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Associated Estates Announces Offering Of Common Shares On A Forward Basis

CLEVELAND, May 28, 2013 /PRNewswire/ -- Associated Estates Realty Corporation (NYSE: AEC, NASDAQ: AEC) ("Associated Estates" or "the Company") today announced the commencement of a public offering of approximately 6,500,000 of its common shares on a forward basis. Associated Estates also expects to grant the underwriters a 30-day option to purchase up to an additional 975,000 of its common shares.

Citigroup, BofA Merrill Lynch and Wells Fargo are serving as joint book-running managers for the offering.

Associated Estates expects to use the net proceeds received from the forward equity sale to repay debt that is scheduled to mature on October 1, 2013 and for general corporate purposes.

In connection with the offering of its common shares, Associated Estates expects to enter into forward sale agreements with Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, or their respective affiliates (which are referred to as the forward purchasers) with respect to the approximately 6,500,000 of its common shares covered by the offering.  The forward purchasers are expected to borrow and sell approximately 6,500,000 common shares of AEC. Pursuant to the terms of the forward sale agreements, and subject to its right to elect cash or net share settlement, Associated Estates intends to sell, upon physical settlement of such forward sale agreements, an aggregate of 6,500,000 of its common shares to the forward purchasers. If the option is exercised, the number of common shares underlying the forward sale agreements is expected to be increased in respect of the number of common shares that are subject to the exercise of the option.

Settlement of the forward sale agreements will occur no later than October 1, 2013.

A preliminary prospectus supplement and final prospectus supplement related to the public offering will be filed with the Securities and Exchange Commission. Copies of the final prospectus supplement, when available, may be obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 800.831.9146; BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department, email: dg.prospectus_requests@baml.com; or Wells Fargo, 375 Park Avenue, New York, NY 10152, Attention: Equity Syndicate Dept., telephone: (800) 326-5897 or e-mail: cmclientsupport@wellsfargo.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state. The offering may be made only by means of a prospectus and related prospectus supplement forming part of the effective shelf registration statement.

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