Thursday, February 11, 2021 5:59:39 PM
9:05 am ET January 20, 2021 (Benzinga) Print
Dear Apartment Income REIT Board of Directors:
It is our view that your actions, previously as directors of Apartment Investment and Management Company (“AIV” or “Aimco”) (NYSE:AIV) and now as directors of AIRC, have destroyed value and disenfranchised shareholders for decades. Your stated objective to close the gap to NAV through a taxable spin of 90% of Aimco’s best apartment properties into what is now AIRC has been an abject failure, as over a month after the taxable spin the shares of AIRC trade at a substantial discount to your own stated NAV.
Recent events and actions surrounding the taxable spin only serve to underscore the long history of bad behavior that has occurred under your watch. Consider the following:
You chose not to call a special meeting of shareholders of AIV to advise on the taxable spin, despite, in a timely manner, Land & Buildings receiving approximately 50% support for such a meeting – including a substantial majority of active shareholders;
You engaged in numerous disenfranchisement and delay tactics to stymie L&B’s special meeting request, including:
Setting a record date for our special meeting request more than 5 weeks after we filed our preliminary solicitation
Declaring a large taxable special dividend with the same record date as our special meeting request, in a blatant attempt to drive taxable shareholders out of the stock prior to having their voices heard
Delaying the certification of written consents by a week following delivery
Requesting L&B pay an exorbitant cost to hold the special meeting while simultaneously acknowledging there were no plans to hold a special meeting prior to the consummation of the spin.
You insured a staggered Board would be in place at the Company for the 2021 annual meeting to avoid shareholder accountability once again;
You failed to seriously engage with parties interested in purchasing Aimco, and mischaracterized private operator Westdale’s offer as “grossly inadequate” despite our understanding that it was at a substantial premium.
Shares of AIRC trade at $39, a substantial discount to your own disclosed NAV of $50 per share. Perhaps this outcome is predictable given the multitude of issues L&B and other shareholders highlighted with the spin, as well the complete disregard for shareholders demonstrated during the separation process. Under your and CEO Considine’s leadership, discounted valuations and underperformance are the rule, not exception.
The Board has a fiduciary responsibility to shareholders to maximize value and must take action to do so immediately. Specifically:
Refresh a majority of the Board with true independent directors, replacing the directors who oversaw decades of underperformance at Aimco and now offer the same at AIRC;
Establish a special committee of the Board with true independent directors to evaluate strategic alternatives, starting with Westdale's offer. The proposal was at a substantial premium and close to Aimco’s stated NAV as we understand it. Given the high demand by private institutional investors for quality apartments, many bidders would likely emerge.
We look forward to your timely reply.
Sincerely,
Jonathan Litt
Founder & CIO
Land & Buildings Investment Management, LLC
Recent AIV News
- Aimco Partners with Sixth Street to Advance Its Next Luxury Rental Development • PR Newswire (US) • 09/16/2024 08:15:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 09/11/2024 08:30:18 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 08/07/2024 08:20:32 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 08/07/2024 08:15:12 PM
- Aimco Reports Second Quarter Results, Updates Guidance, and Provides Highlights on Recent Activities • PR Newswire (US) • 08/07/2024 08:15:00 PM
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- Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend] • Edgar (US Regulatory) • 07/12/2024 02:45:26 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/03/2024 08:15:19 PM
- Form ARS - Annual Report to Security Holders • Edgar (US Regulatory) • 05/14/2024 08:21:38 PM
- Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material • Edgar (US Regulatory) • 05/14/2024 08:18:37 PM
- Form DEF 14A - Other definitive proxy statements • Edgar (US Regulatory) • 05/14/2024 08:16:21 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/13/2024 08:40:56 PM
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- Form 8-K - Current report • Edgar (US Regulatory) • 05/08/2024 08:24:07 PM
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- Form 8-K - Current report • Edgar (US Regulatory) • 02/29/2024 11:50:20 AM
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