UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On May 14, 2024, AvalonBay Communities, Inc. (the “Company”) closed the public offering (the “Offering”) of an aggregate of $400,000,000 principal amount of its 5.350% Senior Notes due 2034 (the “Notes”).
The Offering was made pursuant to a prospectus supplement dated May 7, 2024 and a base prospectus dated February 23, 2024 relating to the Company’s registration statement on Form S-3 (File No. 333-277313) (the “Registration Statement”). In connection with the Offering of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC and TD Securities (USA) LLC, as representatives of the several underwriters named in the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.
The Notes bear interest from May 14, 2024, with interest on the Notes payable semi-annually on June 1 and December 1, beginning on December 1, 2024. The Notes will mature on June 1, 2034 unless the Company redeems them earlier.
The terms of the Notes are governed by an Indenture between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) (the “Base Indenture”), dated as of February 23, 2024, as supplemented by the First Supplemental Indenture between the Company and the Trustee, dated as of May 14, 2024 (the “First Supplemental Indenture”).
The Company estimates that the net proceeds from the sale of the Notes, after deducting the underwriting discount and estimated offering expenses payable by the Company, will be approximately $395.2 million.
The Company intends to use the net proceeds from the Offering for identified and prospective land acquisitions, the development and redevelopment of apartment communities, the acquisition of communities, funding the Company’s Structured Investment Program investments, and working capital and general corporate purposes, which may include the repayment of outstanding indebtedness under the Company’s commercial paper program, which allows the Company to issue, from time to time, unsecured commercial paper notes with varying maturities of less than one year up to a maximum amount outstanding at any one time of $500,000,000, or the Company’s $2,250,000,000 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 the Offering in cash or cash equivalents and/or hold such proceeds in accordance with the Company’s internal liquidity policy.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Base Indenture, the First Supplemental Indenture and the form of the Notes, which are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.
In connection with the filing of the Underwriting Agreement, the Company is also filing the opinion and consent of its counsel, Goodwin Procter LLP, regarding the legality of the securities being registered as Exhibits 5.1 and 23.1 hereto, respectively, which are incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 4.2 | First Supplemental Indenture, dated as of May 14, 2024, between the Company and U.S. Bank Trust Company, National Association (filed herewith) |
| 4.3 | Form of 5.350% Senior Notes due 2034 (attached as Exhibit A to the First Supplemental Indenture filed as Exhibit 4.2 hereto) |
| 5.1 | Opinion of Goodwin Procter LLP (filed herewith) |
| 23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) (filed herewith) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AVALONBAY COMMUNITIES, INC. | ||
| Dated: May 14, 2024 | By: | /s/ Kevin P. O’Shea |
| Kevin P. O’Shea | ||
| Chief Financial Officer | ||