Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2022, Preferred Apartment Communities, Inc. (the "Company") convened
and then adjourned a special meeting of stockholders (the "Special Meeting")
being held to consider and vote on, among other things, the merger of the
Company with and into Pike Merger Sub I LLC, an affiliate of Blackstone Real
Estate Income Trust, Inc. (the "Merger Proposal"), pursuant to the terms of the
previously announced Agreement and Plan of Merger, dated as of February 16,
2022.
As of the close of business on April 11, 2022, the record date for the Special
Meeting, there were 64,341,143 shares of common stock of the Company, par value
$0.01 per share (the "common stock"), outstanding and entitled to vote. A total
of 41,120,171 shares of common stock were voted virtually or by proxy,
representing 63.9% of the votes entitled to be cast at the Special Meeting,
which constituted a quorum to conduct business at the Special Meeting.
The only proposal submitted for a vote of the Company's common stockholders at
the Special Meeting was the proposal (the "Adjournment Proposal") to approve the
adjournment of such meeting for the purpose of soliciting additional proxies as
there were not sufficient votes at the Special Meeting to approve the Merger.
The Adjournment Proposal is described in greater detail in the definitive proxy
statement filed by the Company with the Securities and Exchange Commission on
April 14, 2022. The Company's common stockholders approved the Adjournment
Proposal by the votes set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
38,258,342 2,537,124 324,705 0
Accordingly, the Special Meeting was adjourned to 11:00 a.m., Eastern Time, on
June 17, 2022, via a live webcast. The Company's common stockholders of record
as of the close of business on April 11, 2022 will continue to be entitled to
vote at the reconvened Special Meeting. Stockholders may attend the Special
Meeting at the website address www.virtualshareholdermeeting.com/APTS2022SM and
by entering the control number included on the proxy card received or in the
instructions that accompanied the proxy materials.
Additional Information and Where to Find It
This Current Report relates to the proposed merger transaction involving the
Company. In connection with the proposed merger, the Company has filed relevant
materials with the Securities and Exchange Commission (the "SEC"), including a
definitive proxy statement on Schedule 14A (the "Proxy Statement"). This Current
Report is not a substitute for the Proxy Statement or for any other document
that the Company may file with the SEC and send to the Company's stockholders in
connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a free
copy of the Proxy Statement and other documents filed by the Company at its
website, www.pacapts.com, or at the SEC's website, www.sec.gov. The Proxy
Statement and other relevant documents may also be obtained for free from the
Company by directing such request to Preferred Apartment Communities, Inc., to
the attention of the Corporate Secretary, 3284 Northside Parkway NW, Suite 150,
Atlanta, GA 30327.
Cautionary Statement Regarding Forward Looking Statements
This Current Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical fact, are forward-looking statements that contain our
current expectations about future results. These forward-looking statements are
based on certain assumptions and expectations made by the Company, which reflect
our management's experience, estimates and perception of historical trends,
current conditions and anticipated future developments. Such statements are
subject to a number of assumptions, risks and uncertainties, many of which are
beyond the control of the Company, which may cause actual results to differ
materially from those implied or anticipated in the forward-looking statements.
When considering these forward-
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looking statements, you should also keep in mind the risk factors and other
cautionary statements found in the Company's respective filings with the SEC,
including its Annual Report on Form 10-K for the year ended December 31, 2021,
as amended, and subsequently filed Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. All forward-looking statements, expressed or implied,
included in this Current Report are expressly qualified in their entirety by
this cautionary statement. This cautionary statement should also be considered
in connection with any subsequent written or oral forward-looking statements
that we or persons acting on our behalf may issue. Except as otherwise required
by applicable law, the Company disclaims any duty to update any forward-looking
statements, all of which are expressly qualified by the statements in this
section, to reflect events or circumstances after the date of this release. The
Company claims the safe harbor protection for forward looking statements
contained in the Private Securities Litigation Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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