United States securities and exchange commission logo
October 21, 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.
Amendment No. 1 to
Draft Registration
Statement on Form 10
Submitted September
30, 2020
CIK 0001820877
Dear Ms. Cohn:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement submitted September 30,
2020
Summary
Our Company, page 1
1. We note that you will
retain a portfolio of 98 multifamily properties and that Aimco and
the New OP will hold a
portfolio of development and redevelopment properties in
addition to a portfolio
of 11 stabilized properties and certain other assets, which will
provide revenue to help
meet on-going liquidity needs. Please provide more detail to as to
how these specific
assets were selected and clarify any methodology used to allocate such
assets.
Lisa Cohn
AIMCO-LP, Inc.
October 21, 2020
Page 2
Reasons for the Spin-Off, page 9
2. Please briefly describe the material negative factors that the board
considered when
determining whether to engage in the spin-off transaction.
Conditions to the Spin-Off, page 65
3. We note your statement that the Aimco board of directors can, in their
sole
discretion, waive certain conditions to the spin-off, including that:
(i) all actions and
filings necessary under federal or state securities laws related to
the transaction shall have
been taken; (ii) the acceptance of AIR's common stock for listing;
(iii) any material
government authorizations necessary to consummate the spin-off shall
have been
obtained; (iv) the receipt of a tax opinion from counsel that AIR will
be organized in
conformity with the requirements for qualification as a REIT; and (v)
no preliminary or
permanent injunction shall be in effect that prevents the consummation
of the Spin-Off.
Please update your disclosure to discuss to potential consequences to
stockholders if the
Aimco board of directors waives such conditions and proceeds with the
spin-off.
Notes to Unaudited Pro Forma Combined Financial Statements, page 76
4. We note your adjustment (C) to the Unaudited Pro Forma Consolidated
Balance Sheet
does not appear to reflect the repaid property debt for the joint
venture transaction. We
further note your adjustment (C) to the Unaudited Pro Forma
Consolidated Statements of
Operations appears to reflect the repaid property debt for the joint
venture transaction.
Please tell us how you determined it was appropriate to reflect this
repaid property debt on
the Unaudited Pro Forma Consolidated Statements of Operations but not
on Unaudited
Pro Forma Consolidated Balance Sheet. Reference is made to Article 11
of Regulation S-
X.
5. We note your adjustment (H) to your Unaudited Pro Forma Consolidated
Statements of
Operations. Please disclose the terms of the note receivable due from
New OP.
FirstName LastNameLisa Cohn
6. It appears that you revised your pro forma financial information to
remove an adjustment
Comapany NameAIMCO-LP,
for the Inc.
master services agreement. Please tell us how you determined
it was unnecessary
Octoberto21,
reflect
2020anPage
adjustment
2 for this agreement.
FirstName LastName
Lisa Cohn
FirstName LastNameLisa Cohn
AIMCO-LP, Inc.
Comapany
October 21,NameAIMCO-LP,
2020 Inc.
October
Page 3 21, 2020 Page 3
FirstName LastName
Non-GAAP Measures, page 92
7. We note your response to comment 7. Please address the following:
Please elaborate on how you determined Economic Income provides a
measure of
return to your shareholders given that shareholders can only
monetize their return
through the receipt of dividends and through selling their shares
in the public
markets.
Please tell us how you derived Economic Income of 6.8% for 2019
and of 10%
compounded annual return over the last five years as of December
31, 2019.
Please tell us how Economic Income compares to the actual return a
stockholder
realized during 2019.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity, page 108
8. We note your response to comment 5 and your revisions to your filing
that the estimated
fair market value of your unencumbered communities is calculated in
the same manner as
GAV. Please tell us if the assumptions underlying the calculations of
the estimated fair
value of your unencumbered communities are materially different from
the assumptions
underlying total GAV. To the extent they are materially different,
please tell us how you
determined it was unnecessary to disclose the assumptions underlying
the calculations of
the estimated fair value of your unencumbered communities.
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,
Division of
Corporation Finance
Office of Real
Estate & Construction