Item 1.01. Entry Into a Material Definitive Agreement.
OnJuly 8, 2021 ,American Homes 4 Rent, L.P. (the "Operating Partnership") completed the previously announced offering of$450,000,000 aggregate principal amount of 2.375% Senior Notes due 2031 (the " 2031 Notes") and$300,000,000 aggregate principal amount of 3.375% Senior Notes due 2051 (the " 2051 Notes" and, together with the 2031 Notes, the "Notes").The Operating Partnership previously entered into an Indenture, dated as ofFebruary 7, 2018 (the "Base Indenture"), between theOperating Partnership , as issuer, andU.S. Bank National Association , as trustee (the "Trustee"). In connection with the issuance of the Notes, theOperating Partnership entered into the Third Supplemental Indenture, dated as ofJuly 8, 2021 (the "Third Supplemental Indenture"), relating to the 2031 Notes and the Fourth Supplemental Indenture, dated as ofJuly 8, 2021 (the "Fourth Supplemental Indenture" and, together with the Third Supplemental Indenture and the Base Indenture, the "Indenture"), relating to the 2051 Notes, between theOperating Partnership and the Trustee. The 2031 Notes were issued at 98.513% of par value with a coupon of 2.375% per annum. The 2051 Notes were issued at 97.962% of par value with a coupon of 3.375% per annum. Interest on the Notes is payable semi-annually in arrears onJanuary 15 andJuly 15 of each year, commencingJanuary 15, 2022 . The 2031 Notes will mature onJuly 15, 2031 , and the 2051 Notes will mature onJuly 15, 2051 . The Notes are theOperating Partnership's unsecured and unsubordinated obligations and rank equally in right of payment with all of theOperating Partnership's existing and future unsecured and unsubordinated indebtedness. Under limited circumstances, the Indenture will require certain of theOperating Partnership's subsidiaries andAmerican Homes 4 Rent (the "Company") to guarantee the Notes in the future if, and for so long as, such subsidiary or the Company, as the case may be, guarantees theOperating Partnership's obligations under its revolving credit facility.The Operating Partnership may redeem the Notes in whole at any time or in part from time to time, at the applicable make-whole redemption price specified in the Indenture. If the 2031 Notes are redeemed on or afterApril 15, 2031 (three months prior to the stated maturity date) or if the 2051 Notes are redeemed on or afterJanuary 15, 2051 (six months prior to the stated maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The Indenture contains certain covenants that, among other things, limit the ability of theOperating Partnership , subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture requires theOperating Partnership to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become due and payable. The foregoing description is a summary of the terms of the Indenture and the Notes and does not purport to be a complete statement of the parties' rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture (including the forms of Notes), copies of which are attached as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein. The offering was made pursuant to an automatic shelf registration statement filed with theSecurities and Exchange Commission onJune 17, 2020 (File Nos. 333-239227 and 333-239227-01), a base prospectus, datedJune 17, 2020 , and a prospectus supplement, datedJune 30, 2021 , filed by theOperating Partnership with theSecurities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. --------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofFebruary 7, 2018 , betweenAmerican Homes 4 Rent, L.P. andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.1 to the registrants' Current Report on Form 8-K filedFebruary 7, 2018 ). 4.2 Third Supplemental Indenture, dated as ofJuly 8, 2021 , betweenAmerican Homes 4 Rent, L.P. andU.S. Bank National Association , as trustee. 4.3 Fourth Supplemental Indenture, dated as ofJuly 8, 2021 , betweenAmerican Homes 4 Rent, L.P. andU.S. Bank National Association , as trustee. 4.4 Form of Global Note representing the 2031 Notes (included in Exhibit 4.2). 4.4 Form of Global Note representing the 2051 Notes (included in Exhibit 4.3). 104 Cover Page Interactive Data File (embedded within the Inline XBRL documents).
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