AMERICAN HOMES 4 RENT (NYSE:AMH) Files An 8-K Other Events

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AMERICAN HOMES 4 RENT (NYSE:AMH) Files An 8-K Other Events

Item8.01. Other Events.

On March22, 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 J.P. Morgan
Securities LLC (the Underwriter), to which the Company agreed to
offer and sell 11,000,000 of its ClassA common shares of
beneficial interest, par value $0.01 per share (the ClassA common
shares), to the Underwriter at a price of $22.65 per share. to
the terms of the Underwriting Agreement, the Company granted the
Underwriter a 30-day option to purchase up to an additional
1,650,000 ClassA common shares at a price of $22.65 per share,
which the Underwriter exercised on March23, 2017. The Company
estimates that the net proceeds from this offering, after
deducting underwriting discounts and commissions and estimated
offering expenses payable by the Company, will be approximately
$286.1million. The offering is expected to close on March28, 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 March22, 2017, filed with the
Securities and Exchange Commission to Rule 424(b) under the
Securities Act of 1933, as amended (the Securities Act).

Concurrently with the completion of the offering, the Companys
Chairman of the Board of Trustees, B. Wayne Hughes, will purchase
approximately $50million of the Companys ClassA common shares in
a private placement at the public offering price, bringing total
expected net proceeds from the offering and the concurrent
private placement to $336.1million.

The Company will contribute the net proceeds from the offering
and the concurrent private placement to the Operating Partnership
in exchange for ClassA partnership units. The Operating
Partnership intends to use the net proceeds received from the
Companys contribution, together with cash on hand and other
borrowings under its credit facilities, to repay in full the
outstanding indebtedness of approximately $456.1million as of
December31, 2016 under the Companys 2014-SFR1 securitization
loan.

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
Underwriter against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the
Underwriter may be required to make in respect of those
liabilities.

The Underwriter has 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
Underwriter has 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. In addition,
a copy of the share purchase agreement in connection with the
concurrent private placement is attached to this report as
Exhibit 10.1 and incorporated herein by reference. The summary
set forth above is qualified in its entirety by reference to
Exhibits 1.1 and 10.1.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

1.1

Underwriting Agreement, dated March22, 2017, by and among
the Company, the Operating Partnership and J.P. Morgan
Securities LLC.

5.1 Opinion of Hogan Lovells US LLP regarding the legality of the
ClassA common shares.
10.1 Share Purchase Agreement, dated March22, 2017, by and between
the Company and B. Wayne Hughes.
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 down -0.12 at 23.38 with 2,522,842 shares trading hands.