Apartment Investment and Management Company (NYSE: AIV) (“Aimco”
or the “Company”), following extensive engagement with and feedback
from stockholders, today announced several actions to accelerate
value creation and enhance corporate governance.
Since the December 2020 spin-off of Apartment Income REIT (AIR),
Aimco has successfully executed a growth strategy focused on value
add, opportunistic and alternative investments, targeting the U.S.
multifamily sector. The Company has effectively managed its
high-quality portfolio of real estate investments, fortified its
balance sheet, substantially added to its pipeline of development
opportunities, sourced growth capital and simplified its story
through further separation from AIR Communities. These important
milestones were reached more than a year earlier than originally
projected.
The implementation and acceleration of the Aimco strategy has
resulted in total stockholder returns of 45%1, significantly
outperforming the Company’s identified developer peer group2, the
FTSE NAREIT Equity Apartments Index, the MSCI US REIT Index, the
S&P 500 Index and the Russell 2000 Index.
The Company has also consistently prioritized investor
engagement and, over the past 13 months, has met with stockholders
representing more than 80% of Aimco’s outstanding shares of common
stock.
As a direct result of these discussions and the maturing of the
Aimco business, Dary Stone, Chairman of the Nominating,
Environmental, Social, and Governance Committee, announced that the
Board has decided to take the following actions:
- Declassify the Board in 2023: Given the success of
Aimco’s strategic plan, the Aimco Board will accelerate the
Company’s previously planned transition to annual elections for all
directors for one-year terms beginning at the 2023 annual
meeting.
- Opt out of MUTA: The Aimco Board will opt out of the
provisions of the Maryland Unsolicited Takeover Act, or MUTA, that
allow it to re-classify the Board without the approval of
stockholders.
- Transition Timing of the Annual Meeting Date: The Board
intends to move the date of the Company’s annual meeting so the
2024 annual meeting will be held by the end of the second quarter
of 2024.
While Aimco’s reconstituted Board and new management team have
outlined and implemented a clear strategy for the Company that has
delivered strong results, the Board is mindful that Aimco shares
have continued to trade at a meaningful discount to the inherent
value of the Company’s assets and growing platform.
Therefore, the Aimco Board is overseeing the evaluation of a
broad range of options to enhance stockholder value, including, but
not limited to, structural alternatives for the Company’s assets,
new capitalization and financing strategies for Aimco’s development
platform and pipeline, monetization of certain of the Company’s
assets and accelerated share repurchases.
The evaluation and execution of a value enhancing plan will
carefully consider the current market conditions and is being led
by the Board’s Investment Committee, chaired by Michael Stein, who
has considerable experience with similar efforts to unlock
stockholder value.
There can be no assurance that the review will result in any
transaction or other change or outcome. Aimco does not intend to
comment further until it determines that further disclosure is
appropriate or necessary.
1 From spinoff date (December 14, 2020) through October 31, 2022
2 Includes AHH, CLPR, CSR, ELME, FOR, FPH, HHC, IRT, JBGS, JOE,
STRS, TRC, and VRE (per AIV 2021 10 K); represents simple
average
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 2023 preliminary plans and goals may not be completed in a
timely manner or at all, (ii) the inability to recognize the
anticipated benefits of pipeline investments and projects, (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; 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 risk of the timing of our
stockholder value enhancement review and the risk that we will not
identify any value enhancing options or that we will not
successfully execute or achieve the potential benefits of any such
options.
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, June 30, 2022, and September 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221115005744/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
Andrew Siegel / Greg Klassen / Adam Pollack Joele Frank,
Wilkinson Brimmer Katcher (212) 355-4449
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