Item 8.01 Other Events.
On September 15,
2021, AvalonBay Communities, Inc. (the “Company”) closed the public offering (the “Offering”) of an aggregate
of $700,000,000 principal amount of its 2.050% Senior Notes due 2032 (the “Notes”).
The Offering was made
pursuant to a prospectus supplement dated September 8, 2021 and a prospectus dated February 25, 2021 relating to the Company’s
registration statement on Form S-3 (File No. 333-253532) (the “Registration Statement”). In connection with the
Offering of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan
Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. 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 September 15, 2021, with interest on the Notes payable semi-annually on January 15 and July 15, beginning on January 15,
2022. The Notes will mature on January 15, 2032 unless the Company redeems them earlier.
The terms of the Notes
are governed by an Indenture between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “2018
Indenture”), dated as of February 23, 2018, as amended by the First Supplemental Indenture between the Company and the Trustee,
dated as of March 26, 2018 (the “First Supplemental Indenture”) and the Second Supplemental Indenture between the Company
and the Trustee, dated as of May 29, 2018 (the “Second Supplemental Indenture,” and together with the 2018 Indenture
and the First Supplemental Indenture, the “Indenture”).
The purchase price paid
by the underwriters for the Notes was 99.231% of the principal amount thereof. The Notes are the Company’s senior unsecured obligations
and will rank equally with all of the Company’s other unsecured and unsubordinated indebtedness from time to time outstanding. The
Notes will be effectively subordinated to the Company’s and it subsidiaries’ mortgages and other secured indebtedness to the
extent of the value of the collateral securing such indebtedness. 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 $693.3 million.
The Company intends to
allocate an amount equal to the net proceeds from the Offering to finance or refinance, in whole or in part, one or more new or existing
eligible green projects and in accordance with the International Capital Markets Association Green Bond Principles 2021, as amended from
time to time, until the Company has allocated all of the net proceeds from the Offering. Pending such allocation, the Company may use
the net proceeds from the Offering for general corporate purposes, which may include the acquisition, development and redevelopment of
apartment communities and repayment and refinancing of other indebtedness, including the repayment of outstanding indebtedness under the
Company’s $1,750,000,000 revolving credit facility (the “Credit Facility”). The Company funded the redemption of all
of its outstanding $450,000,000 aggregate principal amount of 2.95% Medium-Term Notes due 2022 at an aggregate redemption amount of $468,637,249
on September 11, 2021 with available cash balances and borrowings under the Credit Facility. Pending use of the proceeds of the Offering,
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 2018 Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the form of the Notes, which are filed
as Exhibits 4.1, 4.2, 4.3 and 4.4 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.