Item 8.01 Other Events.
On December 7, 2022,
AvalonBay Communities, Inc. (the “Company”) closed the public offering (the “Offering”) of an aggregate of $350,000,000
principal amount of its 5.000% Senior Notes due 2033 (the “Notes”).
The
Offering was made pursuant to a prospectus supplement dated November 28, 2022 and a base 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 Goldman Sachs & Co. LLC, Truist Securities, Inc. and Wells Fargo Securities, 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 December 7, 2022, with interest on the Notes payable semi-annually on February 15 and August 15, beginning on August 15, 2023. The
Notes will mature on February 15, 2033 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 98.940% 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 $345.5 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, 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 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.