplements thereto and any other documents (including the WHITE
proxy card) when filed by the Company with the SEC in connection
with the 2022 Annual Meeting at the SEC’s website
(http://www.sec.gov) or at the Company’s website
https://investors.aimco.com) or by contacting MacKenzie Partners,
Inc. by phone toll-free at (800) 322-2885 or at (212) 929-5500, by
email at proxy@mackenziepartners.com or by mail at 1407 Broadway,
27th Floor, New York, New York 10018.
Participants in the
Solicitation
The Company, its directors and certain of its executive officers
and other employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
Solicitation. Additional information regarding the identity of
these potential participants, none of whom, other than Terry
Considine, owns in excess of one percent (1%) of the Company’s
shares, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the applicable
Solicitation Statement and other materials to be filed with the SEC
in connection with the Solicitation. Information relating to the
foregoing can also be found in the Company’s combined annual report
on Form 10-K (the “2021 Annual Report”), filed with the SEC on
March 1, 2022. To the extent holdings of the Company’s securities
by such potential participants (or the identity of such
participants) have changed since the information printed in the
2021 Annual Report, such information has been or will be reflected
on Statements of Change in Ownership on Forms 3 and 4 filed with
the SEC. You may obtain free copies of these documents using the
sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220928005963/en/
Matt Foster Sr. Director, Capital Markets and Investor Relations
(303) 793-4661 investor@aimco.com MacKenzie Partners, Inc. Dan
Burch 212-929-5748 Dburch@mackenziepartners.com Matthew Sherman /
Andrew Siegel / Greg Klassen Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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