On March 31, 2022, American Homes 4 Rent, L.P. (the “Operating Partnership”), the operating partnership of American Homes 4 Rent (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Operating Partnership agreed to issue and sell $600,000,000 aggregate principal amount of the Operating Partnership’s 3.625% Senior Notes due 2032 (the “2032 Notes”) and $300,000,000 aggregate principal amount of the Operating Partnership’s 4.300% Senior Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Notes”). The 2032 Notes will be issued at 97.517% of par value with a coupon of 3.625% per annum. The 2052 Notes will be issued at 97.237% of par value with a coupon of 4.300% per annum. Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 of each year, commencing October 15, 2022. The 2032 Notes will mature on April 15, 2032, and the 2052 Notes will mature on April 15, 2052. The Operating Partnership estimates that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Operating Partnership, will be approximately $868.7 million. The offering is expected to close on April 7, 2022 subject to the satisfaction of customary closing conditions.

The offering was made pursuant to an automatic shelf registration statement filed with the Securities and Exchange Commission on June 17, 2020 (File and a base prospectus, dated June 17, 2020, and prospectus supplement, dated March 31, 2022, filed by the Operating Partnership with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

The Operating Partnership intends to use the net proceeds from this offering to repay amounts outstanding on its revolving credit facility and any remaining net proceeds for general corporate purposes, including, without limitation, property acquisitions and developments, the expansion, redevelopment and/or improvement of existing properties in the Operating Partnership’s portfolio, other capital expenditures, the redemption of its Series F preferred shares, the redemption of its other preferred shares, the repayment of outstanding indebtedness, working capital and other general purposes.

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 against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make in respect of those liabilities.

A copy of the Underwriting Agreement is attached to this report 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.

 

(d)

 

SIGNATURES

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