Blackstone Real Estate Income Trust, Inc. (BREIT) entered into a definitive agreement to acquire Preferred Apartment Communities, Inc. (NYSE:APTS) (PAC) for $1.4 billion on February 16, 2022. Under the terms of the transaction, Blackstone Real Estate Income Trust, Inc. will pay $25 per share in cash and holders of each series of PAC's preferred stock will receive the $1,000 per share liquidation preference for each share plus accrued but unpaid dividends. PAC will be required to pay a termination fee to BREIT equal to $25 million if the Merger Agreement is terminated by PAC prior to the cut-off time to enter into a Superior Proposal with an Excluded Party. As of March 18, 2022, Preferred Apartment Communities, Inc. announced the expiration of the 30-day “go-shop” period. PAC will be required to pay a termination fee to Blackstone equal to $80 million if the merger agreement is terminated under certain other circumstances. In certain other circumstances, BREIT will be required to pay PAC a reverse termination fee of $300 million upon termination of the merger agreement.

BREIT will also acquire the PAC's two Sun Belt office properties and 10 mezzanine/preferred equity investments collateralized by under construction and newly-built multifamily assets. The merger agreement also includes a 30-day “go-shop” period that will expire on March 18, 2022. Post-closing, PAC's common stock will no longer be listed on the New York Stock Exchange, and PAC will be owned by BREIT. The transaction is subject to approval by PAC's stockholders and other customary closing conditions. The transaction has been unanimously approved by PAC's Board of Directors. As of May 26, 2022, Institutional Shareholder Services Inc. has recommended that stockholders vote “FOR” the transaction at PAC's upcoming Special Meeting of Stockholders scheduled for June 7, 2022. Glass Lewis & Co. has recommended a FOR vote on the merger proposal. Preferred Apartment Communities adjourned June 7 Special Meeting of Stockholders until June 17, 2022. As of June 17, 2022, the stockholders of Preferred Apartment Communities, Inc. have approved the transaction. The transaction is expected to close in the second quarter of 2022. As of May 23, 2022, the transaction is expected to close on or about June 9, 2022. As of June 17, 2022, the transaction is expected to close on or about June 23, 2022.

Jones Lang LaSalle Limited, BofA Securities, Inc., Lazard Frères & Co. LLC and Wells Fargo Securities, LLC acted as the financial advisors and Brian Stadler, Matt Rogers, Keegan Lopez and James Crisp, Erik Quarfordt, Rachel Stein, Taylor Hatch, Kristen Lucas, Joe DeQuinzio, Katie Dunn, Zev Rosenberg, Nancy Mehlman, Eli Shalam, Andrew Blau, Linda Barrett, Allison Sutherland and Melanie Jolson of Simpson Thacher & Bartlett LLP acted as the legal advisor for BREIT. JonesTrading Institutional Services LLC, Kevin Kreshover and David Gordon of KeyBanc Capital Markets Inc. and Goldman Sachs & Co. LLC acted as the financial advisors and Spencer Johnson, Tony Rothermel, John Anderson and Wayne Pressgrove of King & Spalding LLP and Greg Cope, David D'Alessandro, Wally Schwartz, Christopher Mangin, Paige Anderson, Sean Becker, Regina Ibarra and Steve Gill of Vinson & Elkins LLP acted as the legal advisors for PAC. Goldman Sachs & Co. LLC also acted as fairness opinion provider to PAC. PAC engaged MacKenzie Partners to assist in the solicitation of proxies for a fee of $50,000. Computershare Trust Company, N.A. acted as warrant agent to Preferred Apartment Communities, Inc.