Preferred Apartment Communities, Inc. (NYSE:APTS) Files An 8-K Termination of a Material Definitive Agreement

On June 28, 2019, GMH CAPITAL PARTNERS, LP, a Delaware limited partnership (“Purchaser”) terminated the previously announced Purchase and Sale Agreement dated as of May 24, 2019, (the “Purchase Agreement”) by and between Purchaser and PCC TALLAHASSEE, LLC, a Delaware limited liability company (“Tallahassee Seller”), PCC ORLANDO, LLC, a Delaware limited liability company (“Orlando Seller”), PCC COLLEGE STATION, LLC, a Delaware limited liability company (“College Station Seller”), PCC LUBBOCK, LLC, a Delaware limited liability company (“Lubbock Seller”), PCC WACO, LLC, a Delaware limited liability company (“Waco Seller”), PCC TEMPE, LLC, a Delaware limited liability company (“Tempe Seller”), HAVEN CAMPUS COMMUNITIES-KENNESAW, LLC, a Delaware limited liability company (“Kennesaw Seller”), and HAVEN CAMPUS COMMUNITIES-CHARLOTTE, LLC, a Georgia limited liability company (“Charlotte Seller”, and together with Tallahassee Seller, Orlando Seller, College Station Seller, Lubbock Seller, Waco Seller, Tempe Seller and Kennesaw Seller, jointly and severally, “Seller”), which contemplated the disposition of Seller’s portfolio of eight student housing communities for an aggregate gross purchase price of $475.4 million, exclusive of acquisition-related and financing-related transaction costs.

Purchaser exercised its right to terminate the Purchase Agreement by submitting a termination notice dated June 28, 2019, to Seller. As a result of the termination, Purchaser forfeited and Seller retained, the $1.0 million earnest money deposit made under the Purchase Agreement and the parties were released from further obligations under the Purchase Agreement, except those which expressly survive the termination of the Purchase Agreement to its terms. Seller incurred no penalties as a result of the termination.

Notwithstanding the foregoing, based on discussions with the Purchaser, the Registrant currently believes that Purchaser will request to reinstate the Purchase Agreement within the next few weeks.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. As a general matter, forward-looking statements reflect our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “should,” “plans,” “estimates,” “anticipates,” “projects,” “intends,” “believes,” “outlook” and similar expressions. No assurances can be given that the Purchase Agreement will be reinstated or, if reinstated, what material terms may differ and how they may materially differ from those in the Purchase Agreement.

All information in this Current Report on Form 8-K is as of the date of such report. The Registrant does not undertake a duty to update forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Registrant may, in its discretion, provide information in future public announcements regarding its outlook that may be of interest to the investment community.

About Preferred Apartment Communities, Inc. (NYSE:APTS)

Preferred Apartment Communities, Inc. is a real estate investment trust (REIT). The Company is formed primarily to acquire and operate multifamily properties in select-targeted markets throughout the United States. It operates through three segments: multifamily communities, retail and real estate related financing. The multifamily communities segment consists of owned residential multifamily communities. It owns approximately 20 multifamily communities with a total of over 6,140 units in over eight states. The retail segment consists of owned grocery-anchored shopping centers. The Company owns over 31 grocery-anchored centers across over seven Sunbelt states. It owns Champions Village, a Randalls-anchored shopping center. The financing segment consists of a portfolio of real estate loans, bridge loans and other financial instruments, which partially finance the development, construction and prestabilization carrying costs of multifamily communities and other real estate assets.