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Item8.01. Other Events.

On May 3, 2017, AvalonBay Communities,Inc. (the Company) priced a
public offering (the Offering) of an aggregate of $400,000,000
principal amount of its 3.350% Medium Term Notes due May 15, 2027
(the Notes). The Offering was made to a Pricing Supplement dated
May 3, 2017, a Prospectus Supplement dated May6,2015 and a
Prospectus dated February 19, 2015 relating to the Companys Shelf
Registration Statement on FormS-3 (File No.333-202185). The Terms
Agreement, dated May 3, 2017, by and among the Company and J.P.
Morgan Securities LLC and Deutsche Bank Securities Inc., as
representatives of the agents named therein, is filed herewith as
Exhibit 1.1.

The Notes were issued under an Indenture between the Company and
The Bank of New York Mellon, as trustee, dated as of January 16,
1998, as supplemented by a First Supplemental Indenture dated as
of January 20, 1998, a Second Supplemental Indenture dated as of
July 7, 1998, an Amended and Restated Third Supplemental
Indenture dated as of July 10, 2000, a Fourth Supplemental
Indenture dated as of September 18, 2006, and a Fifth
Supplemental Indenture dated as of November21, 2014.

The Notes bear interest from May 12, 2017, with interest on the
Notes payable semi-annually on May 15 and November 15, beginning
on November 15, 2017. The Notes will mature on May 15, 2027. The
Company will use the aggregate net proceeds, after underwriting
discounts and other transaction-related costs, of approximately
$395,241,000 from the sale of the Notes to reduce indebtedness
outstanding under its $1,500,000,000 unsecured revolving credit
facility, a portion of which had been used for the repayment of
secured indebtedness, 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
Companys unsecured revolving credit facility were used to fund
the acquisition, development and redevelopment of apartment
communities, to repay outstanding indebtedness and for general
corporate purposes. Settlement occurred on May 12, 2017.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.



Terms Agreement, dated May 3, 2017, among the Company and
the agents named therein.


Legal Opinion of Goodwin Procter LLP, dated May 12, 2017.


Consent of Goodwin Procter LLP (included in Exhibit 5.1).

* Filed herewith.


AvalonBay Communities, Inc. is a real estate investment trust (REIT). The Company is focused 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. Its segments include Established Communities, Other Stabilized Communities and Development/Redevelopment Communities. As of January 31, 2017, it owned or held a direct or indirect ownership interest in 259 operating apartment communities containing 75,038 apartment homes in 10 states and the District of Columbia; 27 communities under development, and rights to develop an additional 25 communities. It operates its apartment communities under three core brands: Avalon, AVA and Eaves by Avalon. Its real estate investments consist of operating apartment communities, communities in various stages of development (Development Communities) and Development Rights.


AVALONBAY COMMUNITIES, INC. (NYSE:AVB) closed its last trading session up +0.34 at 192.16 with 395,204 shares trading hands.

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