American Homes 4 Rent (the “Company”) announced that it has priced an underwritten public offering of 20,000,000 of its Class A common shares of beneficial interest, $0.01 par value per share (“Class A common shares”), of which 10,000,000 shares were offered directly by the Company, and 10,000,000 shares were offered, at the request of the Company, by the forward purchasers (as defined below) or their respective affiliates in connection with the forward sale agreements described below. The underwriters have been granted a 30-day option to purchase an aggregate of up to an additional 3,000,000 Class A common shares. The offering is subject to customary closing conditions and is expected to close on or about January 24, 2022.
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In connection with the offering of the Class A common shares, the Company expects to enter into a forward sale agreement with each of Bank of America, N.A. and JPMorgan Chase Bank, National Association or their respective affiliates (who are referred to in such capacity individually as a “forward purchaser” and collectively, the “forward purchasers”), with respect to 10,000,000 Class A common shares covered by the offering. The forward purchasers or their respective affiliates are expected to borrow from third parties and sell to the underwriters 10,000,000 Class A common shares in connection with the forward sale agreements (or an aggregate of 13,000,000 shares if the underwriters exercise their option to purchase additional shares in full).
Pursuant to the terms of the forward sale agreements, and subject to the Company’s right to elect cash or net share settlement under the forward sale agreements, the Company intends to issue and sell, upon physical settlement of such forward sale agreements, 10,000,000 Class A common shares to the forward purchasers (or an aggregate of 13,000,000 shares if the underwriters exercise their option to purchase additional shares in full) in exchange for cash proceeds per share equal to the applicable forward sale price per share, which will initially be the public offering price per share in the offering, less underwriting discounts and commissions, and will be subject to certain adjustments as provided for in the forward sale agreements. The Company expects to physically settle the forward sale agreements in full and receive proceeds by January 20, 2023.
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The Company will receive proceeds from the sale of the Class A common shares offered by it in the offering, but will not initially receive any proceeds from the sale of the Class A common shares offered by the forward purchasers or their respective affiliates to the underwriters, except in certain circumstances described in the prospectus supplement relating to the offering. The Company estimates that gross proceeds to it, before deducting underwriting discounts and commissions and other estimated offering expenses, will be approximately $783.0 million, assuming full physical settlement of the forward sale agreement and excluding the option to purchase additional shares.
The Company intends to use the net proceeds from the offering (i)Â to repay indebtedness it has incurred or expects to incur under its revolving credit facility, (ii)Â to develop new single-family properties and communities, (iii)Â to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iv)Â for general corporate purposes.
BofA Securities, J.P. Morgan, Citigroup and Morgan Stanley are acting as joint book-running managers for the offering, and Wells Fargo Securities, Raymond James, BMO Capital Markets, Jefferies and Mizuho Securities are acting as book-running managers for the offering. BTIG, RBC Capital Markets, Regions Securities LLC, Ramirez & Co., Inc., and Scotiabank are acting as co-managers for the offering.
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