United States securities and exchange commission logo
September 9, 2020
Lisa Cohn
Executive Vice President, General Counsel and Secretary
AIMCO-LP, Inc.
4582 South Ulster Street, Suite 1700
Denver, CO 80237
Re: AIMCO-LP, Inc.
Draft Registration
Statement on Form 10
Filed August 13,
2020
CIK 0001820877
Dear Ms. Cohn:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form 10 submitted August 13, 2020
Summary
Our Company, page 1
1. We note your disclosure
of estimated gross asset value ("GAV") and estimated Net Asset
Value ("NAV") as of
March 31, 2020. Please tell us how you considered the need to
provide a detail of how
these amounts are calculated, including disclosure of the
methodology, estimates
and/or assumptions underlying these calculations.
Questions and Answers about Spinco and the Spin-Off, page 17
2. We note that you
include a question on page 20 regarding how the rights of
shareholders will
change in the transaction, however, the disclosure associated with the
Lisa Cohn
FirstName LastNameLisa Cohn
AIMCO-LP, Inc.
Comapany 9,
September NameAIMCO-LP,
2020 Inc.
September
Page 2 9, 2020 Page 2
FirstName LastName
question only indicates that the amount of securities owned will
remain unchanged.
Please expand your disclosure to briefly summarize how shareholders'
rights will be
affected.
The Spin-Off
Accounting Treatment, page 63
3. We note your disclosure of the accounting treatment of the spin-off
transaction. Please
provide us with a detailed accounting analysis of the spin-off
transaction. In your
response, please name all of the entities that are involved in this
transaction and their
roles, including legal spinnor, legal spinnee, accounting spinnor and
accounting spinnee.
Within your response, please reference ASC 505-60.
Notes to Unaudited Pro Forma Combined Financial Statements
Adjustments to the Unaudited Pro Forma Combined Statements of Operations, page
72
4. We note your adjustment (B) and that you adjust to recognize selling
profit or loss
pursuant to the Master Leasing Agreement. Please tell us how you
determined this item
has a continuing impact. Please refer to Article 11 of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity, page 81
5. We note your disclosure of the estimated fair market value of your
unencumbered
communities as of December 31, 2019 and June 30, 2020. Please tell us
how you
considered the need to provide a detail of how these amounts are
calculated, including
disclosure of the methodology, estimates and/or assumptions underlying
these
calculations.
Non-GAAP Measures, page 85
6. We note your reconciliation between Net Income and Adjusted EBITDAre
on page 90
includes the caption Pro forma adjustment, net. Please help us to
better understand
footnote 1 to the reconciliation and tell us with more specificity
what comprises this
adjustment. This comment also applies to your reconciliation on page
117.
7. We note your disclosure of Economic Income. Please explain to us in
greater detail why
you believe Economic Income represents stockholder value-creation and
total return
earned by your stockholders. In your response, please tell us how
Economic Income is
related to the actual return a stockholder realized on the stock of
Apartment Investment
and Management Company.
Exclusive Forum for Certain Litigation, page 158
8. We note that your forum selection provision identifies the the Circuit
Court for Baltimore
City, Maryland as the exclusive forum for certain litigation,
including any derivative
Lisa Cohn
AIMCO-LP, Inc.
September 9, 2020
Page 3
action. Please disclose whether this provision applies to actions
arising under the
Securities Act or Exchange Act. Additionally, please add a risk factor
that addresses the
risks of the exclusive forum provision. In that regard, we note that
Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
over all suits brought to enforce any duty or liability created by the
Securities Act or the
rules and regulations thereunder. If the provision applies to Securities
Act claims, please
also revise to state that there is uncertainty as to whether a court
would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. If this provision does not apply to
actions arising
under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
provision in the governing documents states this clearly, or tell us how
you will inform
investors in future filings that the provision does not apply to any
actions arising under the
Securities Act or Exchange Act.
You may contact Howard Efron at (202) 551-3439 or Jennifer Monick at
(202) 551-3295
if you have questions regarding comments on the financial statements and
related
matters. Please contact Jonathan Burr at (202) 551-5833 or Erin E. Martin at
(202) 551-
3391 with any other questions.
Sincerely,
FirstName LastNameLisa Cohn
Division of
Corporation Finance
Comapany NameAIMCO-LP, Inc.
Office of Real
Estate & Construction
September 9, 2020 Page 3
cc: Joseph A. Coco
FirstName LastName