Filed Pursuant to Rule 424(b)(5)
Registration No. 333-239227
The information in this preliminary
prospectus supplement is not complete and may be
changed.
Subject to Completion,
dated January 19, 2022
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated June 17, 2020)

20,000,000 CLASS A COMMON SHARES
We are offering 10,000,000 Class A common shares of beneficial
interest, $0.01 par value per share (“Class A common
shares”).
In addition, we expect to enter into forward sale agreements with
each of Bank of America, N.A. and JPMorgan Chase Bank, National
Association, whom we refer to in such capacity individually as a
“Forward Purchaser” and collectively as “Forward Purchasers.” In
connection with the forward sale agreements, each of BofA
Securities, Inc. and J.P. Morgan Securities LLC, or their
respective affiliates, whom we refer to in such capacity
individually as a “Forward Seller” and collectively as “Forward
Sellers,” are borrowing from third parties and selling to the
underwriters an aggregate of 10,000,000 Class A common shares
that will be delivered in this offering.
We will receive proceeds from the sale of 10,000,000 Class A
common shares offered by us in this offering, but we will not
initially receive any proceeds from the sale of our Class A
common shares by the Forward Sellers in connection with the forward
sale agreements. We expect to physically settle the forward sale
agreements, which would involve the issuance and delivery by us of
Class A common shares against payment by the Forward
Purchasers for those shares on one or more closing dates, which we
expect to occur no later than approximately 12 months from the date
of this prospectus supplement. We may also elect to cash settle or
net share settle all or a portion of our obligations under a
forward sale agreement if we conclude it is in our best interest to
do so. If we elect to cash settle a forward sale agreement, we may
not receive any proceeds, and we may owe cash to the relevant
Forward Purchaser in certain circumstances. If we elect to net
share settle a forward sale agreement, we will not receive any
proceeds, and we may owe Class A common shares to the relevant
Forward Purchaser. See “Underwriting (Conflicts of Interest)—Sales
Through Forward Sellers.” If any Forward Purchaser does not sell on
the anticipated closing date all of the Class A common shares
to be sold by it to the underwriters, we will issue and sell to the
underwriters a number of Class A common shares equal to the
number of Class A common shares that the Forward Purchaser did
not sell and the number of shares underlying the relevant forward
sale agreement will be decreased in respect of the number of shares
that we issue and sell.
Our Class A common shares trade on the New York Stock Exchange
(the “NYSE”) under the symbol “AMH.” On January 18, 2022, the last
sale price of the Class A common shares as reported on the
NYSE was $41.53 per share.
We are organized and conduct our operations to qualify as a real
estate investment trust (“REIT”) for U.S. federal income tax
purposes. To assist us in complying with certain federal income tax
requirements applicable to REITs, our charter contains certain
restrictions relating to the ownership and transfer of our capital
stock, including an ownership limit of 8.0% (in value or in number
of shares, whichever is more restrictive) of our outstanding common
shares. See “Restrictions on Ownership and Transfer” in the
accompanying prospectus.
Investing in our Class A common shares involves certain
risks. See “Risk
Factors” beginning on page S-8 of this prospectus supplement and
in the reports we file with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended,
incorporated by reference in this prospectus supplement and the
accompanying prospectus, to read about factors you should consider
before making an investment in our Class A common
shares.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
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Per
Share |
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Total(1) |
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Public offering price
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$ |
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$ |
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Underwriting discount(2)
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$ |
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$ |
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Proceeds, before expenses, to us(3)
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$ |
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$ |
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(1) |
Assumes no exercise of the underwriters’ option to
purchase additional shares described below.
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(2) |
See “Underwriting (Conflicts of Interest)” for
additional information regarding underwriting compensation.
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(3) |
We expect to receive estimated aggregate proceeds,
before expenses, of
$
from the sale of Class A common shares in this offering by us.
At an initial forward sale price of
$
per share (which is the public offering price per share, less the
underwriting discount per share), in the event of full physical
settlement of the forward sale agreements, we would receive
additional proceeds, before expenses, of approximately
$
pursuant to the forward sale agreements (or
$
if the underwriters exercise their option to purchase additional
shares in full), subject to the price adjustment and other
provisions of the forward sale agreements. For the purposes of
calculating the aggregate proceeds to us from the sale of
Class A common shares, we have assumed that the forward sale
agreements are fully physically settled in one or more settlements
based on the initial forward sale price. The actual proceeds, if
any, that we will be entitled to receive upon settlement of the
forward sale agreements will depend on a number of factors,
including the settlement method that is used and the price of our
Class A common shares during the period between the time of
this offering and the time of settlement of the forward sale
agreements, which we expect to occur no later than approximately 12
months from the date of this prospectus supplement. Although we
expect to settle the forward sale agreements entirely by the
physical delivery of our Class A common shares in exchange for
cash proceeds, we may elect cash settlement or net share settlement
for all or a portion of our obligations under the forward sale
agreements. See “Underwriting (Conflicts of Interest)—Sales Through
Forward Sellers.”
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The Forward Purchasers, or their affiliates, have granted the
underwriters the option, exercisable in whole or from time to time
in part, to purchase up to an additional 3,000,000 Class A
common shares at a price of
$ per
Class A common share within 30 days from the date of this
prospectus supplement. Upon any exercise of such option, we will
enter into additional forward sale agreements with the Forward
Purchasers. Unless the context requires otherwise, the term
“forward sale agreement” as used in this prospectus supplement
includes any additional forward sale agreements that we enter into
in connection with the exercise, by the underwriters, of their
option to purchase additional Class A common shares. In such
event, if the Forward Purchasers or their respective affiliates do
not deliver and sell all of the Class A common shares to be
sold in connection with the exercise of such option, we will issue
and sell to the underwriters a number of Class A common shares
equal to the number of Class A common shares that such Forward
Purchasers or their respective affiliates do not sell, and the
number of Class A common shares underlying the forward sale
agreements will be decreased by the number of Class A common
shares that we issue and sell.
The Class A common shares will be ready for delivery on or
about
,
2022.
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BofA Securities |
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J.P. Morgan |
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Citigroup |
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Morgan Stanley |
The date of this prospectus supplement is
,
2022.