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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 25, 2022

 

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

AIMCO OP L.P.

(Exact name of registrant as specified in its charter)

 

 

Maryland (Apartment Investment and Management Company)

 

1-13232

 

84-1259577

Delaware (Aimco OP L.P.)

 

 

0-56223

 

 

85-2460835

 

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation or organization)

 

File Number)

 

Identification No.)

4582 SOUTH ULSTER STREET

SUITE 1450, DENVER, CO 80237

 

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (303) 224-7900

NOT APPLICABLE

(Former name or Former Address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Apartment Investment and Management Company

Class A Common Stock

AIV

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐

 

 

ITEM 1.01. Entry into a Material Definitive Agreement.

 

On May 19, 2022, Aimco Development Company, LLC (“DevCo”), a subsidiary of Apartment Investment and Management Company (the “Company”), entered into an amendment to the Master Leasing Agreement, dated as of December 15, 2020, to allow notices of non-renewal to be delivered until the end of the then-effective term.

 

The foregoing description of the amendment to the Master Leasing Agreement does not purport to be complete and is qualified in its entirety by the full text of the amendment to the Master Leasing Agreement, which is being filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 7.01. Regulation FD Disclosure.

The parties to the Master Leasing Agreement are discussing whether certain additional mutually beneficial amendments are possible.

ITEM 9.01. Financial statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

1.1

Amendment to Master Leasing Agreement by and between Apartment Income REIT, L.P. and Aimco Development Company, LLC, dated as of May 19, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Dated: May 25, 2022

 

 

 

 

 

 

APARTMENT INVESTMENT AND MANAGEMENT COMPANY

 

 

 

 

 

 

 

/s/ H. Lynn C. Stanfield

 

 

 

H. Lynn C. Stanfield

 

 

 

Executive Vice President, Chief Financial Officer

 

 

 

 

 

 

AIMCO OP L.P.

 

 

By: Aimco OP GP, LLC, its general partner

By: Apartment Investment and Management Company, its managing member

 

 

 

/s/ H. Lynn C. Stanfield

 

 

 

H. Lynn C. Stanfield

 

 

 

Executive Vice President, Chief Financial Officer

 

 

 

 

Exhibit 1.1

 

AMENDMENT TO MASTER LEASING AGREEMENT

 

THIS AMENDMENT TO MASTER LEASING AGREEMENT (this “Amendment”) is

made as of May 19, 2022 (the “Amendment Effective Date”) by and between Apartment Income REIT, L.P., a Delaware limited partnership (formerly known as AIMCO Properties, L.P.) (“AIR”), and Aimco Development Company, LLC, a Delaware limited liability company (“DevCo”). AIR and DevCo may be referred to herein each individually as a “Party” and collectively as the “Parties”.

 

RECITALS

 

A.
AIR and DevCo have entered into that certain Master Leasing Agreement, dated as of December 15, 2020, with respect to the leasing of certain real property, including the land and any improvements located thereon as further described therein (as amended from time to time, the “Master Leasing Agreement”).

 

B.
AIR and DevCo desire to amend certain terms of the Master Leasing Agreement as more particularly set forth in this Amendment.

 

AGREEMENTS

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.
Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Master Leasing Agreement.

 

2.
Notice of Termination. Effective as of the Amendment Effective Date, Section 3(a) of the Master Leasing Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof:

 

“(a) Term of this Agreement. The term of this Agreement shall be for eighteen (18) months, commencing on the Effective Date and expiring on the date immediately preceding the eighteenth (18th) month anniversary of the Effective Date (the “Initial Term”), unless earlier terminated as provided in this Agreement; provided, however, that the term of this Agreement shall automatically renew each year for an additional one (1) year period (the Initial Term, as may be extended hereby, the “Term”), unless and until either AIR or DevCo delivers written notice on or before 11:59 p.m. (Mountain time) on the day immediately prior to the end of the then existing term (as extended hereby) to the other electing to terminate this Agreement, in which case this Agreement shall terminate as of the last day of the then existing term.”

 

3.
Miscellaneous.

 

(a)
Full Force and Effect. Except as modified by this Amendment, all of the terms, conditions and provisions of the Master Leasing Agreement shall remain in full force and effect and are hereby ratified and confirmed. The term “Agreement,” as

 

used in the Master Leasing Agreement, shall mean the Master Leasing Agreement, as amended by this Amendment.

 

(b)
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

 

(c)
Electronic Signatures. In order to expedite the transactions contemplated hereby, emailed or DocuSign signatures may be used in place of original signatures on this Amendment. The Parties intend to be bound by the signatures on any emailed or DocuSigned copy of this Amendment, are aware that the other Party will rely on the emailed or DocuSigned signatures, and hereby waive any defenses to the enforcement of the terms hereof based on the form of signature.

 

(d)
Applicable Law. This Amendment shall be subject to the provisions of Section 19(e) of the Master Leasing Agreement, which section is hereby incorporated by reference.

 

 

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2

IN WITNESS HEREOF, the Parties hereto have caused this Amendment to be executed as of the Amendment Effective Date.

 

 

AIR:

APARTMENT INCOME REIT, L.P.,

a Delaware limited partnership

 

 

 

By: AIR-GP, Inc.,

       its general partner,

       a Delaware corporation

 

 

 

By: /s/ Lisa R. Cohn

Name: Lisa R. Cohn

Title: Authorized Person

 

 

 

 

[signatures continue on following page]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Amendment to Master Leasing Agreement]

 

DevCo:

AIMCO DEVELOPMENT COMPANY, LLC,

a Delaware limited liablity company,

 

 

 

By: /s/ Jennifer Johnson

Name: Jennifer Johnson

Title: Authorized Person

 

 

 

 

 

 

 

[end of signature pages]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Amendment to Master Leasing Agreement]