Item 8.01. Other Events.
On March 31, 2022, American Homes 4 Rent, L.P. (the "Operating Partnership"),
the operating partnership of American Homes 4 Rent (the "Company"), entered into
an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities,
Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives
of the several underwriters named therein (the "Underwriters"), pursuant to
which the Operating Partnership agreed to issue and sell $600,000,000 aggregate
principal amount of the Operating Partnership's 3.625% Senior Notes due 2032
(the "2032 Notes") and $300,000,000 aggregate principal amount of the Operating
Partnership's 4.300% Senior Notes due 2052 (the "2052 Notes" and, together with
the 2032 Notes, the "Notes"). The 2032 Notes will be issued at 97.517% of par
value with a coupon of 3.625% per annum. The 2052 Notes will be issued at
97.237% of par value with a coupon of 4.300% per annum. Interest on the Notes is
payable semi-annually in arrears on April 15 and October 15 of each year,
commencing October 15, 2022. The 2032 Notes will mature on April 15, 2032, and
the 2052 Notes will mature on April 15, 2052. The Operating Partnership
estimates that the net proceeds from this offering, after deducting underwriting
discounts and commissions and estimated offering expenses payable by the
Operating Partnership, will be approximately $868.7 million. The offering is
expected to close on April 7, 2022 subject to the satisfaction of customary
closing conditions.
The offering was made pursuant to an automatic shelf registration statement
filed with the Securities and Exchange Commission on June 17, 2020 (File
Nos. 333-239227
and
333-239227-01),
a base prospectus, dated June 17, 2020, and prospectus supplement, dated
March 31, 2022, filed by the Operating Partnership with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act").
The Operating Partnership intends to use the net proceeds from this offering to
repay amounts outstanding on its revolving credit facility and any remaining net
proceeds for general corporate purposes, including, without limitation, property
acquisitions and developments, the expansion, redevelopment and/or improvement
of existing properties in the Operating Partnership's portfolio, other capital
expenditures, the redemption of its Series F preferred shares, the redemption of
its other preferred shares, the repayment of outstanding indebtedness, working
capital and other general purposes.
The Operating Partnership made certain customary representations, warranties and
covenants concerning the Company, the Operating Partnership and the registration
statement in the Underwriting Agreement and also agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required to
make in respect of those liabilities.
A copy of the Underwriting Agreement is attached to this report as Exhibit 1.1
and incorporated herein by reference. The summary set forth above is qualified
in its entirety by reference to Exhibit 1.1.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated March 31, 2022, by and among American
Homes 4 Rent, L.P. and BofA Securities, Inc., J.P. Morgan Securities
LLC and PNC Capital Markets LLC, as representatives of the several
Underwriters named therein.
5.1 Opinion of Hogan Lovells US LLP regarding the legality of the Notes.
23.1 Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
documents).
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