Item 8.01 Other Events.



On May 22, 2020, AvalonBay Communities, Inc. (the "Company") closed the public offering (the "Offering") of an aggregate of $600,000,000 principal amount of its 2.450% Medium-Term Notes due 2031 (the "Notes").

The Offering was made pursuant to a Pricing Supplement dated May 8, 2020, a Prospectus Supplement dated February 23, 2018 and a Prospectus dated February 23, 2018 relating to the Company's Shelf Registration Statement on Form S-3 (File No. 333-223183). The Terms Agreement, dated May 8, 2020, by and among the Company and Citigroup Global Markets Inc., BofA Securities, Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the agents named therein, is filed as Exhibit 1.1 to this report.

The Notes were issued under an Indenture between the Company and The Bank of New York Mellon, as trustee (the "Trustee"), dated as of February 23, 2018, a First Supplemental Indenture between the Company and the Trustee, dated as of March 26, 2018, and a Second Supplemental Indenture between the Company and the Trustee, dated as of May 29, 2018.

The Notes bear interest from May 22, 2020, with interest on the Notes payable semi-annually on January 15 and July 15, beginning on July 15, 2020. The Notes will mature on January 15, 2031.

The Company will use a portion of the net proceeds, after estimated issuance costs, of approximately $592,400,000 from the sale of the Notes to redeem its Floating Rate Notes due 2021 (the "2021 Notes") in the aggregate principal amount of $300,000,000, plus accrued interest to the date of redemption. The Company gave notice of redemption in full of the 2021 Notes to the Trustee on May 8, 2020. The Company will use the proceeds from the sale of the Notes that are not used to redeem the 2021 Notes for general corporate purposes, which may include the acquisition, development and redevelopment of apartment communities and repayment and refinancing of other indebtedness, which may include indebtedness outstanding under its $1,750,000,000 unsecured revolving credit facility. Borrowings under the Company's unsecured revolving credit facility were used to fund the acquisition, development and redevelopment of apartment communities, to repay outstanding indebtedness and for general working capital purposes. Pending such uses, the Company may invest the net proceeds from the sale of the Notes in short-term demand deposits, short-term money market funds or investment grade securities or other similar investments.

ITEM 9.01 Financial Statements and Exhibits.






(d)  Exhibits.




Exhibit No.                                Description

   1.1*         Terms Agreement, dated May 8, 2020, by and among the Company and
              Citigroup Global Markets Inc., BofA Securities, Inc., SunTrust
              Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as
              representatives of the agents named therein

   5.1*         Legal Opinion of Goodwin Procter LLP, dated May 22, 2020

   23.1         Consent of Goodwin Procter LLP (included in Exhibit 5.1)

    104       Cover Page lnteractive Data File (embedded within the Inline XBRL
              document).






* Filed herewith



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