SEC Company Response from APARTMENT INVESTMENT & MANAGEMENT CO (AIV) (CIK 0000922864) (AIV) — Nov 3, 2011
APARTMENT INVESTMENT & MANAGEMENT CO (AIV) (CIK 0000922864)
Date: Nov. 3, 2011 · CIK: 0000922864 · Accession: 0000950123-11-094874
AI Filing Summary & Sentiment
File numbers found in text: 333-175848
Letter
Skadden, Arps, Slate, Meagher & Flom llp
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3144
TEL: (213) 687-5000
FAX: (213) 687-5600
www.skadden.com
FIRM/AFFILIATE
OFFICES
BOSTON
CHICAGO
HOUSTON
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MOSCOW
MUNICH
PARIS
SÃO PAULO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
November 3, 2011
VIA EDGAR
Tom Kluck, Legal Branch Chief
Adam F. Turk, Attorney-Advisor
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re:
Apartment Investment & Management Co.
AIMCO Properties, L.P.
Amendment No. 1 to Registration Statement on Form S-4
Filed September 2, 2011
File No.: 333-175848
Gentlemen:
On behalf of Apartment Investment and Management Company (“Aimco”) and AIMCO Properties, L.P. (“Aimco OP”), we are submitting this letter in response to your letter to John Bezzant, dated September 14, 2011, regarding the Registration Statement on Form S-4 (the “Form S-4”) referenced above. For your convenience, your comments are set forth below, followed by our responses.
Exhibit 8.2
1.
We note that your tax opinion states that the information under the caption “Material United States Federal Income Tax Considerations” is a fair and accurate summary under current law. Please revise your opinion to opine upon the material tax consequences of the merger. Also include an opinion from counsel as to Aimco Properties, L.P.’s status as a limited partnership. In the alternative, please revise your disclosure on page 71 to identify the section as the opinion of counsel.
Messrs. Tom Kluck and Adam F. Turk
Securities and Exchange Commission
November 3, 2011
Page 2
Response: The tax opinion has been revised as requested so as to opine upon the material tax consequences of the merger. Further, an additional tax opinion regarding Aimco OP’s status as a partnership for U.S. federal income tax purposes has been filed with the Form S-4 as requested.
2.
We note that counsel has limited the use of the tax opinion to the addressee and has stated that it may not be relied upon by anyone else without prior written consent. Please note that investors must be able to use and rely upon the tax opinion in making an investment decision about your securities. Please have counsel revise its tax opinion to remove statements which imply that investors may not rely upon the opinion.
Response: The tax opinion has been revised as requested.
* * * *
If you have any questions regarding the foregoing, please contact Jonathan Friedman at (213) 687-5396 or the undersigned at (213) 687-5567.
Respectfully yours,
/s/
Nicolai Schwarz-Gondek
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corresp
Skadden, Arps,
Slate, Meagher & Flom llp
300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071-3144
TEL: (213) 687-5000
FAX: (213) 687-5600
www.skadden.com
FIRM/AFFILIATE
OFFICES
BOSTON
CHICAGO
HOUSTON
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MOSCOW
MUNICH
PARIS
SÃO PAULO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
November 3, 2011
VIA EDGAR
Tom Kluck, Legal Branch Chief
Adam F. Turk, Attorney-Advisor
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re:
Apartment Investment & Management Co.
AIMCO Properties, L.P.
Amendment No. 1 to Registration Statement on Form S-4
Filed September 2, 2011
File No.:
333-175848
Gentlemen:
On behalf of Apartment Investment and Management Company (“Aimco”) and AIMCO
Properties, L.P. (“Aimco OP”), we are submitting this letter in response to your letter to
John Bezzant, dated September 14, 2011, regarding the Registration Statement on Form S-4 (the
“Form S-4”) referenced above. For your convenience, your comments are set forth below,
followed by our responses.
Exhibit 8.2
1.
We note that your tax opinion states that the information under the caption “Material United
States Federal Income Tax Considerations” is a fair and accurate summary under current law.
Please revise your opinion to opine upon the material tax consequences of the merger. Also
include an opinion from counsel as to Aimco Properties, L.P.’s status as a limited
partnership. In the alternative, please revise your disclosure on page 71 to identify the
section as the opinion of counsel.
Messrs. Tom Kluck and Adam F. Turk
Securities and Exchange Commission
November 3, 2011
Page 2
Response: The tax opinion has been revised as requested so as to opine upon the
material tax consequences of the merger. Further, an additional tax opinion regarding Aimco OP’s
status as a partnership for U.S. federal income tax purposes has been filed with the Form S-4 as requested.
2.
We note that counsel has limited the use of the tax opinion to the addressee and has stated
that it may not be relied upon by anyone else without prior written consent. Please note that
investors must be able to use and rely upon the tax opinion in making an investment decision
about your securities. Please have counsel revise its tax opinion to remove statements which
imply that investors may not rely upon the opinion.
Response: The tax opinion has been revised as requested.
* * * *
If you have any questions regarding the foregoing, please contact Jonathan Friedman at (213)
687-5396 or the undersigned at (213) 687-5567.
Respectfully yours,
/s/
Nicolai Schwarz-Gondek
Nicolai Schwarz-Gondek
cc:
John Bezzant, Executive Vice President
Apartment Investment and Management Company
Trent Johnson, Vice President and Assistant General Counsel
Apartment Investment and Management Company
Paul Nozick, Esq.
Alston & Bird LLP
Robert Mintz, Esq.
Hogan Lovells US LLP