On July 8, 2021, American Homes 4 Rent, L.P. (the “Operating Partnership”) completed the previously announced offering of $450,000,000 aggregate principal amount of 2.375% Senior Notes due 2031 (the “ 2031 Notes”) and $300,000,000 aggregate principal amount of 3.375% Senior Notes due 2051 (the “ 2051 Notes” and, together with the 2031 Notes, the “Notes”).

The Operating Partnership previously entered into an Indenture, dated as of February 7, 2018 (the “Base Indenture”), between the Operating Partnership, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”). In connection with the issuance of the Notes, the Operating Partnership entered into the Third Supplemental Indenture, dated as of July 8, 2021 (the “Third Supplemental Indenture”), relating to the 2031 Notes and the Fourth Supplemental Indenture, dated as of July 8, 2021 (the “Fourth Supplemental Indenture” and, together with the Third Supplemental Indenture and the Base Indenture, the “Indenture”), relating to the 2051 Notes, between the Operating Partnership and the Trustee.

The 2031 Notes were issued at 98.513% of par value with a coupon of 2.375% per annum. The 2051 Notes were issued at 97.962% of par value with a coupon of 3.375% per annum. Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2022. The 2031 Notes will mature on July 15, 2031, and the 2051 Notes will mature on July 15, 2051. The Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future unsecured and unsubordinated indebtedness.

Under limited circumstances, the Indenture will require certain of the Operating Partnership’s subsidiaries and American Homes 4 Rent (the “Company”) to guarantee the Notes in the future if, and for so long as, such subsidiary or the Company, as the case may be, guarantees the Operating Partnership’s obligations under its revolving credit facility.

The Operating Partnership may redeem the Notes in whole at any time or in part from time to time, at the applicable make-whole redemption price specified in the Indenture. If the 2031 Notes are redeemed on or after April 15, 2031 (three months prior to the stated maturity date) or if the 2051 Notes are redeemed on or after January 15, 2051 (six months prior to the stated maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

The Indenture contains certain covenants that, among other things, limit the ability of the Operating Partnership, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture requires the Operating Partnership to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become due and payable.

8-K

Nos. 333-239227

 

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.