Item 1.01. Entry into a Material Definitive Agreement
On February 16, 2022, Preferred Apartment Communities, Inc., a Maryland
corporation (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"), by and among the Company, Preferred Apartment Communities
Operating Partnership, L.P., a Delaware limited partnership, PAC Operations,
LLC, a Delaware limited liability company, Pike Parent LLC, a Delaware limited
liability company, Pike Merger Sub I LLC, a Delaware limited liability company
("Merger Sub I"), Pike Merger Sub II LLC, a Delaware limited liability company,
and Pike Merger Sub III LLC, a Delaware limited liability company, which
provides for, among other things, the merger (the "Merger") of the Company with
and into Merger Sub I, with Merger Sub I surviving the Merger, subject to the
terms and conditions set forth in the Merger Agreement. Pursuant to the terms of
the Merger Agreement, the Company and Computershare Inc., a Delaware corporation
("Computershare"), and its wholly-owned subsidiary, Computershare Trust Company,
N.A., a federally chartered trust company, collectively as warrant agent
(together with Computershare and their respective successors and assigns, the
"Warrant Agent"), entered into an amendment, dated as of May 23, 2022 (such
amendment, the "Amendment"), to the Warrant Agreement dated as of February 23,
2017 between the Company and the Warrant Agent (the "Warrant Agreement"). The
Amendment provides that, conditioned upon the occurrence of the closing of the
Merger pursuant to the Merger Agreement, each holder of a warrant (each, a
"Warrant") to purchase shares of common stock of the Company, par value $0.01
per share (each, a "Share"), that is exercised prior to the Expiration Date (as
defined in the Warrant Agreement) and either (i) at or after the effective time
of the Merger (the "Effective Time") or (ii) prior to the Effective Time but for
which Shares have not been issued or otherwise delivered therefor prior to the
Effective Time, shall be entitled, upon exercise, to receive only cash in the
amount such holder would have been entitled to receive pursuant to the Merger
Agreement in respect of the Shares that would have been issued in respect of
such exercise, less the applicable Exercise Price (as defined in the Warrant
Agreement) for such Warrant, in each case as though the Shares in respect of
such exercise had been issued and delivered immediately prior to the Effective
Time.
The foregoing description of the Amendment is a summary only, does not purport
to be complete, and is qualified in its entirety by reference to the full text
of the Amendment, which is filed as Exhibit 4.1 hereto and incorporated by
reference into this Item 1.01.
Item 8.01 Other Events
On May 23, 2022, the Company issued a press release announcing that, in
connection with the Merger, the Company will suspend (i) voluntary redemptions
of shares of Series A Redeemable Preferred Stock of the Company, $0.01 par value
per share, Series A1 Redeemable Preferred Stock of the Company, $0.01 par value
per share, Series M Redeemable Preferred Stock of the Company, $0.01 par value
per share, and Series M1 Redeemable Preferred Stock of the Company, $0.01 par
value per share, in each case, after June 2, 2022, and (ii) exercises of
Warrants after June 2, 2022.
The full text of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
4.1 Amendment to Warrant Agree ment dated as of
May 23, 2022 .
99.1 Press Release , dated May 23, 2 022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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PREFERRED APARTMENT COMMUNITIES, INC. 
