8-K

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): June 8, 2022

Preferred Apartment Communities, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland                001-34995                27-1712193

(State or other jurisdiction            (Commission                (IRS Employer

of incorporation)                File Number)                Identification No.)

3284 Northside Parkway NW, Suite 150, Atlanta, GA 30327

(Address of Principal Executive Offices) (Zip code)

Registrant's telephone number, including area code: (770) 818-4100

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:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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        Name of each exchange on which registered

Common Stock, par value $.01 per share         APTS                 NYSE

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 8.01    Other Events.

On June 8, 2022, Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), issued a press release announcing that the Company (i) has re-opened exercises of warrants (the “Warrants”) to purchase shares of the Company’s Common Stock, par value $0.01 per share, beginning on June 8, 2022, due to the adjournment of the special meeting of stockholders to consider and vote on, among other things, the all-cash acquisition (the “Merger”) of the Company by Blackstone Real Estate Income Trust, Inc. and (ii) in connection with the Merger, will again suspend exercises of Warrants after the close of business on June 15, 2022.

The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

99.1    Press Release of Preferred Apartment Communities, Inc. dated June 8, 2022.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

PREFERRED APARTMENT COMMUNITIES, INC.

(Registrant)

Date: June 8, 2022	By:	/s/ Jeffrey R. Sprain
		Jeffrey R. Sprain
		Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Preferred Apartment Communities, Inc. Announces Re-Opening of Warrant Exercises

Atlanta, GA – June 8, 2022 – Preferred Apartment Communities, Inc. (NYSE: APTS) (“PAC” or the “Company”) today announced that PAC has re-opened exercises of warrants to purchase shares of Common Stock of the Company (the “Company Warrants”) due to the adjournment of the special meeting of stockholders to consider and vote on, among other things, the all-cash acquisition of PAC by Blackstone Real Estate Income Trust, Inc. (“BREIT”).

Company Warrants can be exercised beginning today through the close of business on June 15, 2022 (the “Cut-Off Date”). PAC will again suspend exercises of the Company Warrants after the Cut-Off Date, which will enable PAC to obtain an accurate count of securities and will facilitate payment of the consideration due to the holders of Common Stock of the Company pursuant to the terms of the previously announced acquisition of PAC by BREIT, which, subject to PAC stockholder approval and satisfaction of other customary conditions, is now expected to close on or about June 23, 2022 (the “Closing Date”).

On and from the Closing Date, the holders of any outstanding Company Warrants may exercise their Company Warrants in accordance with their terms pursuant to a cashless exercise, whereupon they shall receive a cash payment of $25.00 per share of Common Stock of the Company underlying the exercised Company Warrants (without interest and less any applicable withholding taxes), less the applicable exercise price set forth in such Company Warrants.

Any Company Warrant exercises submitted on or prior to the Cut-Off Date will be processed in accordance with the standard exercise schedule by approximately June 17, 2022.

About Preferred Apartment Communities, Inc.

Preferred Apartment Communities, Inc. (NYSE: APTS) is a real estate investment trust engaged primarily in the ownership and operation of Class A multifamily properties, with select investments in grocery-anchored shopping centers. Preferred Apartment Communities’ investment objective is to generate attractive, stable returns for stockholders by investing in income-producing properties and acquiring or originating real estate loans. As of March 31, 2022, the Company owned or was invested in 113 properties in 13 states, predominantly in the Southeast region of the United States.Learn more at www.pacapts.com.

SOURCE: Preferred Apartment Communities, Inc.

Preferred Apartment Communities, Inc.

John A. Isakson 770-818-4109

Chief Financial Officer

Email: jisakson@pacapts.com

Preferred Apartment Communities, Inc.

Paul Cullen 770-818-4144

Executive Vice President-Investor Relations

Email: Investorrelations@pacapts.com

XML

Cover	Jun. 08, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 08, 2022
Entity Registrant Name	Preferred Apartment Communities, Inc.
Entity File Number	001-34995
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	27-1712193
Entity Address, Address Line One	3284 Northside Parkway NW, Suite 150,
Entity Address, City or Town	Atlanta,
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30327
City Area Code	(770)
Local Phone Number	818-4100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0001481832
Amendment Flag	false
Trading Symbol	APTS
Entity Emerging Growth Company	false
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share