UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND EXCHANGE COMMISSION~~D.C. 20549

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~~Earliest ~~event~~Event ~~reported~~Reported): June 2528, 2024 ~~(June 25, 2024)~~

APARTMENT INCOME REIT CORP. (Apartment Income REIT LLC, as successor by conversion to Apartment Income REIT Corp.)

APARTMENT INCOME REIT, L.P.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Maryland (Apartment Income REIT Corp.)	001-39686	84-1299717
Delaware (Apartment Income REIT, L.P.)	000-24497	84-1275621
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

4582 South Ulster Street Suite 1700
345 Park Avenue, New York, New York	10154
Denver, Colorado		80237
(Address of principal executive offices)	(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant’s Telephone Number, Including Area Code:~~ (~~303~~212) ~~757~~583-~~8101~~5000

~~(Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, ifincluding ~~Changed~~area ~~Since Last Report)~~code

4582 South Ulster Street, Suite 1700, Denver, Colorado 80237

(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:

☐ ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

☐Written ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

☐ ~~Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

☐Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Income REIT Corp. Class A Common Stock AIRC 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. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion on June 28, 2024 (the “Closing Date”) of the previously announced transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 7, 2024 (the “Merger Agreement”), by and among Apartment Income REIT Corp., a Maryland corporation (the “Company”), Apex Purchaser LLC, a Delaware limited liability company (“Buyer 1”), Aries Purchaser LLC, a Delaware limited liability company (“Buyer 2”), Astro Purchaser LLC, a Delaware limited liability company (“Buyer 3” and, together with Buyer 1 and Buyer 2, collectively, the “Parent Entities”), and Astro Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of the Parent Entities (“Merger Sub” and, together with the Parent Entities, the “Parent Parties”). The Parent Parties are affiliates of Blackstone Real Estate Partners X L.P., which is an affiliate of Blackstone Inc. (“Blackstone”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”) at the closing (the “Closing”) of the Merger, with the Company surviving, and the separate existence of Merger Sub ceasing. As a result of the Merger and the other transactions described herein, the Company became a subsidiary of the Parent Entities.

Item 1.01

Entry Into a Material Definitive Agreement.

In connection with the completion of the Merger, the Company’s operating partnership, Apartment Income REIT, L.P., a Delaware limited partnership (the “Partnership”) caused certain subsidiaries of the Partnership (collectively, the “Mortgage Borrowers”) to obtain a $2,650,000,000 mortgage loan (the “Mortgage Loan”) from Wells Fargo Bank, National Association, Bank of Montreal, Morgan Stanley Mortgage Capital Holdings LLC, Société Générale Financial Corporation, JPMorgan Chase Bank, National Association, Barclays Bank plc, Goldman Sachs Bank USA, Bank of America, N.A., and Deutsche Bank AG, New York Branch (together with their successors and assigns, the “Lenders”). The Mortgage Loan is secured by first-priority, cross-collateralized mortgage liens on certain of the Company’s properties located in California, Colorado, Georgia, Maryland, Massachusetts, Minnesota, North Carolina, Pennsylvania and the District of Columbia, related personal property, reserves, a pledge of all income received by the Mortgage Borrowers with respect to such properties, a pledge of one hundred percent (100%) of the limited liability company interests in certain Mortgage Borrowers, and a security interest in deposit accounts held by certain Mortgage Borrowers.

The proceeds from the Mortgage Loan were or will be used, among other things, to (i) fund the consideration for the Merger, (ii) pay for certain costs and expenses relating to (a) the transactions in connection with the Merger and incurred in connection with the closing of the Mortgage Loan, and (b) the operation of the properties (including, without limitation, carrying costs with respect to the properties and funding working capital requirements of the properties), and (iii) establish reserves, including certain reserves required to be established under the terms of the Mortgage Loan.

The initial interest rate on the Mortgage Loan is equal to one month term SOFR, plus a margin rate of 2.00% (the “Spread”).

The Mortgage Loan is scheduled to mature on June 26, 2026, with an option for the Mortgage Borrowers to extend the initial term for two one-year extension terms, subject to certain conditions.

The Mortgage Loan contains various representations and warranties, as well as certain financial, operating and other covenants that will, among other things, limit the Mortgage Borrowers’ ability to:

•	incur additional secured or unsecured indebtedness;

•

make cash distributions at any time that the debt yield, representing the quotient (expressed as a percentage) calculated by dividing the annualized net operating income of the properties subject to the Mortgage Loan by the outstanding principal amount of the indebtedness under such Mortgage Loan, is less than 6.25% for the Mortgage Loan for two consecutive calendar quarters; provided, however, regardless of the debt yield;

•	make investments or acquisitions;

•	use assets as security in other transactions; and

•	guarantee other indebtedness.

Defaults under the Mortgage Loan include, among other things, the failure to pay interest or principal when due, material misrepresentations, transfers of the underlying security for the Mortgage Loan without consent from the applicable Lender (if required pursuant to the terms of the loan documents), bankruptcy of a Mortgage Borrower, failure to maintain the insurance required under the Mortgage Loan documents and a failure to observe other covenants under the Mortgage Loan, in each case subject to any applicable cure rights.

In addition, the Mortgage Borrowers will have recourse liability under the Mortgage Loan for certain matters typical of a transaction of this type, including, without limitation, relating to losses arising out of actions by the Mortgage Borrowers, any member or general partner of the Mortgage Borrowers or their respective controlled affiliates which constitute fraud, material and willful misrepresentation, misappropriation or conversion of funds (including insurance proceeds), removal or disposal of any property during the continuance of an event of default under the Mortgage Loan, a violation of the transfer restrictions set forth in the loan agreements, and willful misconduct that results in physical damage or waste to any property. The Mortgage Borrowers will also have recourse liability for the Mortgage Loan (which liability in the case of the Partnership will be capped at 10% of the then-outstanding principal balance of the loan) in the event of a voluntary or collusive involuntary bankruptcy of any Mortgage Borrower, in the event Mortgage Borrower, any member or general partner of Mortgage Borrower or their respective affiliates consent to or join in the application for the appointment of a custodian, receiver, trustee or examiner of any Mortgage Borrower, or of any property or any Mortgage Borrower making an assignment for the benefit of creditors.

The description of the Mortgage Loan contained in this Item 1.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the loan agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

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.

Credit Agreement

On June 28, 2024, in connection with the Merger, the Company caused the termination of all indebtedness, commitments, liabilities and other obligations under the Credit Agreement, dated as of April 14, 2021, by and among the Partnership, as borrower, the Company, the other subsidiaries of the Company party thereto, the lending institutions parties thereto, and PNC Bank, N.A., as administrative agent, swingline loan lender and an issuing lender, as amended by that certain First Amendment to the Credit Agreement, dated as of May 2, 2022, by and among the Partnership, the Company, the other subsidiaries of the Company party thereto, the lenders party thereto and PNC Bank, N.A., as administrative agent.

Note and Guarantee Agreement

On June 14, 2024, in connection with the Merger and in accordance with Note and Guarantee Agreement, dated as of June 29, 2022, by and among the Partnership, as issuer, and the Company, as guarantor, the Partnership delivered notices of full redemption to holders of the Partnership’s 4.58% Series A Guaranteed Senior Notes due June 28, 2027 (the “Series A Notes”), 4.77% Series B Guaranteed Senior Notes due June 28, 2029 (the “Series B Notes”) and 4.84% Series C Guaranteed Senior Notes due June 28, 2032 (the “Series C Notes” and together with the Series A Notes and the Series B Notes, the “Notes”), providing for the prepayment and redemption in full on the Closing Date, conditioned upon the consummation of the Merger, of all $400,000,000 in aggregate principal amount of the outstanding Notes. On June 28, 2024, the Partnership caused an aggregate of $410,041,287.03 to be paid to the holders of the Notes, such amount being sufficient to prepay and redeem in full all $400,000,000 in aggregate principal amount of the outstanding Notes plus accrued and unpaid interest to, but not including June 28, 2024, and the make-whole amount with respect to the Notes.

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Item 2.01

Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note and Items 1.02 and 5.01 of this Current Report on Form 8-K are 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 Merger (the “Effective Time”), among other things:

•

Common Stock: Each share of Class A common stock, $0.01 par value per share, of the Company (“Company Common Stock”), other than shares of Company Common Stock held by the Company or any subsidiary of the Company or held by the Parent Entities or Merger Sub, issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to $39.12 (the “Common Stock Merger Consideration”), without interest and less any applicable withholding taxes;

•

Stock Options: Each award of options to purchase Company Common Stock (each, a “Company Option”) outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) determined pursuant to the Apartment Income REIT Corp. 2007 Stock Award and Incentive Plan or the Apartment Income REIT Corp. 2020 Stock Award and Incentive Plan, as applicable, and applicable award agreement and in accordance with the terms and conditions of the Merger Agreement (with any performance goals applicable to such Company Option measured at the greater of target level performance and actual performance through the Closing Date);

•

Restricted Stock Awards: Each award of restricted Company Common Stock (each, a “Company Restricted Stock Award”) that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Company Common Stock subject to the Company Restricted Stock Award immediately prior to the Effective Time and (ii) the Common Stock Merger Consideration (with any performance goals applicable to such Company Restricted Stock Award measured at the greater of target level performance and actual performance through the Closing Date), and with respect to any portion of the Company Restricted Stock Award that did not vest based on performance, the shares of Company Common Stock underlying such portion of the Company Restricted Stock Award were cancelled without payment therefor and ceased to have any further force or effect); and

•

Preferred Stock: Each share of Class A preferred stock, $0.01 par value per share, of the Company (the “Preferred Stock”), was redeemed by the Company at a redemption price payable in cash of $102,809.72 per share (the “Preferred Stock Redemption Payment”) and thereafter, the Company Preferred Stock ceased to be outstanding and all rights of the holders thereof terminated, except for the right to receive the Preferred Stock Redemption Payment.

Partnership Units

The issued and outstanding equity interests of the Partnership, including the Partnership Common Units, the Class One Partnership Preferred Units, the Class Two Partnership Preferred Units, the Class Three Partnership Preferred Units, the Class Four Partnership Preferred Units, the Class Six Partnership Preferred Units, the Class Seven Partnership Preferred Units, the LTIP Units and the Class I High Performance Partnership Units (each as defined in the Seventh Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 7, 2021, as amended, the “Partnership LPA”), and all such units (collectively, the “Partnership Units”) were unaffected by the Merger and remain issued and outstanding and continue to have the rights and privileges set forth in the Partnership LPA. In connection with the adoption of Amendment No. 2 to the Partnership LPA as described below in Items 5.03 and 8.01, the Class Eleven and Class Twelve Partnership Preferred Units, which were previously owned by subsidiaries of the Company, were cancelled.

-3-

The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 9, 2024, and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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 28, 2024, in connection with the completion of the Merger, the Company requested that the New York Stock Exchange (the “NYSE”) suspend trading in shares of Company Common Stock and file a notification of removal from listing and registration on Form 25 with the Securities and Exchange Commission (“SEC”) 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 shares of Company Common Stock. Trading of the Company Common Stock on NYSE was suspended prior to the opening of trading on June 28, 2024. Following the effectiveness of the Form 25, the Company intends to file a Form 15 with the SEC, requesting the termination of registration of shares of Company Common Stock 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 with respect to shares of Company Common Stock.

The Partnership is currently required to file annual, quarterly and current reports with the SEC under Section 12(g) of the Exchange Act as a result of the number of holders of Partnership Common Units. The Partnership will not be eligible to cease its public reporting unless it has fewer than 300 holders of its Partnership Common Units. As of February 12, 2024, there were 1,863 holders of record of Partnership Common Units and, as a result, the Partnership expects to continue being required to file periodic reports with the SEC following the Closing.

Item 3.03

Material Modification to Rights of Security Holders.

The information provided in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, the holders of shares of Company Common Stock outstanding immediately before the Merger ceased to have any rights as stockholders of the Company (other than their right to receive the Common Stock Merger Consideration).

As noted above, the Partnership Units were unaffected by the Merger and, except for the Class Eleven and Class Twelve Partnership Preferred Units, remain issued and outstanding and will continue to have the rights and privileges set forth in the Partnership LPA.

Item 5.01

Change in Control of Registrant.

The information provided in the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the completion of the Merger, a change in control of each of the Company and the Partnership occurred, and the Company, as the surviving entity of the Merger, and the Partnership each became a subsidiary of the Parent Entities, each of which is an affiliate of Blackstone.

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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 Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Merger, at the Effective Time, each of Thomas L. Keltner, Thomas N. Bohjalian, Kristin Finney-Cooke, Devin I. Murphy, Margarita Paláu-Hernández, John D. Rayis, Ann Sperling and Nina A. Tran resigned from the board of directors (the “Board”) of the Company and of any board or similar governing body of any subsidiary of the Company (including the general partner of the Partnership (the “General Partner”)) and any committees or subcommittees thereof. These resignations were in connection with the Merger and not as a result of any disagreements between the Company or the Partnership, on the one hand, and the resigning individuals, on the other hand, on any matters relating to the Company’s or the Partnership’s operations, policies or practices.

Also in connection with the completion of the Merger, effective as of the Effective Time on June 28, 2024, Jacob Werner, Asim Hamid, Richard Reyes and Scott McCallum, who are employed in Blackstone’s Real Estate Group, and Lisa R. Cohn, our President, General Counsel and Secretary, were appointed to the Board and join Terry Considine, our Chief Executive Officer, who remains a Board member.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

AsConversion ~~previously disclosed, on April 7, 2024, Apartment Income REIT Corp., a Maryland corporation (the “Company”), entered into an Agreement and Plan~~ of ~~Merger (~~the “Merger Agreement”) with Apex Purchaser LLC, a Delaware limited liability company (“Buyer 1”), Aries Purchaser LLC, a Delaware limited liability company (“Buyer 2”), Astro Purchaser LLC, a Delaware limited liability company (“Buyer 3” and, together with Buyer 1 and Buyer 2, collectively, “Parent”), and Astro Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”). The Parent Parties are affiliates of Blackstone Inc. (“Blackstone”).Company

~~Upon~~Effective ~~the~~as ~~terms and subject to the conditions~~ of ~~the~~July ~~Merger Agreement~~1, ~~at the closing of the Merger (the “Closing”)~~2024, ~~Merger Sub will merge with and into~~ the Company, ~~with~~converted ~~the~~from ~~Company~~a ~~surviving~~Maryland ascorporation to a ~~wholly~~Delaware ~~owned~~limited ~~subsidiary~~liability ~~of Parent~~ company (the “~~Merger~~Company Conversion”). ~~Upon~~with the ~~Closing,~~name ~~the~~“Apartment ~~Company~~Income ~~will~~REIT beLLC” ~~a private company~~ and ~~will~~continues ~~be de-listed from the New York Stock Exchange. Capitalized terms used but not defined herein have the meaning ascribed~~ to ~~them~~be inmanaged ~~the Seventh Amended and Restated Agreement of Limited Partnership, effective as of July 7, 2021 (as amended~~ by the ~~Amendment~~Board (as ~~defined~~described ~~below),~~in ~~the~~Item ~~“Partnership LPA”) of the Company’s operating partnership, Apartment Income REIT, L~~5.P02.~~, a Delaware limited partnership (the “Partnership” or “we” or “our”).~~

~~The~~In ~~issued~~connection ~~and~~with ~~outstanding~~the ~~equity~~Company ~~interests~~Conversion, certain subsidiaries of the ~~Partnership~~Company were also converted to limited liability companies, including the Partnership’s ~~Common~~General ~~Units~~Partner, ~~each~~which ~~class~~converted offrom ~~Partnership Preferred~~a ~~Units,~~Delaware ~~Partnership~~corporation ~~LTIP~~to ~~Units~~a ~~(as~~Delaware ~~defined~~limited inliability company with the ~~Merger~~name ~~Agreement)~~“AIR-GP ~~and~~LLC” ~~Class~~(the I“General Partner ~~High~~Conversion”). As ~~Performance~~a ~~Partnership~~result ~~Units~~of ~~(as~~the ~~defined~~General inPartner Conversion, the ~~Merger~~General ~~Agreement),~~Partner ~~will~~is benow ~~unaffected~~managed by ~~the~~its ~~Merger~~members ~~and~~rather ~~will~~than ~~remain~~a ~~issued~~board. In ~~and~~turn, ~~outstanding~~those ~~following~~members are managed by their sole member, the Company, under the direction of ~~Closing~~ the Board.

OnConcurrently ~~June 25~~with, ~~2024~~and in connection with, the ~~board~~Company ofConversion, ~~directors~~the ofPartnership ~~AIR-GP,~~LPA ~~Inc.,~~was ~~which~~further isamended by the ~~general~~ adoption ~~partner~~of an Amendment No. 2 (the “~~General~~Second ~~Partner~~Amendment”). The Second Amendment (i) clarifies references to the Company and its capital stock to account for the different form of entity of the ~~Partnership,~~Company ~~adopted~~as ~~Amendment~~a ~~No.~~result 1of the Company Conversion and (ii) eliminates Exhibits Q and R relating to the ~~Seventh~~Class ~~Amended~~Eleven and ~~Restated~~Class ~~Agreement~~Twelve Partnership Preferred Units, which were previously wholly owned by subsidiaries of ~~Limited~~the Company. On July 1, 2024, the Partnership filed an amendment to its Certificate of ~~the~~Limited Partnership (the “Certificate of Amendment”) solely to ~~provide~~reflect ~~that,~~the new ~~following~~name of the ~~Closing:~~General Partner.

~~(i)~~The ~~the~~foregoing ~~Partnership~~descriptions ~~will pay only cash to those holders~~ of ~~units in~~ the ~~Partnership~~Second ~~who~~Amendment ~~elect~~and toCertificate ~~redeem~~of ~~their~~Amendment ~~units~~are inonly ~~accordance~~a ~~with~~summary, ~~the~~do not ~~terms~~purport ofto ~~the~~be ~~Partnership~~complete ~~LPA (~~and ~~will~~are ~~not~~qualified ~~exercise~~in ~~its~~their ~~right~~entirety toby ~~pay~~reference ~~for~~to ~~such~~the ~~redeemed~~full ~~units~~text inof the ~~Partnership~~Second inAmendment ~~shares~~and Certificate of ~~the~~Amendment ~~Class~~which Aare ~~common~~filed ~~stock,~~as $0Exhibits 3.011 ~~par~~and ~~value~~3.2, ~~per share~~respectively, ofand ~~the~~are ~~Company);~~incorporated herein by reference.

(ii) any of the Partnership Common Units redeemed on the date of Closing or within ten (10) days thereafter (the “Initial Post-Closing Period”) will be valued at an amount equal to the Common Stock Merger Consideration (as defined in the Merger Agreement) minus the aggregate amount of all distributions per Partnership Common Unit declared or paid to the holders of Partnership Common Units during the period commencing on the date of Closing and ending on the date a notice of redemption is received; and

(iii) any Partnership Common Units redeemed after the Initial Post-Closing Period will be valued by the General Partner (which will be an affiliate of, and controlled by, Blackstone at such time) in good faith on the basis of such information as it considers, in its reasonable judgment, as appropriate.

The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto, and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

~~Introduction;~~On ~~Relationship~~June 28, 2024, the Company and Blackstone issued a joint press release announcing the completion of ~~NAV~~the toMerger. ~~Value~~The full text of athe ~~REIT~~press ~~Share~~release is attached as Exhibit 99.1 and is incorporated herein by reference.

~~Subject~~ toThe ~~the~~information ~~satisfaction~~contained orin ~~waiver~~Item of7.01 ~~all~~ of ~~the~~this ~~conditions~~Current toReport ~~the~~on ~~closing~~Form of8-K, ~~the~~including ~~Merger~~Exhibit ~~in the Merger Agreement~~99.1, ~~the Merger~~ is ~~expected~~furnished pursuant to ~~be completed~~Item on7.01 ~~June~~of ~~28,~~Form ~~2024. The~~8-K ~~Parent~~and ~~Parties~~shall ~~have~~not ~~informed~~be usdeemed ~~that,~~“filed” ~~following~~for the ~~Closing~~purposes ~~they~~of ~~intend~~Section to18 ~~cause~~of ~~our~~the ~~General~~Exchange ~~Partner~~Act, toor ~~adopt~~otherwise asubject ~~valuation~~to ~~policy (~~the ~~“Valuation~~liabilities ~~Policy”)~~of tothat besection. ~~used~~Furthermore, bythe itinformation in ~~connection~~Item ~~with~~7.01 ~~the determination~~ of ~~the Value~~this ofCurrent aReport ~~REIT~~on ~~Share. The~~Form ~~Value~~8-K, including ofExhibit a99.1, ~~REIT~~shall ~~Share~~not isbe ~~utilized~~deemed into ~~calculating~~be ~~the~~incorporated ~~Cash~~by ~~Amount,~~reference ~~which~~into isany under the ~~amount~~Securities inAct ~~cash~~of to1933, beas ~~paid~~amended ~~per~~or ~~Partnership~~the ~~Common~~Exchange ~~Unit~~Act, ~~upon~~except aas ~~Redemption~~otherwise ofexpressly ~~Partnership~~stated ~~Common~~by ~~Units~~specific reference in ~~accordance~~any ~~with~~such ~~the terms and conditions of the Partnership LPA~~filing.

~~In accordance with the Partnership LPA, following the consummation of the Merger (x) the Value with respect to a REIT Share on any Valuation Date during the Initial Post~~-Closing Period shall be the amount equal to the Common Stock Merger Consideration minus the aggregate amount of all distributions per Partnership Common Unit declared or paid to the holders of Partnership Common Units during the period commencing on the Closing Date and ending on such Valuation Date (such amount, the “Initial Post5-~~Closing Value”).~~

AsItem previously disclosed, the Parent Parties have informed us that, in connection with financing the Merger, they expect that we and/or certain of our subsidiaries will incur an aggregate of approximately $28.901 ~~billion~~Other ~~to $3~~Events.4 billion of debt financing, which would be provided substantially concurrently with the Closing (the “Closing Financing”). The Closing Financing includes approximately $2.65 billion of debt financing that was provided in a debt commitment letter the Parent Parties previously received. The Parent Parties have informed us that they anticipate causing us to distribute, in accordance with the terms of the Partnership LPA and substantially concurrently with but effective after the Closing, the majority of the proceeds of the Closing Financing to the holders of the Partnership Common Units, including the Company, Class I High Performance Partnership Units and Partnership LTIP Units, to allow the Company to fund a portion of the Common Stock Merger Consideration using its share of such distribution, and that the amount of any such distribution could be approximately $6 to $10 per Partnership Common Unit. Any such distribution would result in the holder of a Partnership Common Unit receiving cash and the value of such Partnership Common Unit being reduced accordingly.

InSpecial addition, the Parent Parties also have informed us that they currently are pursuing up to an additional approximately $1.6 billion of debt financing, which may be incurred by us and/or certain of our subsidiaries during the third quarter of 2024 (the “Additional Financing”). The Parent Parties have also informed us that they anticipate causing us to distribute the majority of the proceeds from the Additional Financing, following the incurrence thereof and in accordance with the terms of the Partnership LPA, to the holders of the Partnership Common Units, including the Company, Class I High Performance Partnership Units and Partnership LTIP Units and that the amount of any such distribution could be up to approximately $10 per Partnership Common Unit. Any such distribution would also result in the holder of a Partnership Common Unit receiving cash and would have the effects described in “Distributions” below.Dividend

~~However,~~On ~~the~~June ~~actual~~28, ~~amount~~2024, offollowing ~~any~~the ~~Closing~~Effective ~~Financing or Additional Financing~~Time, ~~and~~ the ~~amount~~Partnership ofpaid ~~any~~a ~~distribution,~~special ~~will~~cash ~~depend~~distribution onin ~~various~~an ~~factors~~aggregate inamount ~~the~~ of ~~financing~~$79,042,435.90 ~~markets~~to atholders ~~the~~of ~~time~~record of ~~the~~Partnership ~~Closing~~Common ~~and~~Units, atClass ~~the~~I ~~time~~High ofPerformance ~~the~~Partnership ~~incurrence~~Units ofand ~~any~~LTIP ~~Additional~~Units ~~Financing,~~as ~~including~~of ~~interest~~immediately ~~rates~~following at the ~~applicable~~Effective ~~time,~~Time ~~and~~(the no“Special ~~assurance~~Dividend”), ~~can~~representing bea ~~provided~~distribution ~~that~~$7.70 ~~any~~per ~~financings~~Partnership orCommon ~~distributions~~Unit ~~will~~and ~~occur~~Class ~~or that~~I itHigh ~~will~~Performance ~~occur~~Partnership ~~within~~Unit (the ~~expected timeframes~~“Special Distribution”). ~~Even~~An ifaggregate ~~the~~of ~~Closing~~$1,227,636.10 ~~Financing~~was isdistributed ~~incurred,~~in itrespect isof ~~possible~~LTIP noUnits. The ~~Additional~~Company ~~Financing~~funded isa ~~incurred~~portion orof ~~that~~the ~~any~~Common ~~Additional~~Stock ~~Financing~~Merger isConsideration ~~incurred~~using ~~later~~its ~~than~~share ~~expected~~of the Special Distribution.

Following the Initial Post-Closing Period, assuming the Adjustment Factor applicable to Partnership Common Units is equal to 1.0, the Parent Parties have informed us that they intend to cause the General Partner to determine that the Value of a REIT Share (and other similar terms applicable to other classes of Partnership Units) on any Valuation ~~Date will equal the most recently determined and disclosed net asset value (“NAV”) per Partnership Common Unit in accordance with the Valuation~~ Policy (subject to the sections entitled “Distributions” and “Material Events” described below). The NAV per Partnership Common Unit will be based on the net asset values of our investments, the addition of any other assets (such as cash on hand), and the deduction of any liabilities, in all cases as described below.

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~~From~~On ~~time~~June to28, ~~time~~2024, ~~our~~the General Partner ~~may~~adopted ~~adopt~~a ~~changes~~valuation topolicy (the “Valuation Policy”) ifregarding itthe ~~(1)~~determination ~~determines~~of ~~that~~the ~~such~~“Value ~~changes~~of ~~are~~a ~~likely~~REIT toShare” ~~result~~following inthe ~~a more~~Initial ~~accurate~~Ten-Day ~~reflection~~Period. The ofValuation Policy sets out the ~~Value~~methodology ofto abe ~~REIT~~utilized ~~Share~~in orcalculating athe ~~more~~net ~~efficient~~asset orvalue ~~less~~of ~~costly~~the Partnership ~~procedure~~Common Units, and provides for the determination of ~~the~~net ~~Value~~asset ofvalue on a ~~REIT~~quarterly ~~Share~~basis. Through ~~without~~the ~~having~~quarter aending ~~material~~September ~~adverse~~30, ~~effect~~2024, on the ~~accuracy~~net ofasset ~~such~~value ~~determination~~will orbe ~~(2)~~deemed ~~otherwise reasonably~~to ~~believes~~equal athe ~~change~~Initial isPost-Closing ~~appropriate~~Value, subject to adjustment for ~~the~~any ~~determination~~additional ofdistributions ~~the~~or ~~Value~~material ofchanges aas ~~REIT~~described ~~Share~~in the Valuation Policy.

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~~Our Independent Valuation Advisor~~-6-

With the approval of our General Partner, we will engage one or more independent valuation advisors with respect to our real properties to review internal valuations prepared by the General Partner for reasonableness. All references herein to “independent valuation advisor” refer to any independent valuation advisors then-currently engaged by us, unless the context requires otherwise. While an independent valuation advisor will review our property valuations, the independent valuation advisor is not responsible for, and does not calculate, our NAV or the Value of a REIT Share. Any independent valuation advisor may be replaced at any time by our General Partner. The General Partner is ultimately and solely responsible for the determination of our NAV and the Value of a REIT Share (and our NAV per Partnership Common Unit). Our independent valuation advisor will discharge its responsibilities in accordance with the Valuation Policy.

Valuation of Investments

Consolidated Properties

Our properties will initially be valued at an aggregate value implied by the enterprise value of the transaction contemplated by the Merger Agreement.

For the purpose of calculating our quarterly NAV, any properties subsequently acquired will initially be valued at cost, which we expect to represent fair value at that time, subject to any variation pursuant to the Valuation Policy. In accordance with GAAP, we determine whether the acquisition of a property qualifies as an asset acquisition or business combination. We capitalize acquisition-related costs associated with asset acquisitions and expense such costs associated with business combinations.

Each property will be valued by an independent third-party appraisal firm annually. Annual appraisals may be delayed for a short period if a reasonable basis exists for such delay (e.g., a pending sale). Based in part on these appraisals, the General Partner will render a final internal valuation in order to calculate our NAV. The appraisals for our property investments performed by independent third-party appraisal firms will be one of several components considered by the General Partner in determining the value of our properties that will be used when it calculates our NAV.

Properties purchased or treated as a portfolio may be valued as a single asset. In certain cases, assets may be valued as portfolios determined by the General Partner based on the characteristics and geographical basis of the underlying properties. Each third-party appraisal will be performed in accordance with the Uniform Standards of Professional Appraisal Practice. Upon conclusion of the appraisal, the independent third-party appraisal firm will prepare a written report with an estimated range of gross market value of the property. Concurrent with the appraisal process, the General Partner will value each property and, taking into account the appraisal, among other factors, will determine the appropriate valuation within the range provided by the independent third-party appraisal firm. Each appraisal must be reviewed, approved and signed by an individual with the professional designation of MAI (a Designated Member of the Appraisal Institute) or similar designation or, for international appraisals, a public or other certified expert for real estate valuations. Any appraisal provided by an independent third-party appraisal firm will be performed in accordance with the Valuation Policy.

The General Partner will value our properties quarterly, based on current material market data and other information deemed relevant, with review for reasonableness by our independent valuation advisor. When an annual appraisal by an independent third-party appraisal firm is received, our valuations will fall within range of such third-party appraisal absent a determination by the General Partner that such appraisal is not reasonable; however, updates to valuations thereafter may be outside of the range of values provided in the most recent third-party appraisal. Although quarterly reviews of each of our real property valuations will be performed by our independent valuation advisor, such reviews are based on asset and portfolio level information provided by the General Partner, including historical or forecasted operating revenues and expenses of the properties, lease agreements on the properties, revenues and expenses of the properties, information regarding recent or planned estimated capital expenditures, the then-most recent annual third-party appraisals, and any other information relevant to valuing the real estate property, which information will not be independently verified by our independent valuation advisor. In cases in which our net equity interests in certain properties have no net asset value due to factors such as cash flow performance or marketability, as reasonably determined by the General Partner, the General Partner may exclude such properties from the appraisal process and the review by our independent valuation advisor.

The General Partner will monitor our properties for significant events that the General Partner believes may be expected to have a material impact on the most recent estimated values of such property. If, in the opinion of the General Partner, an event becomes known to the General Partner (including through communication with our independent valuation advisor) that is likely to have any material impact on previously provided estimated values of the affected properties, the General Partner will adjust the valuation of such properties for purposes of calculating the Value of a REIT Share on a subsequent Valuation Date during the applicable quarter. If deemed appropriate by the General Partner, any necessary adjustment will be determined as soon as practicable. Annual appraisals may also trigger an adjustment in the value of a property when received.

Real estate valuations are performed on a free and clear basis (for example, without taking into consideration any mortgage on the property), irrespective of any property level financing that may be in place. We expect to use the discounted cash flow methodology (income approach) as the primary methodology to value properties, whereby a property’s value is calculated by discounting the estimated cash flows and the anticipated terminal value of the subject property by the assumed new buyer’s normalized weighted average cost of capital for the subject property. Consistent with industry practices, the income approach also incorporates subjective judgments regarding comparable rental and operating expense data, capitalization or discount rate, and projections of future rent and expenses based on appropriate evidence as well as the residual value of the asset as components in determining value. Other methodologies that may also be used to value properties include sales comparisons and replacement cost approaches. Under the sales comparison approach, an estimate of value is made by comparing the subject property to similar, recently sold properties in the surrounding or competing area. The replacement cost approach relies on the principle of substitution, which holds that when a property is replaceable in the market, its value tends to be set at the cost of acquiring an equally desirable substitute property, assuming that no costly delay is encountered in making the substitution.

In conducting their investigations and analyses, our independent valuation advisor and our independent third-party appraisal firms will take into account customary and accepted financial and commercial procedures and considerations as they deem relevant, which may include, without limitation, the review of documents, materials and information relevant to valuing the property that are provided by us, such as (i) historical or forecasted operating revenues and expenses of the property; (ii) lease agreements on the property; (iii) the revenues and expenses of the property; (iv) information regarding recent or planned estimated capital expenditures; and (v) any other information relevant to valuing the real estate property. Although our independent valuation advisor may review information supplied or otherwise made available by us for reasonableness, it will assume and rely upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to it by any other party, and will not undertake any duty or responsibility to verify independently any of such information. With respect to operating or financial forecasts and other information and data to be provided to or otherwise to be reviewed by or discussed with our independent valuation advisor, our independent valuation advisor will assume that such forecasts and other information and data were reasonably prepared in good faith on bases reflecting currently available estimates and judgments of our management and the General Partner, and will rely upon the General Partner to advise our independent valuation advisor promptly if any material information previously provided becomes inaccurate or was required to be updated during the period of review.

Each individual appraisal report for our assets will be addressed solely to the General Partner or its affiliate to assist in calculating our NAV. The appraisal reports relating to our properties will not be addressed to the public, will not contain any conclusion regarding our NAV and may not be relied upon by any other person to establish an estimated value of our Partnership Common Units and will not constitute a recommendation to any person to purchase or sell any Partnership Units. In preparing appraisal reports, independent third-party appraisal firms will not, and will not be requested to, solicit third-party indications of interest for our Partnership Units or any of our properties in connection with possible purchases thereof or the acquisition of all or any part of us.

The General Partner’s valuation of each investment’s liabilities, including any third-party incentive fee payments or investment level debt, deal terms and structure will not be reviewed by our independent valuation advisor or appraised. The General Partner will then incorporate such adjusted valuations into our NAV.

Unconsolidated Properties Held Through Joint Ventures

Unconsolidated properties held through joint ventures generally will be valued in a manner that is consistent with the methodology described above for consolidated properties, to the extent we have substantially similar access and information with respect to such joint venture. Once the value of a property held by the joint venture is determined and we determine the fair value of any other assets and liabilities of the joint venture, the value of our interest in the joint venture would then be determined by the General Partner using a hypothetical liquidation calculation to value our interest in the joint venture, which would be a percentage of the joint venture’s NAV. Unconsolidated properties held in a joint venture that acquires multiple properties over time may be valued as a single investment.

Liabilities

We will include the fair value of our liabilities as part of our NAV calculation. We expect that these liabilities will include accounts payable, accrued operating expenses, property-level mortgages, any portfolio-level credit facilities and other liabilities. All liabilities will be valued using widely accepted methodologies specific to each type of liability. Our debt will generally be valued at fair value in accordance with GAAP. The General Partner’s valuation of each investment’s liabilities, including any third-party incentive fee payments or investment level debt, deal terms and structure will not be reviewed by our independent valuation advisor or appraised.

NAV and NAV Per Partnership Common Unit Calculation

In accordance with the Valuation Policy, our General Partner will calculate our NAV as of the last calendar day of each calendar quarter using a process that reflects several components (each as described above), including the estimated fair value of (1) each of our properties based in part upon the last annual appraisal received from a third-party independent valuation firms, as finally determined and updated quarterly by the General Partner, with review for reasonableness by our independent valuation advisor and (2) our other assets (such as cash on hand) and liabilities.

Calculation of our quarterly NAV will include, without limitation, accruals of our net portfolio income, interest expense, distributions and unrealized/realized gains and losses on assets. Calculation of our quarterly NAV will also include material non-recurring events, such as capital expenditures and material property acquisitions and dispositions occurring during the calendar quarter. Notwithstanding anything herein to the contrary, the General Partner may in its discretion consider material market data and other information that becomes available after the end of the applicable calendar quarter in valuing our assets and liabilities and calculating our NAV for a particular calendar quarter.

NAV per Partnership Common Unit is calculated by dividing the NAV by the number of issued and outstanding Partnership Common Units. For this purpose, we deem common unit equivalents to be Partnership Common Units. Common unit equivalents include: (i) the number of Partnership Common Units that would be issued upon conversion of convertible Partnership Preferred Units if the implied value of the Partnership Preferred Units, on an as-converted basis, is greater than their liquidation preference and (ii) the number of Partnership Common Units that would be issued, upon conversion of Partnership LTIP Units to which a conversion right applies (assuming the full vesting thereof). Partnership Preferred Units that are not convertible, and Partnership Preferred Units that are convertible but which have an implied value, on an as-converted basis, that is less than or equal to their liquidation preference, will in each case be deemed to be a liability of the Partnership and will not be deemed to be Partnership Common Units.

Distributions

If the Partnership has paid a distribution in respect of the Partnership Common Units following the end of the prior calendar quarter or following the occurrence of a Material Change (as defined below), and prior to the disclosure of the next NAV per Partnership Common Unit after such distribution, the NAV per Partnership Common Unit as otherwise in effect at such time will be reduced by an amount equal to such distribution per Partnership Common Unit.

In accordance with the Partnership LPA, following the delivery of a Notice of Redemption, the applicable holder of Partnership Common Units does not have the right to receive distributions with respect to any Partnership Common Units that are the subject of such Notice of Redemption, whether or not a record date for such distribution precedes or coincides with the delivery of such Notice of Redemption. As such, the declaration of a distribution will not reduce the NAV per Partnership Common Unit until such time as the applicable distribution is paid.

Material Events

As described above, generally, our Value of a REIT Share will equal the most recently determined NAV per Partnership Common Unit, which is expected to be determined by the General Partner on a quarterly basis in accordance with the Valuation Policy.

However, the General Partner may determine the Value of a REIT Share as of any particular Valuation Date to be an amount that it believes is more appropriate than the most recently determined NAV per Partnership Common Unit (including by updating a previously determined NAV per Partnership Common Unit) where the General Partner believes there has been a material change (positive or negative) (a “Material Change”) to our NAV per Partnership Common Unit since the end of the prior calendar quarter due to the aggregate impact of factors such as unforeseen financial conditions, general significant market events or disruptions, force majeure events, changes in our capitalization (including as a result of conversions of certain Partnership Preferred Units into Partnership Common Units). The General Partner may determine whether a Material Change has occurred to our NAV per Partnership Common Unit since the end of the prior calendar quarter and has discretion over what such Value of a REIT Share as of a particular Valuation Date will be.

If (1) a holder of Partnership Common Units delivers a Notice of Redemption to the Partnership after the occurrence of a Material Change and prior to the disclosure of the next NAV per Partnership Common Unit after such Material Change and (2) the NAV per Partnership Common Unit that is next disclosed by the Partnership following such Material Change is greater than the most recently disclosed NAV per Partnership Common Unit at the time such Notice of Redemption is delivered, then such holder will have the right to withdraw its Notice of Redemption by providing written notice of the exercise of such withdrawal right to the Partnership during the ten day period following the disclosure of the new NAV per Partnership Common Unit.

Risk Factors

In addition to the other information contained in the Valuation Policy, you should specifically consider the following material risks as well as those in our Annual Report on Form 10-K for the year ended December 31, 2023 and in the proxy statement filed by the Company with the Securities and Exchange Commission “SEC” on May 21, 2024 relating to the Merger. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are most significant as it relates to the application of the Valuation Policy. As used herein, the term “you” refers to our current unitholders.

Redemptions of our units are generally based on our most recent quarter-end calculations of NAV per Partnership Common Unit, which calculations are not current as of a future date.

Generally, the price at which we make redemptions of our Partnership Common Units will equal the NAV per Partnership Common Unit as of the last day of the prior calendar quarter. The NAV per Partnership Common Unit, if calculated as of the date on which you deliver a Notice of Redemption, may be significantly different than the redemption price you receive. Certain of our investments or liabilities could change in value significantly between the end of the prior calendar quarter as of which our NAV is determined and the date that you deliver a Notice of Redemption, however the prior calendar quarter’s NAV per Partnership Common Unit will generally continue to be used as the Value of a REIT Share. Because the price at which your Partnership Common Units may be redeemed by us is generally based on our prior calendar quarter’s NAV per Partnership Common Unit, you may receive less than realizable value for your investment.

The General Partner has discretion to determine whether a Material Event has occurred, and whether and in what amount to make adjustments to the Value of a REIT Share, prior to the end of the then-current calendar quarter.

As described above in “Material Events”, the General Partner may, in its sole discretion, but is not obligated to, determine the Value of a REIT Share as of any particular Valuation Date to be an amount that it believes is more appropriate than the most recently determined NAV per Partnership Common Unit (including by updating a previously determined NAV per Partnership Common Unit) where it believes there has been a Material Change (positive or negative) to our NAV per Partnership Common Unit since the end of the prior calendar quarter. If the General Partner determines that a Material Event has not occurred, or determines that one has occurred but does not adjust the Value of a REIT Share to account for such Material Change, you may receive less than realizable value for your investment. On the other hand, if the General Partner determines that a Material Event has occurred and adjusts the Value of a REIT Share to account for such Material Change, the amount of the adjustment may not fully and accurately reflect the impact of the Material Event. As a result, you may receive less than realizable value for your investment. See “—It may be difficult to reflect, fully and accurately, material events that may impact our quarterly NAV per Partnership Common Unit” below.

Valuations and appraisals of our real estate are estimates of fair value and may not necessarily correspond to realizable value.

Our properties will initially be valued at an aggregate value implied by the enterprise value of the transactions contemplated by the Merger Agreement. For the purpose of calculating our quarterly NAV, any properties subsequently acquired will initially be valued at cost, which we expect to represent fair value at that time. The General Partner will then value our properties quarterly, based on current material market data and other information deemed relevant, with review for reasonableness each quarterly by an independent valuation advisor. Each property will be valued by an independent third-party appraisal firm annually. Annual appraisals may be delayed for a short period in certain circumstances. Concurrent with the appraisal process, the General Partner will value each property and, taking into account the appraisal, among other factors, will determine the appropriate valuation within the range provided by the independent third-party appraisal firm.

Although quarterly valuations of each of our real properties will be reviewed for reasonableness by an independent valuation advisor, such reviews are based on asset- and portfolio-level information provided by the General Partner, including historical operating revenues and expenses of the properties, lease agreements on the properties, revenues and expenses of the properties, information regarding recent or planned capital expenditures and any other information relevant to valuing the real property, which information will not be independently verified by the independent valuation advisor. While the independent valuation advisor is responsible for reviewing our property valuations as set forth in our Valuation Policy, the independent valuation advisor is not responsible for, and does not calculate, our NAV per Partnership Common Unit, and the General Partner is ultimately and solely responsible for the determination of our NAV per Partnership Common Unit.

Within the parameters of our Valuation Policy, the valuation methodologies used to value our properties and certain of our investments will involve subjective judgments and projections with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond its control and our control, as well as certain factual matters, and may not be accurate. For example, our independent valuation advisor and other independent third-party appraisal firms will assume that we have clear and marketable title to each real estate property valued, that no title defects exist unless specifically informed to the contrary, that improvements were made in accordance with law, that no hazardous materials are present or were present previously, that no deed restrictions exist, and that no changes to zoning ordinances or regulations governing use, density or shape are pending or being considered. Furthermore, our independent valuation advisor’s review, opinions and conclusions will necessarily be based upon market, economic, financial and other circumstances and conditions existing prior to the valuation, and any material change in such circumstances and conditions may affect our independent valuation advisor’s review and conclusions. Our independent valuation advisor’s review reports may contain other assumptions, qualifications and limitations set forth in the respective appraisal reports that qualify the review, opinions and conclusions set forth therein. Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller.

As such, valuations and appraisals of our properties will be only estimates of fair value, and the carrying value of our real properties may not reflect the price at which the properties could be sold in the market. Our NAV per Partnership Common Unit does not represent the amount of our assets less our liabilities in accordance with GAAP. The difference between carrying value and the ultimate sales price could be material. In addition, accurate valuations are more difficult to obtain in times of low transaction volume because there are fewer market transactions that can be considered in the context of the appraisal. There will be no retroactive adjustment in the valuation of such assets or the price we paid to redeem Partnership Common Units to the extent such valuations prove to not accurately reflect the realizable value of our assets. Because the price at which your Partnership Common Units may be redeemed by us are generally based on our prior calendar quarter’s NAV per Partnership Common Unit, you may receive less than realizable value for your investment.

Our NAV per Partnership Common Unit may change materially if the appraised values of our properties materially change from prior appraisals, the actual operating results for a particular calendar quarter differ from what we originally budgeted for that quarter or if the value of a liability (contingent or otherwise) is determined to be different than initially anticipated.

Each of our properties will be appraised at least once per year. When these appraisals are considered by the General Partner for purposes of valuing the relevant property, there may be a material change in our NAV per Partnership Common Unit from the value previously reported. In addition, actual operating results for a given calendar quarter may differ from what we originally budgeted for that quarter. It is also possible that we determine that we underestimated or overestimated the value of our existing liabilities (contingent or otherwise) in a prior calendar quarter. Any of the foregoing may cause a material increase or decrease in the NAV per Partnership Common Unit for a subsequent calendar quarter. We will not retroactively adjust the NAV per Partnership Common Unit reported for a previous calendar quarter. Therefore, because a new annual appraisal may differ materially from the prior appraisal, the actual results from operations may be better or worse than what we previously budgeted for a particular calendar quarter or because the value of our liabilities may be different than originally anticipated, the adjustment to take into consideration the new appraisal, actual operating results or new valuation of liabilities may cause the NAV per Partnership Common Unit to increase or decrease, and such increase or decrease will occur only as of the end of the calendar quarter in which the adjustment is made.

It may be difficult to reflect, fully and accurately, material events that may impact our quarterly NAV per Partnership Common Unit.

The General Partner’s determination of our quarterly NAV per Partnership Common Unit will be based in part on appraisals of each of our properties provided annually by independent third-party appraisal firms and reviewed by an independent valuation advisor, each in accordance with Valuation Policy. As a result, our published NAV per Partnership Common Unit in any given calendar quarter may not fully reflect any or all changes in value that may have occurred since the most recent appraisal or valuation. The General Partner will review appraisal reports and is responsible for notifying the applicable independent valuation advisor of the occurrence of any property-specific or market-driven event it believes may cause a material valuation change in the real estate valuation, but it may be difficult to reflect fully and accurately rapidly changing market conditions or material events that may impact the value of our real estate or liabilities between valuations, or to obtain complete information regarding any such events in a timely manner. For example, an unexpected termination or renewal of a material lease, a material increase or decrease in vacancies or an unanticipated structural or environmental event at a property may cause the value of a property to change materially, yet obtaining sufficient relevant information after the occurrence has come to light and/or analyzing fully the financial impact of such an event may be difficult to do and may require some time. As a result, the NAV per Partnership Common Unit may not reflect a material event until such time as sufficient information is available and analyzed, and the financial impact is fully evaluated, such that our NAV per Partnership Common Unit may be appropriately adjusted in accordance with our Valuation Policy. Depending on the circumstance, the resulting potential disparity in our NAV per Partnership Common Unit may be in favor or to the detriment of either unitholders who deliver a Notice of Redemption, or other existing unitholders.

NAV calculations are not governed by governmental or independent securities, financial or accounting rules or standards.

While we believe our NAV calculation methodologies are consistent with standard industry practices, there is no SEC or other regulatory agency rule or regulation that requires we calculate NAV, or the components used in calculation NAV, in a certain way. As a result, other companies in the real estate industry may use different methodologies or assumptions to determine NAV.

Further, there are no accounting rules or standards that prescribe which components should be used in calculating NAV, and our NAV per Partnership Common Unit is not audited by our independent registered public accounting firm. We will calculate and publish NAV per Partnership Common Unit quarterly solely for purposes of establishing the Value of a REIT Share and similar terms as set forth in our Partnership LPA, including for purposes of redeeming Partnership Common Units in accordance with the Partnership LPA. You should not view our quarterly NAV per Partnership Common Unit, on its own, as a measure of our historical or future financial condition or performance. The components and methodology used in calculating our NAV per Partnership Common Unit may differ from those used by other companies now or in the future.

In addition, calculations of our NAV per Partnership Common Unit, to the extent that they incorporate valuations of our assets and liabilities, are not prepared in accordance with GAAP. These valuations may differ from liquidation values that could be realized in the event that we were forced to sell assets.

Additionally, errors may occur in calculating our NAV per Partnership Common Unit, which could impact the price at which we redeem Partnership Common Units. If such errors were to occur, the General Partner, depending on the circumstances surrounding each error and the extent of any impact the error has on the price at which Partnership Common Units are redeemed, may determine in its sole discretion to take certain corrective actions in response to such errors, including making adjustments to prior NAV calculations. You should carefully review the disclosure of our Valuation Policy as described above and how NAV per Partnership Common Unit will be calculated.

We may need to adjust the methodologies used in calculating NAV per Partnership Common Unit in certain situations.

While the methodologies contained in our Valuation Policy are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a significant disruption in relevant markets, a terrorist attack or an act of nature), our ability to calculate NAV per Partnership Common Unit may be impaired or delayed, including, without limitation, circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents upon which we may rely upon in determining the quarterly value of our NAV. In these circumstances, a more accurate valuation of our NAV per Partnership Common Unit could be obtained by using different assumptions or methodologies. Accordingly, in special situations when, in the General Partner’s reasonable judgment, the administration of the Valuation Policy would result in a valuation that does not represent a fair and accurate estimate of the value of our investment, alternative methodologies may be applied.

Our independent valuation advisor and/or independent third-party appraisers may have conflicts of interests and other relationships with us and our affiliates.

To the extent engaged, we expect to pay fees to our independent valuation advisor upon its delivery to us of its review reports. We also expect to agree to indemnify any independent valuation advisor against certain liabilities arising out of its engagement.

We expect that any independent valuation advisor and certain of the independent third-party appraisers we engage will have provided, and will be expected to continue to provide, real estate appraisal, appraisal management and real estate valuation advisory services to Blackstone and its affiliates and will have received, and would be expected to continue to receive, fees in connection with such services. We also expect that any independent valuation advisor and certain of the independent third-party appraisers we may engage, and their respective affiliates, may from time to time in the future perform other commercial real estate and financial advisory services for Blackstone and its affiliates, or in transactions related to the properties that are the subjects of the valuations being performed for us, or otherwise, so long as such other services do not adversely affect the independence of the independent valuation advisor or the applicable appraiser as certified in the applicable appraisal report.

We do not make any representations, warranties or guarantees regarding the accuracy of our NAV.

As described above, valuations and appraisals of our real estate are estimates of fair value and may not necessarily correspond to realizable value. Accordingly, we do not represent, warrant or guarantee that:

• a unitholder would be able to realize the NAV per Partnership Common Unit for the Partnership Common Units a unitholder owns if the unitholder attempts to sell its Partnership Common Units;

• a unitholder would ultimately realize distributions per Partnership Common Unit equal to the NAV per Partnership Common Unit for the Partnership Common Units it owns upon liquidation of our assets and settlement of our liabilities or a sale of our company;

• our Partnership Common Units would trade at their NAV per Partnership Common Unit on a national securities exchange;

• a third party would offer the NAV per Partnership Common Unit in an arm’s-length transaction to purchase all or substantially all of our Partnership Common Units; or

• the NAV per Partnership Common Unit would equate to a market price of an open-ended real estate fund.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit Number		Exhibit Description
3.1		Amendment No. 12 Toto ~~The~~the Seventh Amended ~~And~~and Restated Agreement Ofof Limited Partnership Ofof Apartment Income REIT, L.P.~~, Dated June 25, 2024.~~
3.2		Amendment to Certificate of Limited Partnership of Apartment Income REIT, L.P.
10.1		Loan Agreement, dated as of June 28, 2024, among Wells Fargo Bank, National Association, Bank of Montreal, Morgan Stanley Mortgage Capital Holdings LLC, Société Générale Financial Corporation, Bank of Montreal, JPMorgan Chase Bank, National Association, Barclays Bank plc, Goldman Sachs Bank USA, Bank of America, N.A., and Deutsche Bank AG, New York Branch, collectively, as the lenders, and the borrower entities identified on Exhibit A attached thereto, as the borrowers.
99.1		Press Release issued on June 28, 2024.
99.2		Valuation Policy of Apartment Income REIT, L.P.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 ~~thereunto~~hereunto duly authorized.

		APARTMENT INCOME REIT CORP.
	APARTMENT INCOME REIT LLC, as successor to Apartment Income REIT Corp.
Date:	June 25, 2024	By:	/s/ Paul Beldin
Dated: July 1, 2024	By:	/s/ Paul Beldin
			Paul Beldin Executive Vice President and Chief Financial Officer
		Name: Paul Beldin
		APARTMENT INCOME REIT, L.P.
		Title: Executive Vice President and Chief Financial Officer
		By: AIR-GP, Inc., its General Partner
		By:	/s/ Paul Beldin
			Paul Beldin Executive Vice President and Chief Financial Officer

	APARTMENT INCOME REIT, L.P. By: AIR-GP LLC, its General Partner

	By:	/s/ Paul Beldin
		Name: Paul Beldin
		Title: Executive Vice President and Chief Financial Officer

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