Item 8.01. Other Events.
On August 10, 2017, American Homes 4 Rent (the Company) and American Homes 4 Rent, L.P., the Companys operating
partnership (the Operating Partnership) entered into a sales agreement (the Sales Agreement) with FBR Capital Markets & Co., Cantor Fitzgerald & Co., Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., Goldman Sachs & Co. LLC, Jefferies LLC, JMP Securities LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC
Capital Markets, LLC and Wells Fargo Securities, LLC, as sales agents (collectively, the Sales Agents).
Under the terms of
the Sales Agreement, the Company may issue and sell from time to time through or to the Sales Agents its Class A common shares of beneficial interest, $0.01 par value per share (the Class A Common Shares), having an aggregate
offering price of up to $500.0 million (the Securities)
The Securities will be offered and sold through the Sales Agents
over a period of time and from time to time in negotiated transactions or transactions that are deemed to be at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the Securities Act),
including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The Sales Agents, subject to mutual agreement among the Sales Agents and the Company, may also sell Securities by any
other method permitted by law, including, but not limited to, privately negotiated transactions. The Sales Agents are not required to sell any specific number or dollar amount of the Securities, but each Sales Agent will make all sales using
commercially reasonable efforts consistent with its normal trading and sales practices to sell such Securities up to the amount specified, and otherwise in accordance with mutually agreed terms among the Sales Agents and the Company. The Company has
no obligation to sell any Securities under the Sales Agreement, and, upon giving prior written notice to the Sales Agents, may at any time suspend the offering of the Securities under the Sales Agreement or terminate the Sales Agreement. Each Sales
Agent will be paid compensation that will not exceed 2.0% of the gross sales price per share for any Securities sold through it.
The
Company intends to use the net proceeds from this offering (i) to repay indebtedness we have incurred or expect to incur under our revolving credit facility and our term loan facility, (ii) to acquire and renovate single-family properties
and for related activities in accordance with our business strategy and (iii) for working capital and general corporate purposes, including repurchases of our Class A common shares pursuant to our existing share repurchase program. The
foregoing application may be effected through the Operating Partnership by our contributing a portion of the net proceeds to the Operating Partnership in exchange for Class A partnership units.
The Securities will be issued pursuant to the Companys automatic shelf registration statement filed with the Securities and Exchange
Commission on August 4, 2017 (File
No. 333-219720),
a base prospectus, dated August 4, 2017, included as part of the registration statement, and a prospectus supplement, dated August 10,
2017, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The foregoing description of
the material terms of the Sales Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement. A copy of the Sales Agreement is attached to
this report as Exhibit 1.1 and incorporated herein by reference.