Business Context and Reporting Period
This Form 8-K, dated February 2, 2026, is a supplemental disclosure from Apartment Investment and Management Company (Aimco) regarding its ongoing Plan of Sale and Liquidation. The Board of Directors approved the plan on November 10, 2025, to sell all assets, wind down operations, and voluntarily dissolve the company. This filing updates the Definitive Proxy Statement mailed to shareholders in January 2026.
Key Financial Metrics and Transaction Details
The filing does not provide standard operating financial metrics such as revenue, profit, cash flow, or margins for a specific reporting period. Instead, it details financial obligations related to the liquidation process:
- Advisory Fees Paid: Approximately $5.55 million in aggregate fees have been paid to Morgan Stanley as of the filing date.
- Fee Structure: Morgan Stanley is entitled to a Transaction Fee of 1.00% of the Transaction Value (equity sale price plus debt) or asset sale consideration plus debt. A reduced fee applies if a liquidation plan is undertaken within 18 months of engagement termination, minus brokerage fees (capped at 0.50% of Transaction Value).
- Discretionary Fees: An additional discretionary fee of up to 0.15% of the Transaction Value may be paid at closing.
- Reimbursements: The company agreed to reimburse out-of-pocket expenses up to $75,000.
Material Changes and Updates
The primary material change disclosed is the addition of a new section titled "Engagement of Morgan Stanley" to the Definitive Proxy Statement. This disclosure clarifies:
- Morgan Stanley was engaged in December 2024 as the lead financial advisor for the sale or liquidation.
- No fairness opinion was rendered or requested by the Board due to the decision to pursue a Plan of Sale and Liquidation rather than a specific transaction with a counterparty.
- Morgan Stanley did review the methodology and assumptions used by management to estimate Total Estimated Liquidating Distributions.
Outlook, Risks, and Management Commentary
Outlook: The company is proceeding with the sale or disposition of all assets and the termination of its existence. The timing of asset sales and the amount of capital returned to stockholders are subject to market conditions and are not guaranteed.
Risks and Contingencies: The filing includes a cautionary statement regarding forward-looking statements. Risks include changes in market conditions, stock price fluctuations, regulatory changes, and general economic conditions that could cause actual results to differ from expectations. The company disclaims any obligation to update these statements.
Management Commentary: Management consulted with Morgan Stanley regarding financial markets and feedback from potential counterparties to assist in estimating liquidating distributions.
Investor Verification Checklist
- Verify the total estimated liquidating distributions and the methodology used to calculate them in the Definitive Proxy Statement.
- Confirm the final transaction value to calculate the exact 1.00% Transaction Fee payable to Morgan Stanley.
- Review the Definitive Proxy Statement for details on the timeline of asset sales and the expected schedule for shareholder distributions.
- Check for any subsequent filings regarding the status of the liquidation or changes in the Plan of Sale.
- Examine the "Risk Factors" section in Aimco's most recent Form 10-K for specific risks related to the liquidation process.