CALABASAS, Calif., Jan. 19, 2022 /PRNewswire/
-- American Homes 4 Rent (NYSE: AMH) (the "Company")
today announced that it has priced an underwritten public offering
of 20,000,000 of its Class A common shares of beneficial
interest, $0.01 par value per share ("Class A common
shares"), of which 10,000,000 shares were offered directly
by the Company, and 10,000,000 shares were offered, at the
request of the Company, by the forward purchasers (as defined
below) or their respective affiliates in connection with the
forward sale agreements described below. The underwriters have been
granted a 30-day option to purchase an aggregate of up to an
additional 3,000,000 Class A common shares. The offering is subject
to customary closing conditions and is expected to close on or
about January 24, 2022.
In connection with the offering of the Class A common shares,
the Company expects to enter into a forward sale agreement with
each of Bank of America, N.A. and JPMorgan Chase Bank, National
Association or their respective affiliates (who are referred to in
such capacity individually as a "forward purchaser" and
collectively, the "forward purchasers"), with respect to 10,000,000
Class A common shares covered by the offering. The forward
purchasers or their respective affiliates are expected to borrow
from third parties and sell to the underwriters 10,000,000 Class A
common shares in connection with the forward sale agreements (or an
aggregate of 13,000,000 shares if the underwriters exercise their
option to purchase additional shares in full).
Pursuant to the terms of the forward sale agreements, and
subject to the Company's right to elect cash or net share
settlement under the forward sale agreements, the
Company intends to issue and sell, upon physical settlement of
such forward sale agreements, 10,000,000 Class A common shares to
the forward purchasers (or an aggregate of 13,000,000 shares
if the underwriters exercise their option to purchase additional
shares in full) in exchange for cash proceeds per share equal to
the applicable forward sale price per share, which will initially
be the public offering price per share in the offering, less
underwriting discounts and commissions, and will be subject to
certain adjustments as provided for in the forward sale
agreements. The Company expects to physically settle the
forward sale agreements in full and receive proceeds by
January 20, 2023.
The Company will receive proceeds from the sale of the
Class A common shares offered by it in the offering, but will not
initially receive any proceeds from the sale of the Class A common
shares offered by the forward purchasers or their respective
affiliates to the underwriters, except in certain circumstances
described in the prospectus supplement relating to the
offering. The Company estimates that gross proceeds to it,
before deducting underwriting discounts and commissions and other
estimated offering expenses, will be approximately $783.0
million, assuming full physical settlement of the forward sale
agreement and excluding the option to purchase additional
shares.
The Company intends to use the net proceeds from the offering
(i) to repay indebtedness it has incurred or expects to incur
under its revolving credit facility, (ii) to develop new
single-family properties and communities, (iii) to acquire and
renovate single-family properties and for related activities in
accordance with its business strategy and (iv) for general
corporate purposes.
BofA Securities, J.P. Morgan, Citigroup and Morgan Stanley are
acting as joint book-running managers for the offering, and Wells
Fargo Securities, Raymond James, BMO
Capital Markets, Jefferies and Mizuho Securities are acting as
book-running managers for the offering. BTIG, RBC Capital Markets,
Regions Securities LLC, Ramirez & Co., Inc., and Scotiabank are
acting as co-managers for the offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful before registration
or qualification thereof under the securities laws of any such
state or jurisdiction.
The offering is being made pursuant to an effective shelf
registration statement filed with the Securities and Exchange
Commission (the "SEC") and only by means of a prospectus and
prospectus supplement. Copies of the preliminary prospectus
supplement relating to the offering and the final prospectus
supplement, when available, may be obtained by visiting EDGAR on
the SEC's website at www.sec.gov or from BofA Securities,
Inc., NC1-004-03-43, 200 North College Street, 3rd
Floor, Charlotte, NC 28255-0001, Attn: Prospectus
Department or by email at dg.prospectus_requests@bofa.com; J.P.
Morgan Securities LLC, Attn: Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, by telephone at
1-866-803-9204 or by email at prospectus-eq_fi@jpmchase.com;
Citigroup, Attn: Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, by telephone at
800-831-9146 or by email at prospectus@citi.com; or Morgan Stanley
& Co. LLC, Attn: Prospectus Department, 180 Varick Street,
2nd Floor, New York, NY 10014.
About American Homes 4 Rent
American Homes 4 Rent (NYSE: AMH) is a leader in the
single-family home rental industry and "American Homes 4 Rent" is a
nationally recognized brand for rental homes, known for
high-quality, good value and resident satisfaction. We are an
internally managed Maryland real
estate investment trust, or REIT, focused on acquiring, developing,
renovating, leasing, and operating attractive, single-family homes
as rental properties. As of September 30,
2021, we owned 56,077 single-family properties in selected
submarkets in 22 states.
Forward-Looking Statements
This press release contains "forward-looking statements" that
relate to beliefs, expectations or intentions and similar
statements concerning matters that are not of historical fact and
are generally accompanied by words such as "estimate," "project,"
"predict," "believe," "expect," "anticipate," "intend,"
"potential," "plan," "goal," "outlook," "guidance" or other words
that convey the uncertainty of future events or outcomes. These
forward-looking statements may include, but are not limited to, the
Company's ability to complete the offering and the intended use of
net proceeds. The Company has based these forward-looking
statements on its current expectations and assumptions about future
events. While the Company's management considers these expectations
to be reasonable, they are inherently subject to risks,
contingencies and uncertainties, most of which are difficult to
predict and many of which are beyond the Company's control and
could cause actual results to differ materially from any future
results, performance or achievements expressed or implied by these
forward-looking statements. These and other important factors,
including "Risk Factors" disclosed in, or incorporated by reference
into, the prospectus from the Company's Annual Report on Form 10-K
for the year ended December 31, 2020
and our Quarterly Reports on Form 10-Q for the three months ended
March 31, 2021, June 30, 2021 and September 30, 2021, and in the Company's
subsequent filings with the SEC, may cause the Company's actual
results to differ materially from anticipated results expressed or
implied by these forward-looking statements. Investors should not
place undue reliance on these forward-looking statements.
Contact:
American Homes 4 Rent
Investor Relations
Phone: (855) 794-2447
Email: investors@ah4r.com
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SOURCE American Homes 4 Rent