Apartment Income REIT (AIRC) Proxy Filing summary

Executive summary

• A merger agreement was entered into with affiliates of Blackstone, with the board unanimously approving the transaction and a special stockholder meeting scheduled for June 25, 2024 to vote on the proposal.

• The merger will be financed with $2.9–$3.4 billion in debt at closing, potentially increasing to $5.3–$6.8 billion in total indebtedness if additional financing is obtained in Q3 2024, raising the loan-to-value ratio from 35% to as high as 68%.

• The company received multiple demand letters and lawsuits from stockholders alleging inadequate disclosures and breaches of fiduciary duty, but denies any wrongdoing and is providing supplemental disclosures to avoid litigation delays.

• Forward-looking statements highlight risks including completion of the merger, litigation, business disruptions, and market uncertainties.

Voting matters and shareholder proposals

• Stockholders are being asked to vote on the adoption of the merger agreement at a special meeting.

• The company has received approximately 14 demand letters and three lawsuits from stockholders challenging proxy disclosures and seeking to enjoin the merger or require additional disclosures.

Board of directors and corporate governance

• The board, including independent directors, reviewed multiple proposals and unanimously approved the Blackstone merger.

• No post-closing employment or equity participation was discussed with management prior to the merger agreement.

• Citi disclosed relationships with the company, Blackstone, and other parties, and less than 1% equity ownership in both the company and Blackstone as of April 1, 2024.