UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 22, 2025
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO OP L.P.
(Exact name of registrant as specified in its charter)
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Maryland (Apartment Investment and Management Company) |
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1-13232 |
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84-1259577 |
Delaware (Aimco OP L.P.) |
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0-56223 |
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85-2460835 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation or organization) |
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File Number) |
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Identification No.) |
4582 SOUTH ULSTER STREET
SUITE 1450, DENVER, CO 80237
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (833) 373-1300
NOT APPLICABLE
(Former name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to section 12(b) of the Act: |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Apartment Investment and Management Company Class A Common Stock |
AIV |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On December 23, 2025, Apartment Investment and Management Company (“Aimco”), through Aimco Hillmeade, LLC and CCIP Plantation Gardens, L.L.C., each a subsidiary of Aimco, entered into an agreement (the “Agreement”) to sell two properties to HGI Acquisitions, LLC (the “buyer”) for a gross price of $155 million. The properties under contract include a total of 660 apartment homes and are located in Plantation, Florida, and Nashville, Tennessee. The buyer has completed due diligence and made a non-refundable deposit of $5 million. Closing is scheduled for the first quarter of 2026, pending assumption of the in-place mortgage loans, the approval of which is currently being pursued.
The foregoing description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the document, a copy of which is attached hereto as Exhibit 10.1, and incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported, on December 30, 2024, certain subsidiaries of Aimco and Aimco OP L.P. (collectively, the “Company” or “Seller”) entered into an Interests Purchase and Sale Agreement (the “Brickell Agreement”) with Brickell Bay Property Owner LLC (the “Purchaser”). The Purchaser is not affiliated with the Seller. Under the terms of the Brickell Agreement, the Seller agreed to sell to the Purchaser the ownership interests in its subsidiaries that own the properties located at 1001 Brickell Bay Drive and 1111 Brickell Bay Drive in Miami, Florida (together referred to as the “Brickell Assemblage”) for a gross purchase price of $520 million.
On December 22, 2025, the Company completed the sale of the Brickell Assemblage for total consideration of $520 million. The Purchaser financed $85 million of the $520 million purchase price with transferable seller financing notes from Aimco. The seller financing notes have initial terms of 24 months with compounding interest rates that increase from 12% to 16% after twelve months, as well as exit fees of 3%. The financing notes also allow for two successive one-year renewal options at the Purchaser's election, upon which the interest rates increase to 20% and 24%, respectively.
Initial net proceeds from the transaction, when accounting for associated property-level debt, the deferred tax liability, transaction costs, and excluding the seller financing notes, are approximately $220 million. As previously announced, Aimco plans to monetize the seller financing notes. Aimco intends to distribute the majority of net proceeds to shareholders.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” “forecast(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements, including those regarding the timing of asset sales and the timing and amount of capital expected to be returned to stockholders, are not guarantees of future performance, condition or results, and involve a number of known and unknown risks, uncertainties, and assumptions that may affect actual results or outcomes, including changes in market conditions, fluctuations in our stock price, our financial performance, regulatory changes, and general economic conditions. Readers should carefully review Aimco's financial statements and the notes thereto, as well as the section entitled “Risk Factors” in Item 1A of Aimco's Annual Report on Form 10-K for the year ended December 31, 2024 and the section entitled “Risk Factors” in Part II, Item 1A of Aimco’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as these filings identify and address important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These forward-looking statements reflect management's judgment as of this date, and Aimco assumes no (and disclaims any) obligation to revise or update them to reflect future events or circumstances.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
Pro forma financial statements will be filed by amendment to this Form 8-K no later than Wednesday, December 31, 2025.
(d) The following exhibits are filed with this report:
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Exhibit No. |
Description |
10.1+ |
Purchase and Sale Contract, effective as of December 23, 2025, by and among Aimco Hillmeade, LLC, CCIP Plantation Gardens, L.L.C., and HGI Acquisitions, LLC (filed herewith) |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Exhibits marked with a (+) exclude certain portions of the exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. A copy of the omitted portions will be furnished to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: December 23, 2025 |
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY |
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/s/ H. Lynn C. Stanfield |
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H. Lynn C. Stanfield |
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Executive Vice President and Chief Financial Officer |
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AIMCO OP L.P. |
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By: Aimco OP GP, LLC, its general partner By: Apartment Investment and Management Company, its managing member |
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/s/ H. Lynn C. Stanfield |
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H. Lynn C. Stanfield |
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Executive Vice President and Chief Financial Officer |