Current Report Filing (8-k)
September 29 2022 - 4:39PM
Edgar (US Regulatory)
0000915912
false
0000915912
2022-09-27
2022-09-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 27, 2022
AVALONBAY
COMMUNITIES, INC.
(Exact name of registrant as specified
in its charter)
Maryland
(State or other jurisdiction of
incorporation
or organization) |
1-12672
(Commission
File Number) |
77-0404318
(I.R.S. Employer
Identification No.) |
4040 Wilson Blvd., Suite 1000
Arlington, Virginia 22203
(Address of principal executive offices)(Zip
code)
(703)
329-6300
(Registrant’s telephone number,
including area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, par value $0.01 per share |
|
AVB |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On September 27, 2022, we entered into a $2,250,000,000 Sixth Amended
and Restated Revolving Loan Agreement (the “Credit Facility”) with Bank of America, N.A., as administrative agent, an issuing
bank and a bank, JPMorgan Chase Bank, N.A., as an issuing bank, a bank and a syndication agent, Wells Fargo Bank, N.A., as an issuing
bank, a bank and a syndication agent, the co-documentation agents named therein, JPMorgan Chase Bank, N.A., BofA Securities, Inc., and
Wells Fargo Securities, LLC as joint bookrunners and joint lead arrangers, and the other bank parties signatory thereto.
Under the terms of the Credit Facility, we may elect to increase the
facility by up to an additional $750 million, to an aggregate size of $3.00 billion, provided that one or more banks (from the syndicate
or otherwise) voluntarily agree to provide the additional commitment. No member of the syndicate of banks can prohibit such increase;
such an increase in the facility will only be effective to the extent banks (from the syndicate or otherwise) choose to commit to lend
additional funds. The term of the Credit Facility ends on September 27, 2026, unless we exercise our right to extend the maturity date,
subject to the conditions to extension set forth in the Credit Facility. We paid customary arrangement and upfront fees to the lenders
in connection with the closing of the Credit Facility. This new facility replaces our prior $1.75 billion credit facility dated as of
February 28, 2019, which would have matured on February 28, 2024.
The Credit Facility bears interest at varying levels based on (1) the
Secured Overnight Financing Rate (“SOFR”) applicable to the period of borrowing for a particular draw of funds from the facility
(e.g., one month to maturity, three months to maturity, etc.) and (2) the rating levels issued for our unsecured and unsubordinated long-term
indebtedness. The stated spread over SOFR can vary from SOFR plus 0.65% to SOFR plus 1.40% based upon the rating of our unsecured and
unsubordinated long-term indebtedness. The Credit Facility contains a sustainability-linked pricing component which provides for interest
rate margin and commitment fee reductions or increases by meeting or missing targets related to environmental sustainability, specifically
greenhouse gas emission reductions.
Under the Credit Facility we are subject to certain
customary covenants, including, but not limited to, maintaining certain leverage and coverage ratios such as total outstanding indebtedness
to capitalization value, combined EBITDA to combined debt service, secured indebtedness to capitalization value and unsecured indebtedness
to unencumbered asset value. At the commencement of the Credit Facility on September 27, 2022, there were no borrowings outstanding under
the Credit Facility. Approximately $6.9 million was used to provide letters of credit on that date. Accordingly, approximately $2.24 billion
was available for borrowing under the Credit Facility on that date.
The foregoing description of the Credit Facility does not purport to
be complete and is qualified in its entirety by reference to the Credit Facility, attached hereto as Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this report is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
|
AVALONBAY COMMUNITIES, INC. |
|
|
|
Dated: September 29, 2022 |
By: |
/s/ Kevin P. O’Shea |
|
|
Kevin P. O’Shea |
|
|
Chief Financial Officer |
Avalonbay Communities (NYSE:AVB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Avalonbay Communities (NYSE:AVB)
Historical Stock Chart
From Apr 2023 to Apr 2024