AGOURA HILLS, Calif.,
March 29, 2018 /PRNewswire/
-- American Homes 4 Rent (NYSE: AMH) (the "Company"), today
announced that it will convert, based on the conversion ratio set
forth in the Articles Supplementary of the 5.500% Series C
participating preferred shares of beneficial interest, $0.01 par value per share (NYSE: AMHPrC) ("Series
C Preferred Shares"), 7,600,000 Series C Preferred Shares,
constituting all of the outstanding Series C Preferred Shares, into
10,848,828 of the Company's Class A common shares of beneficial
interest, $0.01 par value per share
(the "Class A Shares"), or 1.42747736 Class A Shares per Series C
Preferred Share on April 5, 2018 (the
"Conversion Date").
The Series C Preferred Shares will be converted into Class A
Shares, pursuant to a conversion ratio per share equal to (A) the
sum of (1) $25.00, (2) $3.71813219, the HPA Amount, and (3) any accrued
and unpaid dividends to, but excluding, the Conversion Date,
divided by (B) $20.1181, the one-day
VWAP (as reported by Bloomberg Business News) of the Class A Shares
on the New York Stock Exchange (the "NYSE") on March 29, 2018, the date the Company delivered
the required notice of conversion.
The amount payable to holders of Series C Preferred Shares upon
any redemption, conversion or liquidation event is subject to a cap
such that the total internal rate of return when considering the
initial liquidation preference, the HPA Amount and all dividends
paid or accrued will not exceed 9.0%.
Before the Conversion Date, the Company will cause to be listed
on the NYSE the Class A Shares issuable upon conversion of the
Series C Preferred Shares. Upon conversion, American Stock Transfer
& Trust Company, LLC, the Company's registrar and transfer
agent, will cause the Class A Shares to be issued to all holders of
the Series C Preferred Shares without any action required by such
holders. Upon conversion, the Series C Preferred Shares will no
longer be outstanding, and all rights of the holders of such shares
will terminate. Upon conversion, the Series C Preferred Shares will
be delisted from trading on the NYSE.
Dividends on the Series C Preferred Shares will cease to accrue
on the Conversion Date. Following the Conversion Date, holders of
record of the Class A Shares received upon conversion will be
eligible to receive dividends quarterly with respect to such Class
A Shares, commencing with the distribution expected to be paid on
or about July 2, 2018 to shareholders
of record on June 15, 2018.
About American Homes 4 Rent
American Homes 4 Rent (NYSE: AMH) is a leader in the
single-family home rental industry and "American Homes 4 Rent" is
fast becoming a nationally recognized brand for rental homes, known
for high quality, good value and tenant satisfaction. We are an
internally managed Maryland real
estate investment trust, or REIT, focused on acquiring, renovating,
leasing, and operating single-family homes as rental properties. As
of December 31, 2017, we owned
approximately 51,239 single-family properties in selected
submarkets in 22 states.
Forward-Looking Statements
This press release contains "forward-looking statements." These
forward-looking statements relate to beliefs, expectations or
intentions and similar statements concerning matters that are not
of historical fact and are generally accompanied by words such as
"estimate," "project," "predict," "believe," "expect," "intend,"
"anticipate," "potential," "plan," "goal" or other words that
convey the uncertainty of future events or outcomes. The Company
has based these forward-looking statements on its current
expectations and assumptions about future events. While the
Company's management considers these expectations to be reasonable,
they are inherently subject to risks, contingencies and
uncertainties, most of which are difficult to predict and many of
which are beyond the Company's control. These and other important
factors, including "Risk Factors" disclosed in, or incorporated by
reference into, the Company's Annual Report on Form 10-K for the
year ended December 31, 2017 and in
the Company's subsequent filings with the SEC, may cause the
Company's actual results to differ materially from anticipated
results expressed or implied by these forward-looking statements.
Investors should not place undue reliance on these forward-looking
statements.
Contact:
American Homes 4 Rent
Investor Relations
Phone: (855) 794-2447
Email: investors@ah4r.com
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SOURCE American Homes 4 Rent