Current Report Filing (8-k)
15 März 2022 - 10:20PM
Edgar (US Regulatory)
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0000915912
2022-03-15
2022-03-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 15, 2022
AVALONBAY
COMMUNITIES, INC.
(Exact Name of Registrant as Specified
in Its Charter)
Maryland
(State or other jurisdiction of
incorporation
or organization) |
1-12672
(Commission
File Number) |
77-0404318
(I.R.S. Employer
Identification No.) |
4040 Wilson Blvd., Suite 1000
Arlington, Virginia 22203
(Address of principal executive offices)(Zip
code)
(703)
329-6300
(Registrant’s telephone number,
including area code)
(Former name, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading symbol |
|
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
|
AVB |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On March 15, 2022, AvalonBay
Communities, Inc. (the “Company”) issued a press release announcing that it has established an unsecured commercial paper
program (the “Commercial Paper Program”).
Under the terms of the Commercial
Paper Program, the Company may issue, from time to time, unsecured commercial paper notes with varying maturities not in excess of 364
days from the date of issue (the “Notes”). Amounts available under the Commercial Paper Program may be borrowed, repaid and
re-borrowed from time to time, with the maximum aggregate face or principal amount of Notes outstanding at any one time not exceeding
$500 million. The Notes will be sold on terms that are customary for the United States commercial paper market and will be at least equal
in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company expects to use the proceeds
of the Notes for general corporate purposes.
The Notes to be offered under
the Commercial Paper Program have not been and will not be registered under the Securities Act of 1933, as amended, or state securities
laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The information contained in this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to
buy the Notes under the Commercial Paper Program.
A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, including the Company’s ability to complete the issuance and sale of the Notes and the intended use of proceeds.
You can identify forward-looking statements by the use of the words such as “expects,” “plans,”
“estimates,” “anticipates,” “projects,” “intends,” “believes,” “outlook”
and similar expressions that do not relate to historical matters. These forward-looking statements are based on the Company’s expectations,
forecasts and assumptions at the time of this report, which may not be realized and involve risks and uncertainties that cannot be predicted
accurately or that might not be anticipated. These could cause actual results to differ materially from those expressed or implied by
the forward-looking statements. Risks and uncertainties that might cause such differences include, among others, those related to the
COVID-19 pandemic and trends affecting the Company’s financial condition or results of operations. These factors should not be construed
as exhaustive and should be read in conjunction with the factors that are discussed in the Company’s filings with the Securities
and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the
headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations
- Forward-Looking Statements” and in subsequent quarterly reports on Form 10-Q. The Company does not undertake a duty to update
forward-looking statements contained in this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
|
AVALONBAY COMMUNITIES, INC. |
|
|
|
March 15, 2022 |
|
|
|
By: |
/s/ Kevin P. O’Shea |
|
|
Kevin P. O’Shea |
|
|
Chief Financial Officer |
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