SecProbe.io

United States securities and exchange commission logo
October 11, 2022
Meagan Reda
Partner
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re:APARTMENT INVESTMENT & MANAGEMENT CO
Preliminary Proxy Statement filed by Land & Buildings Capital Growth Fund,
LP et al.
Filed on September 30, 2022
File No. 001-13232
Dear Meagan Reda:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement
Background of the Solicitation, page 5
1.Please revise this section and the section "Reasons for the Solicitation" to clarify
references to the company's board, directors and management as being prior to the Spin or
subsequent to it.
Reasons for the Solicitation, page 8
2.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for each such opinion or belief. Support for opinions
or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis. Provide support for the following statements:

•"AIV has a long track record of disappointing stockholder returns, slow earnings

 FirstName LastNameMeagan Reda
 Comapany NameOlshan Frome Wolosky LLP
 October 11, 2022 Page 2
 FirstName LastName
Meagan Reda
Olshan Frome Wolosky LLP
October 11, 2022
Page 2
growth, and trading below its apartment REIT peers and below the value of its real
estate."
•"We also believe stockholder suspicion regarding the Spin was evidenced by the
support we received from approximately 43% of Aimco stockholders to call the
Special Meeting to hold an advisory vote on the Spin."
•"...AIV needs a herculean effort to earn a cost of capital from stockholders where it's
[sic] business plan and external growth ambitions are feasible and likely to create
stockholder value."
•"We believe the Company has badly missed the mark here, preferring to stay nearly
invisible to the investment community and existing as an orphan REIT with a
distressed valuation for the better part of two years."
•"Vultures and value investors have bought large portions of the Company in hopes of
seeing a path to realizing the substantial value trapped in the shares, not as a
validation of the business plan or of the performance of the management team and
Board, in our view."
3.Refer to the fist bullet point on page 9. Revise your disclosure here to clarify that the
company is currently in the process of de-staggering the board.
4.We note your disclosure regarding the company's stock price following the announcement
of the Spin. Please tell us what consideration you have given to presenting information
about AIR's stock price at the same time for additional context.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions