8-K

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) June 14, 2022

APARTMENT INCOME REIT CORP.

APARTMENT INCOME REIT, L.P.

(Exact name of registrant as specified in its charter)

Maryland (Apartment Income REIT Corp.)	001-39686	84-1299717
Delaware (Apartment Income REIT, L.P.)	000-24497	84-1275621
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation or organization)	File Number)	Identification No.)

4582 SOUTH ULSTER STREET

SUITE 1700, DENVER, CO 80237

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 757-8101

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
Class A Common Stock (Apartment Income REIT Corp.)	AIRC	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.

Amendment to the Master Leasing Agreement

On June 14, 2022, Apartment Income REIT, L.P. (“AIR OP”) entered into an amendment (the “Amendment”) to the Master Leasing Agreement, dated as of December 15, 2020 (as the same may have been amended, modified, or supplemented from time to time, the “Master Leasing Agreement”), to amend certain terms of the Master Leasing Agreement. The Amendment (i) eliminates the purchase option previously granted to AIR OP under the Master Leasing Agreement; (ii) excludes from the existing right of first offer in favor of AIR OP properties designated by Aimco Development Company, LLC (“DevCo”) to be used in a like-kind exchange; and (iii) grants a new right of first offer in favor of AIR OP with respect to certain real properties owned by DevCo or its subsidiaries that DevCo desires to sell within 12 months after the date on which such property has been stabilized.

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 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment to the Mezzanine Note Agreement and Notes

On June 17, 2022, Aimco JO Intermediate Holdings, LLC (the “Issuer”), AIR OP and AIR/Bethesda Holdings, Inc. entered into an Amendment to the Mezzanine Note Agreement and Notes in order to, among other things, amend the Issuer’s 5.2% Secured Mezzanine Notes due January 31, 2024 (the “Mezzanine Notes”) to (i) make the maturity date August 1, 2022, (ii) permit prepayments, and (iii) modify the definition of the “Make-Whole Amount.”

The foregoing description of the Amendment to the Mezzanine Note Agreement and Notes does not purport to be complete and is qualified in its entirety by the full text of the Amendment to the Mezzanine Note Agreement and Notes, which is being filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 21, 2022, Apartment Income REIT Corp. (“AIR”) issued a press release announcing that it has reached agreement with Apartment Investment and Management Company (“Aimco”) to cancel existing leases at four properties owned by AIR and leased to Aimco for the purpose of their development. Additionally, the press release addresses the matters addressed in item 1.01 of this report.

A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment to Master Leasing Agreement by and between Apartment Income REIT, L.P. and Aimco Development Company, LLC, dated as of June 14, 2022.
10.2	Amendment to Mezzanine Note Agreement by and between Apartment Income REIT, L.P. and Aimco Development Company, LLC, dated as of June 17, 2022.
99.1	Press Release dated June 21, 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, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: June 21, 2022
	APARTMENT INCOME REIT CORP.
		/s/ Lisa R. Cohn
		Lisa R. Cohn
		President and General Counsel
	APARTMENT INCOME REIT, L.P.
	By: AIR-GP, Inc., its General Partner
		/s/ Lisa R. Cohn
		Lisa R. Cohn
		President and General Counsel

EX-10.1

Exhibit 10.1

AMENDMENT TO MASTER LEASING AGREEMENT

THIS AMENDMENT TO MASTER LEASING AGREEMENT (this “Amendment”) is made as of June 14, 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.Right of First Offer. Effective as of the Amendment Effective Date, the Master Leasing Agreement is hereby amended in the following respects:

(a) Section 1 of the Master Leasing Agreement is hereby amended to insert the following provisions in the appropriate alphabetical order:

“Acceptance Period”: As defined in Section 11(a)(iv).

“Acquisition Right”: As defined in Section 10(a).

“Exchange Designation”: As defined in Section 10(a).

“Exchange Transaction”: To the extent a ROFO Property is eligible for a like-kind exchange pursuant to Section 1031 of the Code (or a successor provision), a like-kind exchange pursuant to Section 1031 of the Code (or a successor provision), and, to the extent a ROFO Property is not eligible for a like-kind exchange under Section 1031 of the Code (or a successor provision), an exchange of such ROFO Property for a replacement property designated by DevCo.

“Exchange Property”: As defined in Section 10(a).

“Offer Period”: As defined in Section 11(a)(iii).

“Permitted Sale Period”: As defined in Section 11(a)(iv).

“Reinstated ROFO Property”: As defined in Section 10(a).

“Reinstated ROFO Property Notice”: As defined in Section 10(a).

“Reinstated ROFO Purchase Price”: An amount equal to one hundred one percent (101%) of the sum of (i) the contract price which DevCo paid to the third party seller of such Reinstated ROFO Property and, (ii) except as expressly provided herein, the amount of DevCo’s reasonable actual out-of-pocket costs and expenses incurred in connection with its acquisition of such Reinstated ROFO Property (including, without limitation, all costs relating to the negotiation of the contract to acquire such Reinstated ROFO Property, the inspection of and due diligence performed in connection with such Reinstated ROFO Property, and any third party broker fees and any other costs typically payable by a purchaser of real property), but expressly excluding all costs and expenses incurred in connection with the contemplated Exchange Transaction with respect to such Reinstated ROFO Property.

“Replacement Property”: As defined in Section 10(a).

“ROFO/Stabilized ROFO Closing”: As defined in Section 11(b).

“Stabilized ROFO”: As defined in Section 11(a).

“Stabilized ROFO Notice”: As defined in Section 11(a)(ii).

“Stabilized ROFO Offer”: As defined in Section 11(a)(iii).

“Stabilized ROFO Property”: Any real property owned by DevCo or any of its Subsidiaries (i) that was originally acquired by DevCo or its Subsidiaries after the Effective Date (ii) that had not achieved Stabilization as of such acquisition date but has subsequently achieved Stabilization and (iii) that DevCo or its applicable Subsidiary desires to directly or indirectly sell or otherwise transfer (directly by deed or indirectly by equity interests in any entity that directly or indirectly owns or controls such property) within twelve (12) months following the date on which Stabilization has been achieved.

(b) Section 10(a) of the Master Leasing Agreement is hereby amended to delete the second sentence thereof in its entirety and replace it with the following sentences in lieu thereof:

“No ROFO will apply to any such transfers in respect of any right, title or interest in, to or under, or any rights to acquire, (i) the Parkmerced Loan, (ii) the Parkmerced Option Agreement, (iii) any ownership interest in Parkmerced Investors, LLC, a Delaware limited liability company, (iv) the Seed Properties, (v) the Contributed

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Properties, (vi) any property that has not yet achieved Stabilization at the time of DevCo’s initial investment or (vii) any ROFO Property that has been designated by DevCo, in good faith, for use in connection with, or as part of, an Exchange Transaction (such designated ROFO Property, an “Exchange Property”). In addition, no ROFO will apply to the acquisition by DevCo or any of its Subsidiaries or affiliates of additional ownership interests in any real property (directly by deed or indirectly by equity interests in any entity that directly or indirectly owns or controls any such property) that is owned by DevCo or any of its Subsidiaries. In the event DevCo intends to acquire any ROFO Property that it intends to use as a replacement property in an Exchange Transaction (“Replacement Property”), DevCo will send AIR a ROFO Notice (as defined below) detailing the material terms of the intended acquisition of such ROFO Property (including the contract price and closing date) and the intent to identify such ROFO Property as a Replacement Property (an “Exchange Designation”). At any time that DevCo determines that the Exchange Property will not be used as Replacement Property, then such Exchange Property shall immediately cease to be an Exchange Property and the ROFO will be reinstated in accordance with the terms hereof, and DevCo shall accordingly be required to notify AIR of such determination. In the event that DevCo and/or any of its Subsidiaries acquires the Exchange Property but does not complete a valid Exchange Transaction, then such Exchange Property shall immediately cease to be an Exchange Property and shall instead constitute a “Reinstated ROFO Property” and DevCo shall send written notice of such event to AIR, which notice shall detail the material terms of the Reinstated ROFO Property (including the prior contract price) (a “Reinstated ROFO Property Notice”). Upon receipt of the Reinstated ROFO Property Notice, AIR shall have thirty (30) days to notify DevCo in writing whether or not it intends to acquire the Reinstated ROFO Property from DevCo or its applicable Subsidiary in accordance with the terms and conditions set forth in this Agreement (an “Acquisition Right”). If AIR timely delivers a written notice to DevCo that it intends to exercise its Acquisition Right and proceed with the acquisition of the Reinstated ROFO Property, the Parties shall close on such acquisition pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A), and AIR shall pay to DevCo the Reinstated ROFO Purchase Price. The Parties shall apply the closing mechanics set forth in Section 10(b) of this Agreement as if the Reinstated ROFO Property were a ROFO Property, for such purposes.”

3.Purchase Option. Effective as of the Amendment Effective Date, the Master Leasing Agreement is hereby amended in the following respects:

(a)Section 1 of the Master Leasing Agreement is hereby amended to delete the following defined terms in their entirety (and any and all references to such defined terms in the Master Leasing Agreement shall be deleted and have no further force or effect): “Option”; “Option Exercise Period”; “Option Notice”; and “Option Property.”

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(b)Section 1 of the Master Leasing Agreement is hereby amended to delete the reference to “Option” in the definition of “ROFO/Option Closing” as set forth therein.

4.Right of First Offer on Stabilized ROFO Properties. Effective as of the Amendment Effective Date, Section 11 of the Master Leasing Agreement is hereby deleted in its entirety and replaced with the following in lieu thereof:

“11. Right of First Offer on Stabilized ROFO Properties.

(a) Exercise of Stabilized ROFO. So long as this Agreement is still in full force and effect, AIR shall have a right of first offer (a “Stabilized ROFO”) to acquire any Stabilized ROFO Property subject to the terms of this Section 11.

(i) Notwithstanding anything to the contrary contained herein, AIR’s ability to exercise the Stabilized ROFO shall at all times be subject and subordinate to any existing consent rights, purchase rights, rights of first offer or other similar rights held by third parties. In addition, the Stabilized ROFO shall not apply to any sale or other transfer, directly or indirectly, of such Stabilized ROFO Property in connection with any Excluded Transaction or in connection with the acquisition of additional ownership interests in any Stabilized ROFO Property (directly by deed or indirectly by equity interests in any entity that directly or indirectly owns or controls any such Stabilized ROFO Property) by DevCo or any of its Subsidiaries or affiliates.

(ii) If DevCo or its applicable Subsidiary desires to directly or indirectly sell or otherwise transfer (directly by deed or indirectly by equity interests in any entity that directly or indirectly owns or controls such property) any Stabilized ROFO Property within twelve (12) months following the date on which Stabilization has been achieved, DevCo shall send AIR a written notice (the “Stabilized ROFO Notice”) advising AIR of such intention.

(iii) Upon receipt of the Stabilized ROFO Notice, AIR will have thirty (30) days (the “Offer Period”) to deliver a written offer to DevCo (the “Stabilized ROFO Offer”) to purchase the Stabilized ROFO Property. The Stabilized ROFO Offer shall describe with reasonable particularity the material economic and business terms thereof, including the proposed purchase price for such Stabilized ROFO Property, and such other material information and terms as are reasonably necessary for DevCo to evaluate the proposed acquisition of such Stabilized ROFO Property and make an informed decision whether to accept or reject the Stabilized ROFO Offer.

(iv) In the event that AIR makes a Stabilized ROFO Offer, DevCo may accept or reject the Stabilized ROFO Offer, in its sole discretion, for a period of thirty (30) days from and after receipt of the Stabilized ROFO Offer (the “Acceptance Period”). In the event that DevCo does not accept the Stabilized ROFO Offer, for a period of one hundred and eighty (180) days following the earlier of its rejection of such Stabilized ROFO Offer or the expiration of the Acceptance Period without acceptance of such Stabilized ROFO Offer (such 180-day period, the “Permitted Sale Period”), DevCo may, subject to compliance

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with the terms of this Section 11(a), consummate the sale or other transfer of the Stabilized ROFO Property to a third-party at a price not lower than the price specified in the Stabilized ROFO Offer and on terms not more favorable to the third-party transferee than were contained in the Stabilized ROFO Offer.

(v) If, at the end of the Offer Period, AIR has not made an Stabilized ROFO Offer, DevCo may consummate the sale or other transfer of the Stabilized ROFO Property to a third-party at such price and upon such terms as DevCo shall deem appropriate.

(vi) If DevCo does not accept the Stabilized ROFO Offer, then promptly after any sale or transfer of the Stabilized ROFO Property by DevCo or its applicable Subsidiary to a third-party within the Permitted Sale Period, DevCo shall notify AIR of the consummation thereof and shall furnish such evidence of the completion of such sale and of the terms thereof as AIR may reasonably request. If DevCo does not accept the Stabilized ROFO Offer and DevCo or its applicable Subsidiary fail to consummate the sale of the Stabilized ROFO Property to a third-party within the Permitted Sale Period, then neither DevCo nor its applicable Subsidiary shall be permitted to sell or transfer such Stabilized ROFO Property within twelve (12) months following the date on which Stabilization has been achieved for such Stabilized ROFO Property without again fully complying with the provisions of this Section 11(a).

(vii) If AIR makes a Stabilized ROFO Offer and DevCo accepts such Stabilized ROFO Offer within such Acceptance Period, the parties shall proceed with the sale of the Stabilized ROFO Property and shall close on such sale pursuant to a purchase and sale agreement, which shall be based on the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Stabilized ROFO Property were a ROFO Property, for such purposes).

(b) ROFO/Stabilized ROFO Tax Allocation. In each event in which AIR exercises a ROFO or a Stabilized ROFO and proceeds to the acquisition of the subject ROFO Property or Stabilized ROFO Property (each, a “ROFO/Stabilized ROFO Closing”), as applicable, AIR shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the applicable ROFO Property or Stabilized ROFO Property related to the applicable ROFO/Stabilized ROFO Closing assessed for and first becoming a lien during the calendar year in which such ROFO/Stabilized ROFO Closing occurs (the “Current Year Taxes”) as shall be allocable to AIR by proration (based upon the number of days in such calendar year on and after such date of the ROFO/Stabilized ROFO Closing). DevCo shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the applicable ROFO/Stabilized ROFO Closing and (ii) so much of the Current Year Taxes as shall be allocable to DevCo (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the applicable ROFO/Stabilized ROFO Closing). Any Taxes which are payable in the calendar year in which a ROFO/Stabilized ROFO Closing occurs but are not due and payable at the time of such ROFO/Stabilized ROFO Closing and the portion of the Current Year Taxes not assumed by AIR hereunder shall be credited to AIR through a credit against the applicable purchase price at such ROFO/Stabilized ROFO Closing reflected on the applicable closing statement. If the

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Current Year Taxes with respect to any ROFO Property or Stabilized ROFO Property related to the applicable ROFO/Stabilized ROFO Closing have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the subject property shall be used for the purposes of making the adjustments at such ROFO/Stabilized ROFO Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax bill. Notwithstanding any of the foregoing to the contrary, DevCo shall have the right to prosecute (with AIR’s reasonable cooperation after the applicable ROFO/Stabilized ROFO Closing, at no expense or liability to AIR) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the subject ROFO Property or Stabilized ROFO Property for tax periods prior to the tax period that includes the applicable date of the ROFO/Stabilized ROFO Closing, provided such recovery action will not result in a deferral of taxes or reassessment against the subject properties that negatively affects AIR.”

5.Master Lease. Notwithstanding anything to the contrary contained in this Amendment, in the Master Leasing Agreement or in the Standard Lease (attached as Exhibit A to the Master Leasing Agreement), from and after the Amendment Effective Date, the Parties shall endeavor in good faith to identify potential modifications to the Standard Lease to mitigate market risk and point-in-time risk.

6.Miscellaneous.

(a)Full Force and Effect. Except as modified by this Amendment, all of the terms, conditions and provisions of the Master Leasing Agreement and amendments thereto 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 that certain Amendment to Master Leasing Agreement, dated as of May 19, 2022, by and between AIR and DevCo, and as further 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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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: President and General Counsel_______

[signatures continue on following page]

[Signature Page to Amendment to Master Leasing Agreement]

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DevCo:	AIMCO DEVELOPMENT COMPANY, LLC, a Delaware limited liability company,
	By: /s/ Jennifer Johnson Name: Jennifer Johnson Title: EVP, CAO and General Counsel_______

[end of signature pages]

[Signature Page to Amendment to Master Leasing Agreement]

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EX-10.2

Exhibit 10.2

AMENDMENT TO MEZZANINE NOTE AGREEMENT AND NOTES

THIS AMENDMENT TO MEZZANINE NOTE AGREEMENT AND NOTES (this “Amendment”), dated as of June 17, 2022, by and among AIMCO JO INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), APARTMENT INCOME REIT, L.P. (f/k/a AIMCO Properties, L.P.), a Delaware limited partnership (“AIR OP”), and AIR/BETHESDA HOLDINGS, INC. (f/k/a AIMCO/Bethesda Holdings, Inc.), a Delaware corporation (“AIR/Bethesda”).

W I T N E S S E T H:

WHEREAS, the Company, AIR OP, AIR/Bethesda and Apartment Income REIT, L.P. (f/k/a AIMCO Properties, L.P.), as collateral agent (in such capacity, the “Collateral Agent”), are parties to that certain Mezzanine Note Agreement, dated as of December 14, 2020 (as the same has been amended, restated, supplemented or otherwise modified prior to the effectiveness of this Amendment, the “Agreement”);

WHEREAS, the Company executed and delivered to each of AIR OP and AIR/Bethesda a certain 5.2% Secured Mezzanine Note Due January 31, 2024, dated December 14, 2020 (as the same has been amended, restated, supplemented or otherwise modified prior to the effectiveness of this Amendment, each a “Note” and collectively, the “Notes”); and

WHEREAS, the Company, AIR OP and AIR/Bethesda desire to execute and deliver this Amendment in order to make certain modifications to the Agreement and the Notes as more particularly set forth below.

NOW, THEREFORE, in consideration of the agreements set forth herein below, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties do hereby covenant and agree as follows:

1.Definitions. Capitalized terms used in this Amendment, but which are not otherwise expressly defined in this Amendment, shall have the respective meanings given thereto in the Agreement.

2.Modification of the Agreement.The Agreement is hereby amended as follows:

(a)By adding the following sentence to the end of clause (a) of Section 7.1 thereof:

“Such payment shall be accompanied by the Make-Whole Amount determined for the payment date with respect to such amount.”

(b)By amending and restating Section 7.3 thereof as follows:

“Section 7.3. Other Prepayments. Except as provided in Section 7.2 or Section 11.1, the Notes shall not be prepaid in whole or in part prior to June 1, 2022, and the Purchasers shall have no obligation to accept any such attempted prepayment prior to June 1, 2022. The Company expressly

acknowledges and agrees that (a) the prohibition on prepayments is reasonable and is the product of an arm’s length transaction between sophisticated business people, (b) it shall be estopped hereafter from claiming differently than as agreed to in this paragraph, (c) its agreement to a prohibition on prepayments as herein described is a material inducement to the Purchasers’ decision to enter into this Agreement and (d) upon a prepayment of the Notes prior to the Maturity Date (whether pursuant to Section 7.2, pursuant to this Section 7.3 on or after June 1, 2022, or in violation of this Section 7.3), the Purchasers would suffer substantial harm, and any prepayment received and accepted pursuant to Section 7.2, pursuant to this Section 7.3 on or after June 1, 2022, or in violation of this Section 7.3 shall be accompanied by the Make-Whole Amount. This Section 7.3 shall not prejudice the rights of the Purchasers to accelerate the Notes pursuant to Section 11 hereof.”

(c)By adding the words “or Section 7.3” after the words “pursuant to Section 7.2” in Section 7.4 thereof.

(d)By amending and restating Section 7.8 thereof as follows:

“Section 7.8. Make-Whole Amount.

The term ‘Make-Whole Amount’ means, with respect to any Note, an amount equal to the Discounted Interest Spread Payment with respect to the Called Principal of such Note. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

‘Called Principal’ means, with respect to any Note, the principal of such Note that is to be repaid pursuant to Section 7.1(a), prepaid pursuant to Section 7.2 or Section 7.3 or has become or is declared to be immediately due and payable pursuant to Section 11.1, as the context requires.

‘Discounted Interest Spread Payment’ means, with respect to the Called Principal of any Note, the present discounted value (discounted in accordance with customary financial practice, using a discount rate equal to the Treasury Rate (as defined below)) of the difference between (i) the interest that would have accrued on such Called Principal for the period beginning on the Settlement Date and ending on the Original Maturity Date using an interest rate equal to 5.2% per annum and (ii) the interest that would have accrued on such Called Principal for the same period using a per annum interest rate equal to the Treasury Rate as of such Settlement Date, where ‘Treasury Rate’ means the yield per annum at the time of computation of U.S. Treasury securities with a constant maturity equal to the period from the Settlement Date to the Original Maturity Date as reported in the most recently available Federal Reserve Statistical Release H.15 (Selected Interest Rates) under the heading “U.S. government securities” (provided, however, that if such period is not equal to the constant maturity of U.S. Treasury securities for which a yield per annum is given, the Treasury Rate shall be obtained by linear

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interpolation from the yields per annum of U.S. Treasury securities having a constant maturity of the immediately shorter and longer periods); provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 7.1(b), Section 7.2, Section 7.3 or Section 11.1.

‘Settlement Date’ means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be repaid pursuant to Section 7.1(a), prepaid pursuant to Section 7.2 or Section 7.3 or has become or is declared to be immediately due and payable pursuant to Section 11.1, as the context requires.

The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for), and had such right through the Original Maturity Date, and that the obligation to pay the Make-Whole Amount set forth herein is intended to provide compensation for the deprivation of such right under such circumstances. The right to receive the Make-Whole Amount upon any prepayment or acceleration is a material inducement to the Purchasers’ decision to enter into this Agreement.”

(e)By amending and restating the following definition in Schedule A thereof as follows:

“‘Maturity Date’ is defined as August 1, 2022.”

(f)By adding the following definition to Schedule A thereof as follows:

“‘Original Maturity Date’ is defined as January 31, 2024.”

3.Modification of the Notes. Each of the Notes is hereby amended by replacing “January 31, 2024” in the first paragraph thereof with “August 1, 2022.”

4.Ratification, etc. Except as hereinabove set forth or in any other document previously executed or executed in connection herewith, all terms, covenants and provisions of the Note Documentation remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Note Documentation as modified and amended herein. Nothing in this Amendment or the other documents executed in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Agreement or the Notes or the other obligations of any of the parties hereto under the Note Documentation.

5.Effective Date. This Amendment shall be deemed effective and in full force and effect as of the date hereof upon the execution and delivery of this Amendment by the parties hereto.

6.Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement. Delivery of an executed counterpart of

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a signature page of this Amendment by facsimile or other electronic image (e.g., “PDF” or “TIF” via electronic mail) shall be effective as delivery of a manually executed counterpart of this Amendment.

7.Final Agreement. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

8.Miscellaneous. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Agreement. All captions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose.

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IN WITNESS WHEREOF, the parties hereto, acting by and through their respective duly authorized officers and/or other representatives, have duly executed this Amendment as of the day and year first above written.

AIMCO JO INTERMEDIATE HOLDINGS, LLC,

a Delaware limited liability company

By: AIMCO REIT SUB, LLC, a Delaware

limited liability company, its sole member

By: /s/ Jennifer Johnson________

Name: Jennifer Johnson

Title: Executive Vice President, Chief Administrative Officer and General Counsel

APARTMENT INCOME REIT, L.P.,

a Delaware limited partnership

By: AIR-GP, INC., a Delaware

corporation, its general partner

By: /s/ Lisa R. Cohn___________

Name: Lisa R. Cohn

Title: President, General Counsel and Secretary

AIR/BETHESDA HOLDINGS, INC.,

a Delaware corporation

By: /s/ Lisa R. Cohn___________

Name: Lisa R. Cohn

Title: President, General Counsel and Secretary

[Signature Page to Amendment to Mezzanine Note Agreement and Notes]

EX-99.1

Exhibit 99.1

 

AIR ANNOUNCEs $534 MILLION NOTE PREPAYMENT AND $200 MILLION in lease cancellation transactions

DENVER,COLORADO, June 21, 2022 – Apartment Income REIT Corp. (“AIR”) (NYSE: AIRC) today announced that it has reached agreement with Apartment Investment and Management Company (“Aimco”) to cancel existing leases at four properties owned by AIR and leased to Aimco for the purpose of their development. With the developments largely complete, the two companies negotiated an early termination of the leases for a negotiated payment of $200 million.

The four properties include 865 apartment homes with average monthly rents of approximately $3,400 and are the North Tower at Flamingo Point in the South Beach neighborhood of Miami Beach, FL; Prism Apartments in the Kendall Square submarket of Cambridge, MA; Fremont Residences on the Anschutz Medical Campus in Aurora, CO; and 707 Leahy located in Redwood City, CA.

As previously announced, AIR and Aimco have also agreed to the prepayment of the $534 million note owed to AIR, plus a prepayment penalty which will be determined at the time of payment based on prevailing interest rates. AIR anticipates receiving $400 million by June 30, 2022 with the balance, including the prepayment penalty, expected before September 30, 2022. Proceeds from the repayment of the note will be used to pay outstanding debt.

AIR has also agreed to sell to Aimco for approximately $7 million AIR’s limited partnership interest in the 16 properties that presently secure the Aimco note.

The completion of these transactions is not expected to affect AIR’s previously issued guidance for 2022.

John McGrath, chairman of AIR’s investment committee, comments: “These properties are located in excellent submarkets, and will enhance AIR’s portfolio quality. We expect they will generate long-term IRRs at a significant spread to AIR’s cost of capital as determined by the properties being sold to fund the cancellation payment. Further, AIR incurred no development risk or lease up dilution of earnings in the process.” McGrath further adds: “We consider the development and redevelopment work done by Aimco as superb, and have high regard for the Aimco team.”

AIR and Aimco also amended the Master Leasing Agreement to grant AIR a right of first offer with respect to properties developed by Aimco to be sold within 12 months after stabilization in exchange for sunsetting the purchase option previously granted to AIR.

All transactions between AIR and Aimco are subject to careful scrutiny by the AIR-AIV Transactions Committee, chaired by AIR’s Chairman of the Board, Tom Keltner, and including Nina Tran and John Rayis, all independent directors. The AIR-AIV Transactions Committee approved the transactions as arm’s length and commercially reasonable. The full Board of AIR unanimously approved the transactions.

After completion of the described transactions, the relationship between AIR and Aimco will include an outstanding lease of a property for its development, property management, and some shared services. The companies expect to consider opportunities together in the future on an arm’s length basis where their

respective shareholders can benefit, while they are each free to execute their respective business plans. AIR will also consider opportunities with other developers on future developments, both to confirm the market pricing of services provided by Aimco and to provide AIR with choices for how best to execute a specific development.

About AIR

Apartment Income REIT Corp. (“AIR”) (NYSE: AIRC) is a real estate investment trust focused on the ownership and management of quality apartment communities located in the largest markets in the United States. AIR is one of the country’s largest owners and operators of apartments, with 76 communities in 11 states and the District of Columbia. AIR common shares are traded on the New York Stock Exchange under the ticker symbol AIRC, and are included in the S&P 400. For more information about AIR, please visit our website at www.aircommunities.com.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding projected results and specifically forecasts of 2022 results and AIR liquidity and leverage metrics. We caution investors not to place undue reliance on any such forward-looking statements. These forward-looking statements are based on management’s current expectations, estimates and assumptions and subject to risks and uncertainties, that could cause actual results to differ materially from such forward-looking statements.

Contact:

Matthew O’Grady

Senior Vice President, Capital Markets

investors@aircommunities.com

(303) 691-4566

XML

Document And Entity Information	Jun. 14, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 14, 2022
Entity Registrant Name	APARTMENT INCOME REIT CORP.
Entity Central Index Key	0001820877
Entity Emerging Growth Company	false
Entity File Number	001-39686
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	84-1299717
Entity Address, Address Line One	4582 SOUTH ULSTER STREET
Entity Address, Address Line Two	SUITE 1700
Entity Address, City or Town	DENVER
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	757-8101
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock (Apartment Income REIT Corp.)
Trading Symbol	AIRC
Security Exchange Name	NYSE
Apartment Income Reit, L.P. [Member]
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 14, 2022
Entity Registrant Name	APARTMENT INCOME REIT, L.P.
Entity Central Index Key	0000926660
Entity Emerging Growth Company	false
Entity File Number	000-24497
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-1275621
Entity Address, Address Line One	4582 SOUTH ULSTER STREET
Entity Address, Address Line Two	SUITE 1700
Entity Address, City or Town	DENVER
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	757-8101