Item 1.02. Termination of a Material Definitive Agreement
The information provided in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated herein by reference.
On June 23, 2022, in connection with the Mergers, the Company (i) caused the
termination of all commitments, liabilities and other obligations under, the
Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, by and
among the Company, the Partnership, KeyBank National Association, as
administrative agent, the lenders party thereto and Royal Bank of Canada, as the
documentation agent, as amended and (ii) caused the repayment in full of the
indebtedness, liabilities and other obligations under, certain real estate
mortgages of the Company's subsidiaries.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form
8-K is incorporated herein by reference.
Pursuant to the terms and conditions of the Merger Agreement, at or immediately
prior to, as applicable, the effective time of the Company Merger (the "Company
Merger Effective Time"), among other things:
•Common Stock: Each share of Common Stock of the Company, par value $0.01 per
share (each, a "Company Share"), or fraction thereof, other than Company Shares
held by the Company or any subsidiary of the Company or by the Parent Parties or
any of their respective subsidiaries, that was issued and outstanding
immediately prior to the Company Merger Effective Time was automatically
cancelled and converted into the right to receive an amount in cash equal to
$25.00 without interest (the "Per Company Share Merger Consideration") and less
any applicable withholding taxes;
•Preferred Stock: Each share of Series A Redeemable Preferred Stock, $0.01 par
value per share, Series A1 Redeemable Preferred Stock, $0.01 par value per
share, Series M Redeemable Preferred Stock, $0.01 par value per share, and
Series M1 Redeemable Preferred Stock, $0.01 par value per share (each, a
"Company Preferred Share"), or fraction thereof, other than Company Preferred
Shares held by the Company or any subsidiary of the Company or by the Parent
Parties or any of their respective subsidiaries, that was issued and outstanding
immediately prior to the Company Merger Effective Time was
automatically cancelled and converted into the right to receive an amount in
cash equal to $1,000.00 per share, plus any accrued but unpaid dividends to and
including the Closing Date, with respect thereto, without interest (the "Per
Preferred Share Merger Consideration") and less any applicable withholding
taxes;
--------------------------------------------------------------------------------
•Company Warrants: The "Exercise Price" (as defined in the Warrant Agreement,
dated as of February 13, 2017 and amended on May 23, 2022 (the "Warrant
Agreement"), between the Company and Computershare Inc., a Delaware corporation,
and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally
chartered trust company, collectively as warrant agent) of each warrant to
purchase Company Shares (each a "Company Warrant") that was outstanding as of
immediately prior to the Company Merger Effective Time was adjusted such that
each holder of a Company Warrant exercised prior to the Expiration Date (as
defined in the Warrant Agreement) and either (i) at or after the Company Merger
Effective Time or (ii) prior to the Company Merger Effective Time but for which
Company Shares have not been issued or otherwise delivered therefor prior to the
Company Merger Effective Time is entitled, upon exercise, to receive only an
amount (the "Company Warrant Amount") of cash equal to the difference between
the Per Company Share Merger Consideration and the "Exercise Price" (as defined
in the Warrant Agreement) with respect to each Company Share underlying such
Company Warrant immediately prior to the Company Merger Effective Time;
•Time-Vested Restricted Stock: Each share of unvested time-based restricted
common stock granted pursuant to the Company's 2019 Stock Incentive Plan or the
Company's 2011 Stock Incentive Plan (collectively, the "Long-Term Incentive
Plans") that was outstanding as of immediately prior to the Company Merger
Effective Time automatically became fully vested and all restrictions and
reacquisition rights thereon lapsed, and thereafter all Company Shares
represented thereby were considered outstanding for all purposes under the
Merger Agreement and such Company Shares only have the right to receive the Per
Company Share Merger Consideration, less any applicable withholding taxes;
•Restricted Stock Units: Each (1) restricted stock unit that vested upon the
satisfaction of service conditions and became earned based on the Company's
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
The information provided in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated herein by reference.
On June 23, 2022, in connection with the completion of the Company Merger,
Merger Sub I requested that the New York Stock Exchange (the "NYSE") suspend
trading in the Company Shares and file with the SEC a notification of removal
from listing and registration on Form 25 to effect the delisting from the NYSE
and deregistration under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), of the Company Shares. Following the
effectiveness of the Form 25, the Surviving Company intends to file with the SEC
a Form 15 requesting the termination of registration of the Company Shares,
Company Preferred Shares and Company Warrants under Section 12(g) of the
Exchange Act and the suspension of reporting obligations under Section 13(a) and
15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders
The information provided in the Introductory Note, Item 1.01 and Item 2.01 of
this Current Report on Form 8-K is incorporated herein by reference.
At the Company Merger Effective Time, (i) the holders of Company Shares
outstanding immediately before the Company Merger ceased to have any rights as
stockholders of the Company (other than their right to receive the Per Company
Share Merger Consideration), (ii) the holders of Company Preferred Shares
outstanding immediately before the Company Merger ceased to have any rights as
stockholders of the Company (other than the right to receive the Per Preferred
Share Merger Consideration) and (iii) the holders of the Company Warrants
outstanding immediately before the Company Merger ceased to have any rights with
respect to the Company Shares underlying such Company Warrants (other than the
right to receive the Company Warrant Amount upon exercise).
Item 5.01. Changes in Control of Registrant
The information provided in the Introductory Note and Items 2.01 and 5.02 of
this Current Report on Form 8-K is incorporated herein by reference.
As a result of the completion of the Company Merger, a change in control of the
Company occurred, and Merger Sub I, as successor by merger to the Company,
remains a subsidiary of Parent, an affiliate of Blackstone Real Estate Income
Trust, Inc.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information provided in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the Mergers and as contemplated by the
Merger Agreement, at the Company Merger Effective Time, each of Joel T. Murphy,
Howard A. McLure, Steve Bartkowski, John M. Cannon, Gary B. Coursey, Sara J.
Finley, Daphne B. Jackson and Timothy A. Peterson resigned from the board of
directors of the Company. These resignations were in connection with the Mergers
and not as a result of any disagreements between the Company and the resigning
individuals on any matters relating to the Company's operations, policies or
practices.
Item 8.01. Other Events
On June 23, 2022, the Company issued a press release announcing the completion
of the Mergers. The full text of the press release is attached as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
--------------------------------------------------------------------------------
(d) Exhibits.
99.1 Press Release dated June 23 , 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
PREFERRED APARTMENT COMMUNITIES, INC. 
