AvalonBay Communities Files 8-K

TL;DR

AVB filed an 8-K on Sept 9 for an event on Sept 5. Details TBD.

AI Summary

AvalonBay Communities, Inc. filed an 8-K on September 9, 2024, reporting an event that occurred on September 5, 2024. The filing pertains to "Other Events" and "Financial Statements and Exhibits," but the specific details of these events are not elaborated in the provided text. The company is incorporated in Maryland and headquartered in Arlington, Virginia.

Why It Matters

This filing indicates a material event or change for AvalonBay Communities, Inc., requiring disclosure to investors and the public.

Risk Assessment

Risk Level: low — The filing is a standard 8-K disclosure and does not contain information that inherently increases risk.

Key Players & Entities

• AVALONBAY COMMUNITIES INC (company) — Registrant
• Maryland (jurisdiction) — State of incorporation
• Arlington, Virginia (location) — Principal executive offices
• September 5, 2024 (date) — Date of earliest event reported
• September 9, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share AVB New York Stock Exchan
• $219.73 — provide for an initial forward price of $219.73 per share, subject to certain adjustmen
• $2,250,000,000 — mpany's commercial paper program or its $2,250,000,000 revolving variable rate unsecured credi

Filing Documents

• tm2423578d1_8k.htm (8-K) — 32KB
• tm2423578d1_ex1-1.htm (EX-1.1) — 242KB
• tm2423578d1_ex1-2.htm (EX-1.2) — 242KB
• tm2423578d1_ex1-4.htm (EX-1.4) — 243KB
• tm2423578d1_ex5-1.htm (EX-5.1) — 11KB
• tm2423578d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-098171.txt ( ) — 1091KB
• avb-20240905.xsd (EX-101.SCH) — 3KB
• avb-20240905_lab.xml (EX-101.LAB) — 33KB
• avb-20240905_pre.xml (EX-101.PRE) — 22KB
• tm2423578d1_8k_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. On September 5, 2024, AvalonBay Communities, Inc. (the " Company ") entered into an underwriting agreement (the " Underwriting Agreement ") with Goldman Sachs & Co. LLC, BofA Securities, Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, in their capacities as underwriters (together, in such capacities, the " Underwriters "), Goldman Sachs & Co. LLC, BofA Securities, Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, in their capacities as forward sellers (together, in such capacities, the " Forward Sellers "), and Goldman Sachs & Co. LLC, Bank of America, N.A., Deutsche Bank AG, London Branch and Morgan Stanley & Co. LLC, in their capacities as forward purchasers (together, in such capacities, the " Forward Purchasers "), relating to the offer and sale of an aggregate of 3,200,000 shares of common stock, par value $0.01 per share (" Common Stock "), of the Company by the Forward Sellers in connection with the forward sale agreements described below. The Company granted the Underwriters an option to purchase up to an additional 480,000 shares of Common Stock (the " Option "), which was exercised by the Underwriters in full on September 6, 2024. The Company will not initially receive any proceeds from the sale of shares of Common Stock by the Forward Sellers. On September 5, 2024, in connection with the initial offering of 3,200,000 shares, the Company and the Forward Purchasers entered into separate master confirmation letter agreements and related supplemental confirmation letter agreements (" Forward Sale Agreements ") and on September 6, 2024, in connection with the exercise in full of the Option, the Company and the Forward Purchasers entered into additional Forward Sale Agreements. At the Company's request, the Forward Sellers borrowed from third parties and sold to the Underwriters an aggregate of 3,680,000 shares of Common Stock in connection with the execution of the Forward Sale Agreements. The Compan

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement, dated as of September 5, 2024, by and among AvalonBay Communities, Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC , in their capacity as underwriters, Goldman Sachs & Co. LLC, BofA Securities, Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC , in their capacity as forward sellers, and Goldman Sachs & Co. LLC, Bank of America, N.A., Deutsche Bank AG, London Branch and Morgan Stanley & Co. LLC , in their capacity as forward purchasers. 1.2 Form of Master Forward Confirmation Letter, dated September 5, 2024 1.3 Form of Supplemental Forward Confirmation Letter, dated September 5, 2024 (included in Exhibit 1.2) 1.4 Form of Master Forward Confirmation Letter, dated September 6, 2024 1.5 Form of Supplemental Forward Confirmation Letter, dated September 6, 2024 (included in Exhibit 1.4) 5.1 Opinion of Goodwin Procter LLP. 23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (filed herewith). 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 9, 2024 By: /s/ Kevin P. O'Shea Kevin P. O'Shea Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR