Shareholders' Equity / Partners' Capital

3 Months Ended

Mar. 31, 2020

Shareholders' Equity / Partners' Capital

Shareholders’ Equity / Partners’ Capital

When the Company issues common or preferred shares, the Operating Partnership issues an equivalent number of units of partnership interest of a corresponding class to AH4R, with the Operating Partnership receiving the net proceeds from the share issuances.

At-the-Market Common Share Offering Program

The Company established an at-the-market common share offering program under which we can issue Class A common shares from time to time through various sales agents up to an aggregate of $500.0 million (the “At-the-Market Program”). The Company intends to use any net proceeds from the At-the-Market Program to repay borrowings under the Company’s revolving credit facility, to acquire and renovate single-family properties and for related activities in accordance with the Company’s business strategy, and for working capital and general corporate purposes. The At-the-Market Program may be suspended or terminated by the Company at any time. As of March 31, 2020, no shares have been issued under the At-the-Market Program and $500.0 million remained available for future share issuances.

Share Repurchase Program

The Company’s board of trustees authorized the establishment of our share repurchase program, authorizing the repurchase of up to $300.0 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the three months ended March 31, 2020 and 2019, we did not repurchase and retire any of our shares. As of March 31, 2020, we had a remaining repurchase authorization of up to $265.1 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares under the program.

Preferred Shares

As of March 31, 2020 and December 31, 2019, the Company had the following series of preferred shares outstanding (in thousands, except share data):


					March 31, 2020				December 31, 2019
Series	Issuance Date	Earliest Redemption Date	Dividend Rate		Outstanding Shares	Current Liquidation Value		Outstanding Shares	Current Liquidation Value
Series D perpetual preferred shares	5/24/2016	5/24/2021	6.500	%	10,750,000	$	268,750	10,750,000	$	268,750
Series E perpetual preferred shares	6/29/2016	6/29/2021	6.350	%	9,200,000	230,000		9,200,000	230,000
Series F perpetual preferred shares	4/24/2017	4/24/2022	5.875	%	6,200,000	155,000		6,200,000	155,000
Series G perpetual preferred shares	7/17/2017	7/17/2022	5.875	%	4,600,000	115,000		4,600,000	115,000
Series H perpetual preferred shares	9/19/2018	9/19/2023	6.250	%	4,600,000	115,000		4,600,000	115,000
Total preferred shares					35,350,000	$	883,750	35,350,000	$	883,750

Distributions

The Company’s board of trustees declared the following distributions during the respective quarters. The Operating Partnership funds the payment of distributions, and the board of trustees declared an equivalent amount of distributions on the corresponding Operating Partnership units.


	For the Three Months Ended
Security	March 31, 2020		March 31, 2019
Class A and Class B common shares	$	0.05	$	0.05

6.500% Series D perpetual preferred shares	0.41		0.41
6.350% Series E perpetual preferred shares	0.40		0.40
5.875% Series F perpetual preferred shares	0.37		0.37
5.875% Series G perpetual preferred shares	0.37		0.37
6.250% Series H perpetual preferred shares	0.39		0.39

Noncontrolling Interest

Noncontrolling interest as reflected in the Company’s condensed consolidated balance sheets primarily consists of the interests held by former American Homes 4 Rent, LLC (“AH LLC”) members in units in the Operating Partnership. Former AH LLC members owned 51,429,990, or approximately 14.6%, of the total 352,977,664 and 352,769,654 Class A units in the Operating Partnership as of March 31, 2020 and December 31, 2019, respectively. Noncontrolling interest also includes interests held by non-affiliates in Class A units in the Operating Partnership. Non-affiliate Class A unitholders owned 596,990, or approximately 0.2%, of the total 352,977,664 and 352,769,654 Class A units in the Operating Partnership as of March 31, 2020 and December 31, 2019, respectively. The Operating Partnership units owned by former AH LLC members and non-affiliates that are reflected as noncontrolling interest in the Company’s condensed consolidated balance sheets are reflected as limited partner capital in the Operating Partnership’s condensed consolidated balance sheets.