AVALONBAY COMMUNITIES,INC. (NYSE:AVB) Files An 8-K Other Events

AVALONBAY COMMUNITIES,INC. (NYSE:AVB) Files An 8-K Other Events
Item 8.01 Other Events.

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On March 15, 2018, AvalonBay Communities,Inc. (the “Company”) priced a public offering (the “Offering”) of an aggregate of $300,000,000 principal amount of its 4.35% Medium-Term Notes due 2048 (the “Notes”).

The Offering was made to a Pricing Supplement dated March 15, 2018, a Prospectus Supplement dated February 23, 2018 and a Prospectus dated February 23, 2018 relating to the Company’s Shelf Registration Statement on FormS-3 (File No.333-223183). The Terms Agreement, dated March 15, 2018, by and among the Company and UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the agents named therein, is filed as Exhibit1.1 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 and a First Supplemental Indenture between the Company and the Trustee, dated as of March 26, 2018.

The Notes bear interest from March 26, 2018, with interest on the Notes payable semi-annually on April 15andOctober 15, beginning on October 15, 2018. The Notes will mature on April 15, 2048.

The Company will use the net proceeds, after estimated issuance costs, of approximately $296,212,000 from the sale of the Notes to reduce indebtedness outstanding under its $1,500,000,000 unsecured revolving credit facility and for general corporate purposes, which may include the acquisition, development and redevelopment of apartment communities and repayment and refinancing of other indebtedness. 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. Borrowings under the 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.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

1.1*

Terms Agreement, dated March 15, 2018, by and among the Company and UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the agents named therein

4.1*

First Supplemental Indenture, dated March 26, 2018, between the Company and the Trustee

5.1*

Legal Opinion of Goodwin Procter LLP, dated March 26, 2018

23.1

Consent of Goodwin Procter LLP (included in Exhibit5.1)

* Filed herewith


AVALONBAY COMMUNITIES INC Exhibit
EX-1.1 2 a18-8082_1ex1d1.htm EX-1.1 Exhibit 1.1   AVALONBAY COMMUNITIES,…
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About AVALONBAY COMMUNITIES,INC. (NYSE:AVB)

AvalonBay Communities, Inc. is a real estate investment trust. The Company focuses on the development, redevelopment, acquisition, ownership and operation of multifamily communities primarily in New England, the New York/New Jersey metro area, the Mid-Atlantic, the Pacific Northwest, and Northern and Southern California. It operates through segments, which include Established Communities, Other Stabilized Communities and Development/Redevelopment Communities. It owns or holds an interest in approximately 260 operating apartment communities containing over 75,380 apartment homes in approximately 10 states and the District of Columbia, of which over 10 communities containing approximately 3,430 apartment homes are under reconstruction. It operates its apartment communities under three core brands: Avalon, AVA and Eaves by Avalon. The real estate investments consist of operating apartment communities, communities in various stages of development and Development Rights.

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