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American Homes 4 Rent, 5.00% Series B Cumulative Participating Preferred Shares
Ticker Symbol: AMH-B* CUSIP: 02665T504 Exchange: NYSE
* NOTE: This security is no longer trading as of 10/03/2017
Security has been Called for: Tuesday, October 3, 2017
Sept. 27, 2017 -- American Homes 4 Rent today announced that it will convert, based on the conversion ratio set forth in the Articles Supplementary of the 5.000% Series A participating preferred shares of beneficial interest, $0.01 par value per share (NYSE: AMHPrA) and the Articles Supplementary of the 5.000% Series B participating preferred shares of beneficial interest, $0.01 par value per share (NYSE: AMHPrB), and described below, 5,060,000 Series A Preferred Shares, constituting all of its outstanding Series A Preferred Shares, into 6,631,716 of the Company's Class A common shares of beneficial interest, $0.01 par value per share, or 1.3106 Class A Shares per Series A Preferred Share, and 4,400,000 Series B Preferred Shares, constituting all of its outstanding Series B Preferred Shares, into 5,766,709 of the Company's Class A Shares, or 1.3106 Class A Shares per Series B Preferred Share on October 3, 2017. The 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) $3.96, the HPA Amount, and (3) any accrued and unpaid dividends to, but excluding, the Conversion Date, divided by (B) $22.0995, the one-day VWAP (as reported by Bloomberg) of the Class A Shares on the New York Stock Exchange (the "NYSE") on September 27, 2017, the date the Company delivered the required notice of conversion. Before the Conversion Date, the Company will cause to be listed on the NYSE the Class A Shares issuable upon conversion of the 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 Preferred Shares without any action required by such holders. Upon conversion, the Preferred Shares will no longer be outstanding, and all rights of the holders of such shares will terminate. Upon conversion, the Preferred Shares will be delisted from trading on the NYSE. Dividends on the 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 December 29, 2017 to shareholders of record on December 15, 2017.
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QUANTUMONLINE.COM SECURITY DESCRIPTION: American Homes 4 Rent, 5.00% Series B Cumulative Participating Preferred Shares, liquidation preference $25 per share that may be increased by an additional Home Price Appreciation Amount (HPA) and a constant investor participation percentage of 50% (see the prospectus for further information), and with no stated maturity. The HPA Amount will be subject to a cap and will become fixed and cease to accrue on and after 12/31/2020. The preferred shares are redeemable at the issuer's option after 9/30/2017 at $25 per share (plus any HPA Amount), plus accrued and unpaid dividends. Cumulative distributions of 5.00% per annum ($1.25 per annum or $0.3125 per quarter) will be paid quarterly on 3/31, 6/30, 9/30 & 12/31 to holders of record on the record date that will be 3/15, 6/15, 9/15 & 12/15 respectively (NOTE: the ex-dividend date is at least 2 business days prior to the record date). On and after 12/31/2020 a dividend rate of 10.00% per annum will accrue and be paid plus the HPA Amount, if any. Upon the occurrence of a change of control the company will have the option within 120 days to redeem the preferred shares at $25 per share plus accrued and unpaid dividends and the HPA amount. If the company has exercised their redemption right, the holders will NOT have the following conversion right. Upon the occurrence of a change of control, and the company has NOT provided notice that they intend to redeem the preferred shares, the holder will have the right to convert the preferred shares into common shares under certain circumstances (see the prospectus for details). Dividends paid by preferreds issued by REITs are NOT eligible for the preferential 15% to 20% tax rate on dividends and are also NOT eligible for the dividend received deduction for corporate holders. The preferred shares are convertible anytime after 12/31/2017 at the holder's option into Class A common shares of American Homes 4 Rent (NYSE: AMH). The conversion ratio for such one-time conversion will be determined by a formula and cannot be determined until the conversion date. Until 12/31/2020, the amount payable upon any redemption, conversion or liquidation event will be subject to a cap and will not exceed 9.0% (see prospectus for details). This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the convertible preferred stock and the conversion provisions by clicking on the ‘Link to IPO Prospectus’ provided below.
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Go to Parent Company's Record (AMH)
IPO - 12/11/2013 - 4.00 Million Shares @ $25.00/share.
Link to IPO Prospectus
Market Value $100.0 Million
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Company's Online Information Links
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| Company's Online SEC EDGAR Filings |
| Company's Email Address Links |
| Address and Phone Numbers |
| Address: 30601 West Agoura Road, Suite 200, Agoura Hills, CA 91301 |
| Main Phone Number |
855-794-2447 |
| Fax Number |
Not Available |
| Investor Relations
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855-794-2447
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| Toll Free Phone Number |
855-774-4663 |
| CEO - David P. Singelyn |
CFO - Diana M. Laing |
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