Item 8.01. Other Events.
Underwriting Agreement
On January 19, 2022, American Homes 4 Rent (the “Company”) and
American Homes 4 Rent, L.P., a Delaware limited partnership and the
Company’s operating partnership (the “Operating Partnership”),
entered into an Underwriting Agreement (the “Underwriting
Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC,
Citigroup Global Markets Inc. and Morgan Stanley & Co.
LLC, as representatives of the several underwriters listed on
Schedule I thereto (the “Underwriters”), BofA Securities, Inc. (as
agent for Bank of America, N.A.) and J.P. Morgan Securities LLC (as
agent for JPMorgan Chase Bank, National Association), as the
forward sellers (the “Forward Sellers”), and Bank of America, N.A.
and JPMorgan Chase Bank, National Association, as the forward
purchasers (the “Forward Purchasers”), pursuant to which the
Company agreed to offer and sell up to 23,000,000 of its
Class A common shares of beneficial interest, par value $0.01
per share (the “Class A common shares”), consisting of
(i) 10,000,000 Class A common shares offered directly by
the Company, and (ii) 13,000,000 Class A common shares offered
on a forward basis at the request of the Company by the Forward
Sellers (including 3,000,000 Class A common shares pursuant to
the Underwriters’ option to purchase additional shares from the
Forward Sellers, which option was exercised in full), in each case
at a price of $37.584 per share (which is the public offering price
less the underwriting discount) (the “Offering”). The Offering
closed on January 24, 2022, subject to customary closing
conditions.
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
Underwriters, the Forward Sellers and the Forward Purchasers
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the “Securities Act”), or to
contribute to payments the Underwriters, the Forward Sellers and
the Forward Purchasers may be required to make in respect of those
liabilities.
A copy of the Underwriting Agreement is attached to this Current
Report on Form 8-K as Exhibit 1.1 and
incorporated herein by reference. The summary set forth above is
qualified in its entirety by reference to Exhibit 1.1.
Forward Sale Agreements
In connection with the Offering, on January 19, 2022, the
Company entered into forward sale agreements with each Forward
Purchaser (each an “Initial Forward Sale Agreement”) with respect
to up to 13,000,000 Class A common shares to be sold in the
Offering (including up to 3,000,000 Class A common shares
pursuant to the Underwriters’ option to purchase additional shares
from the Forward Sellers). In connection with the Underwriters’
exercise in full of such option, on January 20, 2022, the
Company entered into additional forward sale agreements with each
Forward Purchaser (together with the Initial Forward Sale
Agreements, the “Forward Sale Agreements”). The Company expects to
physically settle the Forward Sale Agreements (by the delivery of
the Class A common shares) and receive proceeds, subject to
certain adjustments, from the sale of such Class A common
shares by January 20, 2023, although the Company has the right
to elect settlement prior to that time subject to certain
conditions. Although the Company expects to settle the Forward Sale
Agreements entirely by the physical delivery of Class A common
shares in exchange for cash proceeds, the Forward Sale Agreements
allow the Company to cash or net-share settle all or a
portion of its obligations under the Forward Sale Agreements. If
the Company elects to cash or net share settle the Forward Sale
Agreements, the Company may not receive any proceeds, and may owe
cash or Class A common shares to the Forward Purchasers in
certain circumstances. The Forward Sale Agreements provide for an
initial forward sale price of $37.584 per share (which is the
public offering price less the underwriting discount), subject to
certain adjustments pursuant to the terms of the Forward Sale
Agreements. The Forward Sale Agreements are subject to early
termination or settlement under certain circumstances.
The Company will not initially receive any proceeds from the sale
of Class A common shares by the Forward Sellers.
Copies of the Forward Sale Agreements are attached to this Current
Report on Form 8-K as Exhibit 1.2 and
Exhibit 1.3 and incorporated herein by reference. The summary set
forth above is qualified in its entirety by reference to Exhibit
1.2 and Exhibit 1.3.
The Offering was made pursuant to an automatic shelf registration
statement filed with the Securities and Exchange Commission on
June 17, 2020 (File No. 333-239227), a
base prospectus, dated June 17, 2020, included as part of the
registration statement, and a prospectus supplement, dated
January 19, 2022, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act.
