On June 9, 2023, American Homes 4 Rent (the “Company”) and American Homes 4 Rent, L.P., the Company’s operating partnership (the “Operating Partnership”), entered into a sales agreement (the “Sales Agreement”) with each of Morgan Stanley & Co. LLC, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Raymond James & Associates, Inc., Regions Securities LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as sales agents (collectively, the “Sales Agents”), each of BMO Capital Markets Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., Regions Securities LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as forward sellers (collectively, the “Forward Sellers”), and Bank of America, N.A., Bank of Montreal, Citibank, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Regions Securities LLC, The Bank of Nova Scotia and Wells Fargo Bank, National Association, as forward purchasers (collectively, the “Forward Purchasers”).
Under the terms of the Sales Agreement, the Company may issue and sell from time to time through or to the Sales Agents or by the Forward Sellers its Class A common shares of beneficial interest, $0.01 par value per share, having an aggregate offering price of up to $1.0 billion (the “Class A Common Shares”).
The Class A Common Shares will be offered and sold through the Sales Agents, as the Company’s sales agents, or the Forward Sellers, acting as agents for the applicable Forward Purchaser, over a period of time and from time to time in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The Sales Agents, subject to mutual agreement among the Sales Agents and the Company, may also sell the Class A Common Shares sold to it as principal by any other method permitted by law, including, but not limited to, privately negotiated transactions. The Sales Agents and the Forward Sellers are not required to sell any specific number or dollar amount of the Class A Common Shares, but each Sales Agent and each Forward Seller will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices to sell such Class A Common Shares (if acting as the Company’s sales agent) and all of the borrowed shares (if acting as agent for the relevant Forward Purchaser) up to the amount specified, and otherwise in accordance with mutually agreed terms. The Company also may sell Class A Common Shares to any Sales Agent as principal for its own account. If the Company sells Class A Common Shares to any Sales Agent as principal, it will enter into a separate terms agreement setting forth the terms of such transaction.
The Company or any Sales Agent may at any time suspend the offering of the Class A Common Shares pursuant to the terms of the Sales Agreement. The offering of the Class A Common Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of the Class A Common Shares subject to the Sales Agreement (including shares sold by the Company to or through the Sales Agents and borrowed shares sold by the Forward Sellers) and any terms agreement having an aggregate gross sales price of $1 billion and (ii) with respect to the Sales Agreement or terms agreement, the termination of the Sales Agreement by the Company, the Sales Agents, the Forward Sellers or the Forward Purchasers as permitted therein.
The Sales Agreement provides that, in addition to issuance and sale of Class A Common Shares through the Sales Agents, the Company also may enter into one or more letter agreements (each, a “Forward Contract”) with each of the Forward Purchasers in a form attached as Exhibit D to the Sales Agreement. Under the terms of any Forward Contract, the relevant Forward Purchaser will, at the Company’s request from time to time pursuant to mutually agreed instructions and a supplemental confirmation (together with the applicable Forward Contract, a “Forward Sale Agreement”), borrow from third parties and, through the relevant Sales Agent, sell a number of Class A Common Shares equal to the number of shares underlying the particular Forward Sale Agreement. The Company will not initially receive any proceeds from any sale of Class A Common Shares borrowed by a Forward Purchaser and sold through a Forward Seller. The Company expects to fully physically settle each Forward Sale Agreement with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of such Forward Sale Agreement, in which case the Company expects to receive aggregate cash proceeds at settlement equal to the number of shares of the Company’s Class A Common Shares underlying such Forward Sale Agreement multiplied by the then-applicable forward sale price per share. Although the Company expects to settle any Forward Sale Agreements by the physical delivery of Class A Common Shares in exchange for cash proceeds,