AVALONBAY COMMUNITIES, INC. (NYSE: AVB) (the “Company”)
announced today that it is commencing an underwritten public
offering of 2,000,000 shares of common stock in connection with the
forward sale agreements described below.
Morgan Stanley and J.P. Morgan are acting as joint book-running
managers for the offering.
The Company expects to enter into forward sale agreements with
Morgan Stanley & Co. LLC and JPMorgan Chase Bank, N.A. or their
affiliates (the “forward purchasers”) with respect to 2,000,000
shares of its common stock. In connection with the forward sale
agreements, the forward purchasers or their affiliates are expected
to borrow and sell to the underwriters an aggregate of 2,000,000
shares of the common stock that will be delivered in the offering.
Subject to its right to elect cash or net share settlement, which
right is subject to certain conditions, the Company intends to
deliver, upon physical settlement of such forward sale agreements
on one or more dates specified by the Company occurring no later
than December 31, 2023, an aggregate of 2,000,000 shares of its
common stock to the forward purchasers in exchange for cash
proceeds per share equal to the applicable forward sale price,
subject to certain adjustments as provided in the forward sale
agreements.
The Company will not initially receive any proceeds from the
sale of shares of its common stock by the forward purchasers or
their affiliates in the offering. The Company intends to use the
net proceeds, if any, it receives upon the future settlement of the
forward sale agreements for identified and prospective land
acquisitions, the development and redevelopment of apartment
communities, the acquisition of communities, and working capital
and general corporate purposes, which may include the repayment of
outstanding indebtedness under the Company’s commercial paper
program or its $1,750,000,000 revolving variable rate unsecured
credit facility. General corporate purposes may also include the
repayment and refinancing of other indebtedness. Pending the
application of such net proceeds, the Company may temporarily
invest all or a portion of the net proceeds from this offering in
cash or cash equivalents and/or hold such proceeds in accordance
with its internal liquidity policy.
Selling common stock through the forward sale agreements enables
the Company to set the price of such shares upon the pricing of the
offering (subject to certain adjustments) while delaying the
issuance of such shares and the receipt of the net proceeds by the
Company until a time closer to the funding requirements described
above.
The offering is being conducted pursuant to the Company’s
currently effective shelf registration statement, which was
previously filed with the Securities and Exchange Commission (the
“SEC”). This press release does not constitute an offer to sell or
the solicitation of an offer to buy any of the Company’s
securities, nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state.
You may obtain copies of the prospectus supplement and
prospectus relating to the offering without charge from the SEC at
www.sec.gov. Alternatively, copies of these documents may be
obtained by contacting (i) Morgan Stanley & Co. LLC, 180 Varick
Street, 2nd Floor, New York, NY 10014, Attention: Prospectus
Department; and (ii) J.P. Morgan Securities LLC, 1155 Long Island
Avenue, Edgewood, NY 11717, Attention: Broadridge Financial
Solutions.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the federal securities laws, including Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which include, but are
not limited to, statements related to the size of the offering and
the intended use of the net proceeds from the offering. The Company
intends these forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995 and is including
this statement for purposes of complying with those safe harbor
provisions, in each case, to the extent applicable. The Company
cautions investors that any such forward-looking statements are
based on current beliefs or expectations of future events and on
assumptions made by, and information currently available to,
management. You can identify forward-looking statements by the use
of the words “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “assume,” “project,” “plan,” “may,” “shall,” “will,”
“pursue” and other similar expressions in this press release, that
predict or indicate future events and trends and that do not report
historical matters. Such forward-looking statements are subject to
various risks and uncertainties, including, among others, those
related to the COVID-19 pandemic; the availability of debt and
equity financing; and the 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
other cautionary statements that are described under the sections
entitled “Forward-Looking Statements” and “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2021, as such factors may be updated from time to time in the
Company’s periodic filings with the SEC, which are accessible on
the SEC’s website at www.sec.gov. Accordingly, there are or will be
important factors that could cause actual outcomes or results to
differ materially from those indicated in these statements. The
forward-looking statements speak only as of the date of this press
release, and the Company expressly disclaims any obligation or
undertaking to publicly update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except to the extent otherwise required
by law.
About AvalonBay Communities, Inc.
As of January 31, 2022, the Company owned or held a direct or
indirect ownership interest in 297 apartment communities containing
87,992 apartment homes in 12 states and the District of Columbia,
of which 19 communities were under development. The Company is an
equity real estate investment trust in the business of developing,
redeveloping, acquiring, and managing apartment communities in
leading metropolitan areas in New England, the New York/New Jersey
Metro area, the Mid-Atlantic, the Pacific Northwest, and Northern
and Southern California, as well as in the Company's expansion
markets of Raleigh-Durham and Charlotte, North Carolina, Southeast
Florida, Dallas and Austin, Texas, and Denver, Colorado.
Copyright © 2022 AvalonBay Communities, Inc. All Rights
Reserved
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Jason Reilley Vice President Investor Relations AvalonBay
Communities, Inc. 703-317-4681
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