AMERICAN HOMES 4 RENT (NYSE:AMH) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On April19, 2017, American Homes 4 Rent (the Company) and
American Homes 4 Rent, L.P., the Companys operating partnership
(the Operating Partnership), entered into an Underwriting
Agreement (the Underwriting Agreement) with Raymond James
Associates, Inc., Merrill Lynch, Pierce, Fenner Smith
Incorporated, Morgan Stanley Co. LLC and Wells Fargo Securities,
LLC, as representatives (the Representatives) of the several
underwriters named therein (the Underwriters), for the sale of
6,000,000 of its 5.875% Series F cumulative redeemable perpetual
preferred shares of beneficial interest, par value $0.01 per
share (the Series F Preferred Shares). to the terms of the
Underwriting Agreement, the Company granted the Underwriters a
30-day option to
purchase up to an additional 900,000 Series F Preferred Shares at
the public offering price per share, less the underwriting
discount. The Company estimates that the net proceeds from the
offering, excluding shares issuable if the Underwriters
over-allotment option is exercised and after deducting
underwriting discounts and commissions and estimated offering
expenses payable by the Company, will be approximately $145.0
million. The offering is expected to close on April24, 2017,
subject to customary closing conditions.
The offering was
made to an automatic shelf registration statement filed with the
Securities and Exchange Commission on August7, 2014 (File
No.333-197921), a base prospectus, dated August7, 2014, included
as part of the registration statement, and a prospectus
supplement, dated April19, 2017, to be filed with the Securities
and Exchange Commission to Rule 424(b) under the Securities Act
of 1933, as amended (the Securities Act).
The Company
expects to contribute the net proceeds from the offering to the
Operating Partnership in exchange for 5.875% Series F preferred
partnership units. The Operating Partnership intends to use the
net proceeds from the contribution to repay indebtedness under
its revolving credit facility and term loan facility. A copy of
the amendment to the Partnership Agreement relating to the 5.875%
Series F preferred partnership units is filed as Exhibit
10.1.
The Company and
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.
The Underwriters
have engaged in, and may in the future engage in, investment
banking and other commercial dealings in the ordinary course of
business with the Company or its affiliates. The Underwriters
have received, and may in the future receive, customary fees and
commissions for these transactions.
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 Exhibits 1.1 and
10.1.
Item3.03.
Material Modification to Rights of Security
Holders.
Upon issuance of
the Series F Preferred Shares referenced in Item 5.03 below, the
ability of the Company to make distributions with respect to, or
redeem, purchase or acquire, or make a liquidation payment on,
any other shares of beneficial interest of the Company ranking
junior to or on a parity with the Series F Preferred Shares, will
be subject to certain restrictions in the event that the Company
does not declare distributions on the Series F Preferred Shares
during any distribution period. The terms of the Series F
Preferred Shares are set forth in the Articles Supplementary to
the Companys Declaration of Trust, as amended, that are filed as
Exhibit 3.1 hereto and incorporated herein by reference.
Item5.03.
Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
| (a) |
Under the Companys Declaration of Trust, as amended, the Board of Trustees is authorized without further shareholder action to provide for the issuance of up to 100,000,000 preferred shares of beneficial interest. On April20, 2017, the Company filed with the Maryland State Department of Assessments and Taxation, Articles Supplementary designating 6,900,000 of the Companys preferred shares of beneficial interest as 5.875% Series F Preferred Shares. |
Item9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
|
ExhibitNo. |
Description |
|
| 1.1 |
Underwriting Agreement, dated April19, 2017, by and among the Company, the Operating Partnership and the Representatives. |
|
| 3.1 | Articles Supplementary for the Series F Preferred Shares. | |
| 5.1 |
Opinion of Hogan Lovells US LLP regarding the legality of the Series F Preferred Shares. |
|
| 10.1 |
Thirteenth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. |
|
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1). |
About AMERICAN HOMES 4 RENT (NYSE:AMH)
American Homes 4 Rent is an internally managed real estate investment trust (REIT) focused on acquiring, renovating, leasing and operating single-family homes as rental properties. The Company’s primary objective is to generate attractive risk-adjusted returns for its shareholders through dividends and capital appreciation by acquiring, renovating, leasing and operating single-family homes as rental properties. The Company operates in the segment with activities related to acquiring, renovating, leasing and operating single-family homes as rental properties. It owns approximately 38,780 single-family properties in over 20 states and has over 10 properties in escrow that it seeks to acquire. Approximately 36,400 or 93.9% of its properties are leased. Its integrated operating platform offers property management, acquisitions, construction, marketing, leasing, financial and administrative functions. It is externally managed and advised by American Homes 4 Rent Advisor, LLC (the Advisor). AMERICAN HOMES 4 RENT (NYSE:AMH) Recent Trading Information
AMERICAN HOMES 4 RENT (NYSE:AMH) closed its last trading session up +0.02 at 23.62 with 1,685,419 shares trading hands.