As filed with the Securities and Exchange Commission on June 23,
2022
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Registration No.
333-211178
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
Post-Effective Amendment No. 1
To
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
Preferred Apartment Communities, Inc.
(Preferred Apartment Communities, LLC as successor by merger to
Preferred Apartment Communities, Inc.)
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
(State of Other Jurisdiction of Incorporation or
Organization)
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27-1712193
(I.R.S. Employer Identification No.)
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________________________
3284 Northside Parkway NW, Suite 150, Atlanta, GA
30327
(770) 818-4100
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive offices)
Jeffrey R. Sprain, Esq.
Preferred Apartment Communities, Inc.
3284 Northside Parkway NW
Suite 150
Atlanta, Georgia 30327
(770) 818-4100
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Brian M. Stadler
Matthew B. Rogers
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
________________________
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were
registered but not sold pursuant to this registration
statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ☐
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box.
☒
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer
☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration
Statement on Form S-3 (File No. 333-211178) (the “Registration
Statement”) of Preferred Apartment Communities, Inc., a Maryland
corporation (the “Company”), which was filed with the Securities
and Exchange Commission on May 5, 2016.
On June 23, 2022, pursuant to the terms of the Agreement and Plan
of Merger, dated as of February 16, 2022, among the 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, Pike
Merger Sub III LLC, a Delaware limited liability company, Preferred
Apartment Communities Operating Partnership, L.P., a Delaware
limited partnership, and PAC Operations, LLC, a Delaware limited
liability company, the Company merged with and into Merger Sub I,
with Merger Sub I continuing as the surviving company in the merger
(the “Merger”), under the name “Preferred Apartment Communities,
LLC”.
As a result of the Merger, any and all offerings of securities
registered pursuant to the Registration Statement have been
terminated. In accordance with undertakings made by the Company in
the Registration Statement to remove from registration, by means of
a post-effective amendment, any of the securities registered under
the Registration Statement that remain unsold at the termination of
the offering, Merger Sub I, as successor to the Company, hereby
removes from registration all securities registered under the
Registration Statement but unsold as of the date
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and Rule 478 thereunder, the registrant certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York, on June 23, 2022.
Preferred Apartment Communities, LLC
(as successor by merger to Preferred Apartment Communities,
Inc.)
By: /s/
Jacob
Werner
Name: Jacob Werner
Title: Senior Managing Director and Vice President
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