Plans to Invest More Than $400 Million to
Maintain and Improve Existing Portfolio, Illustrating Commitment to
Delivering a Leading Resident Experience
Blackstone (NYSE: BX) and Apartment Income REIT Corp. (NYSE:
AIRC) (“AIR Communities” or the “Company”) today announced that
they have entered into a definitive agreement under which
Blackstone Real Estate Partners X (“Blackstone”) will acquire all
outstanding common shares of AIR Communities for $39.12 per share
in an all-cash transaction valued at approximately $10 billion,
including the assumption of debt.
The purchase price represents a premium of 25% to AIR
Communities’ closing share price on the NYSE on April 5, 2024, the
last trading day prior to the announcement of the transaction, and
a 25% premium to the volume weighted average share price on the
NYSE over the previous 30 days.
AIR Communities’ portfolio consists of 76 high-quality rental
housing communities concentrated primarily in coastal markets
including Miami, Los Angeles, Boston and Washington D.C. Blackstone
plans to invest more than $400 million to maintain and improve the
existing communities in the portfolio and may invest additional
capital to fund further growth.
“I am proud of the AIR team and its remarkable culture. The
transaction will strengthen the AIR mission to provide homes for
others, be a great place to work, act as responsible stewards of
AIR communities, and be a trusted partner to AIR investors. The
business the AIR team has built will be improved and expanded by
collaboration with Blackstone and a shared focus on serving
residents and investing wisely. The AIR team is grateful to
Blackstone for the opportunity and for its faith in what can be
accomplished working together,” said Terry Considine, President
& CEO of AIR Communities.
“AIR Communities represents the highest quality, large scale
apartment portfolio we have ever acquired, and is located in
markets where multifamily fundamentals are strong. We are very
impressed by the terrific operating team at AIR Communities and
look forward to working closely with them, while continuing to
deliver a fantastic resident experience,” said Nadeem Meghji,
Global Co-Head of Blackstone Real Estate.
Transaction Terms, Timing and Approvals
The transaction was unanimously approved by the AIR Communities
Board of Directors and is expected to close in the third quarter of
2024, subject to approval by AIR Communities’ stockholders and
other customary closing conditions. As a condition to the
transaction, AIR has suspended payment of its quarterly dividend,
effective immediately.
Subject to and upon completion of the transaction, AIR
Communities’ common stock will no longer be listed on the New York
Stock Exchange.
Advisors
BofA Securities, Barclays, Goldman Sachs & Co. LLC and Wells
Fargo are acting as Blackstone’s financial advisors, and Simpson
Thacher & Bartlett LLP is serving as Blackstone’s legal
counsel.
Citigroup Global Markets Inc. is acting as AIR Communities’
financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP
is serving as AIR Communities’ legal counsel.
About Apartment Income REIT Corp. (AIR Communities)
Apartment Income REIT Corp (NYSE: AIRC) is a publicly traded,
self-administered real estate investment trust (“REIT”). AIR’s
portfolio comprises 76 communities totaling 27,010 apartment homes
located in 10 states and the District of Columbia. AIR offers a
simple, predictable business model with focus on what we call the
AIR Edge, the cumulative result of our focus on resident selection,
satisfaction, and retention, as well as relentless innovation in
delivering best-in-class property management. The AIR Edge is a
durable operating advantage in driving organic growth, as well as
making possible the opportunity for excess returns for properties
new to AIR’s platform. For additional information, please visit
aircommunities.com.
About Blackstone Real Estate
Blackstone is a global leader in real estate investing.
Blackstone’s real estate business was founded in 1991 and has US
$337 billion of investor capital under management. Blackstone is
the largest owner of commercial real estate globally, owning and
operating assets across every major geography and sector, including
logistics, residential, office, hospitality and retail. Our
opportunistic funds seek to acquire undermanaged, well-located
assets across the world. Blackstone’s Core+ business invests in
substantially stabilized real estate assets globally, through both
institutional strategies and strategies tailored for income-focused
individual investors including Blackstone Real Estate Income Trust,
Inc. (BREIT), a U.S. non-listed REIT, and Blackstone’s European
yield-oriented strategy. Blackstone Real Estate also operates one
of the leading global real estate debt businesses, providing
comprehensive financing solutions across the capital structure and
risk spectrum, including management of Blackstone Mortgage Trust
(NYSE: BXMT).
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes certain disclosures which contain
“forward-looking statements” within the meaning of the federal
securities laws, including but not limited to those statements
related to the transaction, including financial estimates and
statements as to the expected timing, completion and effects of the
transaction. You can identify forward-looking statements because
they contain words such as “expect,” “believe,” “target,”
“project,” “goals,” “estimate,” “potential,” “predict,” “may,”
“will,” “might,” “could,” “forecast,” “outlook” and variations of
these terms or the negative of these terms and similar expressions.
Forward-looking statements, including statements regarding the
transaction, are based on the Company’s current expectations and
assumptions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that may differ materially from those
contemplated by the forward-looking statements, which are neither
statements of historical fact nor guarantees or assurances of
future performance.
Important factors, risks and uncertainties that could cause
actual results to differ materially from such plans, estimates or
expectations include but are not limited to: (i) the parties’
ability to complete the transaction on the anticipated terms and
timing, or at all, including the Company’s ability to obtain the
required stockholder approval, and the parties’ ability to satisfy
the other conditions to the completion of the transaction; (ii)
potential litigation relating to the transaction that could be
instituted against the Company or its directors, managers or
officers, including the effects of any outcomes related thereto;
(iii) the risk that disruptions from the transaction will harm the
Company’s business, including current plans and operations,
including during the pendency of the transaction; (iv) the ability
of the Company to retain and hire key personnel; (v) potential
adverse reactions or changes to business relationships resulting
from the announcement or completion of the transaction; (vi)
legislative, regulatory and economic developments; (vii) potential
business uncertainty, including changes to existing business
relationships, during the pendency of the transaction that could
affect the Company’s financial performance; (viii) certain
restrictions during the pendency of the transaction that may impact
the Company’s ability to pursue certain business opportunities or
strategic transactions; (ix) unpredictability and severity of
catastrophic events, including but not limited to acts of
terrorism, outbreaks of war or hostilities or the COVID-19
pandemic, as well as management’s response to any of the
aforementioned factors; (x) the possibility that the transaction
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (xi) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the transaction, including in circumstances
requiring the Company to pay a termination fee; (xii) those risks
and uncertainties set forth under the headings “Special Note
Regarding Forward Looking Statements” and “Risk Factors” in the
Company’s most recent Annual Report on Form 10-K, as such risk
factors may be amended, supplemented or superseded from time to
time by other reports filed by the Company with the Securities and
Exchange Commission (the “SEC”) from time to time, which are
available via the SEC’s website at www.sec.gov; and (xiii) those
risks that will be described in the proxy statement that will be
filed with the SEC and available from the sources indicated
below.
These risks, as well as other risks associated with the
transaction, will be more fully discussed in the proxy statement
that will be filed by the Company with the SEC in connection with
the transaction. There can be no assurance that the transaction
will be completed, or if it is completed, that it will close within
the anticipated time period. These factors should not be construed
as exhaustive and should be read in conjunction with the other
forward-looking statements. The forward-looking statements relate
only to events as of the date on which the statements are made. The
Company and Blackstone do not undertake any obligation to publicly
update or review any forward-looking statement except as required
by law, whether as a result of new information, future developments
or otherwise. If one or more of these or other risks or
uncertainties materialize, or if our underlying assumptions prove
to be incorrect, our actual results may vary materially from what
we may have expressed or implied by these forward-looking
statements. We caution that you should not place undue reliance on
any of our forward-looking statements. You should specifically
consider the factors identified in this communication that could
cause actual results to differ. Furthermore, new risks and
uncertainties arise from time to time, and it is impossible for us
to predict those events or how they may affect the Company or
Blackstone.
Important Additional Information and Where to Find It
This communication is being made in connection with the
transaction. In connection with the transaction, the Company will
file a proxy statement on Schedule 14A and certain other documents
regarding the transaction with the SEC. Promptly after filing its
definitive proxy statement with the SEC, the definitive proxy
statement will be mailed to stockholders of the Company. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, COMPANY STOCKHOLDERS ARE URGED TO
READ THE PROXY STATEMENT THAT WILL BE FILED BY THE COMPANY WITH THE
SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Company stockholders will be able to obtain, free of charge, copies
of such documents filed by the Company when filed with the SEC in
connection with the transaction at the SEC’s website
(http://www.sec.gov). In addition, the Company’s stockholders will
be able to obtain, free of charge, copies of such documents filed
by the Company at the Company’s website (www.aircommunities.com).
Alternatively, these documents, when available, can be obtained
free of charge from the Company upon written request to the Company
at 4582 South Ulster Street, Suite 1700, Denver, Colorado
80237.
Participants in the Solicitation
The Company and certain of its directors, executive officers and
other employees may be deemed to be participants in the
solicitation of proxies from stockholders of the Company in
connection with the transaction. Additional information regarding
the identity of the participants, and their respective direct and
indirect interests in the transaction, by security holdings or
otherwise, will be set forth in the proxy statement and other
relevant materials to be filed with the SEC in connection with the
transaction (if and when they become available). 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/20240408368769/en/
AIR Communities: Matthew O’Grady, Executive Vice
President, Capital Markets (303) 691-4566
matthew.ogrady@aircommunities.com
Blackstone: Jillian Kary Jillian.Kary@Blackstone.com
Blackstone (NYSE:BX)
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