- Combined Company Expected to Own and
Manage More Than 47,000 Homes -
- Combined Real Estate Cost Basis of Over $8
Billion at Closing –
- Expected to Achieve Corporate and
Operating Synergies -
- Transaction Expected to be Accretive to
AMH Core FFO / Share -
- Companies to Host Joint Webcast Today
–
American Homes 4 Rent (NYSE:AMH) and American Residential
Properties, Inc. (NYSE:ARPI) announced today that the Boards of
both companies have approved a definitive agreement to combine the
two companies in a tax-free merger at a total transaction value of
approximately $1.5 billion. In the merger, American Homes 4 Rent
will issue approximately 38 million common shares and assume or
repay a total of approximately $0.8 billion of American Residential
Properties debt. The merger is targeted to close during the first
half of 2016.
This Smart News Release features multimedia.
View the full release here:
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David Singelyn, Chief Executive Officer of American Homes 4
Rent, stated, “We are delighted to announce our agreement to
combine with American Residential Properties, further establishing
American Homes 4 Rent as the largest publicly-traded owner and
operator of single family rental homes. American Residential
Properties has a high quality portfolio of homes which fit
strategically in our markets, offering significant opportunities to
capture further operating efficiencies on the combined platform.
Moving ahead, we look forward to creating additional value for the
shareholders of the combined company while strengthening our
position as a premier company in the single-family rental
sector.”
American Residential Properties Chairman and Chief Executive
Officer Stephen G. Schmitz commented, “We are excited to join
forces with one of the largest and most successful single family
residential companies in our growing industry. Over the past year,
our management and Board have explored many options to enhance
returns to our stockholders and we believe this strategic
transaction is the best way to deliver long-term value to our
stockholders. This merger provides American Residential Properties
stockholders with a premium for their shares and the opportunity to
benefit from participation in the upside potential of an efficient,
larger platform that is well positioned in high growth markets and
that will benefit from operating synergies.”
Under the merger agreement, at closing, each share of American
Residential Properties common stock and each limited partnership
unit in its operating partnership will be exchanged for 1.135
common shares or limited partnership units of American Homes 4
Rent, representing a current value per share/unit of American
Residential Properties of $19.01 based on American Homes 4 Rent
closing price on December 2, 2015, a 19.8% premium over the volume
weighted average closing price of American Residential Properties
common stock over the 20 trading days ending on December 2, 2015,
and an 8.7% premium over American Residential Properties’ closing
price on December 2, 2015. The exchange ratio is not subject to
adjustment. Upon closing, American Residential Properties stock and
unit holders will own approximately 12.6% of the outstanding common
shares and units of the combined company. One of the current
American Residential Properties directors to be designated before
the closing will join the board of American Homes 4 Rent.
The merger will enhance the size of the largest publicly-traded
single-family rental company. The combined company is expected to
own more than 47,000 homes in 22 states and to have an equity
market capitalization of $5.5 billion (based on American Homes 4
Rent’s closing price on December 2, 2015) and an aggregate real
estate cost basis of over $8 billion. Given the geographic overlap
of American Homes 4 Rent and American Residential Properties
portfolios, operational synergies are expected to be achieved by
reducing duplicate expenses for internet charges, supervisory
property management personnel, management information systems and
other back-office functions. The merger is expected to be accretive
to American Homes 4 Rent Core FFO.
American Homes 4 Rent will retain its corporate headquarters in
Agoura Hills, California, while maintaining a presence in the
Phoenix, Arizona market. American Residential Properties’ Chairman
and Chief Executive Officer, Stephen G. Schmitz, and its President
and Chief Operating Officer, Laurie Hawkes, will remain with the
company until the closing of the merger.
The merger is subject to majority approval of American
Residential Properties stockholders and to customary closing
conditions. Mr. Schmitz and Ms. Hawkes have agreed to vote their
shares in favor of the merger.
Barclays is serving as lead financial advisor to American
Residential Properties with Raymond James also servicing as
financial advisor, and Hunton & Williams LLP is serving as its
legal counsel. Hogan Lovells US LLP is serving as legal counsel to
American Homes 4 Rent.
Webcast and Conference Call
Information
An investor presentation about the merger will be available in
the investor relations section of American Homes 4 Rent’s website
at www.americanhomes4rent.com and of American Residential
Properties at www.amresprop.com. American Homes 4 Rent and American
Residential Properties will hold a conference call today at 8:30
a.m. Eastern Time to discuss the merger. A website link will be
available on the investor relations section of American Homes 4
Rent and American Residential Properties.
The domestic dial-in number is (877) 705-6003 (for U.S. and
Canada) and the international dial-in number is (201) 493-6725
(passcode not required). A simultaneous audio webcast may be
accessed by using the links in the investor relations section at
www.americanhomes4rent.com and www.amresprop.com. A replay of the
audio webcast may be accessed through December 17, 2015, by calling
(877) 870-5176 (U.S. and Canada) or (858) 384-5517 (international),
replay passcode number 13626469, or by using the links in the
investor relation sections at www.americanhomes4rent.com and
www.amresprop.com.
About American Homes 4
Rent
American Homes 4 Rent (NYSE: AMH) is a leader in the
single-family home rental industry and “American Homes 4 Rent” is
fast becoming a nationally recognized brand for rental homes, known
for high quality, good value and tenant satisfaction. American
Homes 4 Rent an internally managed Maryland real estate investment
trust, or REIT, focused on acquiring, renovating, leasing and
operating attractive, single-family homes as rental properties. As
of September 30, 2015, American Homes 4 Rent owned 38,377
single-family properties in selected submarkets in 22 states.
About American Residential
Properties
American Residential Properties, Inc. is an internally managed
real estate company, organized as a REIT for federal income tax
purposes that acquires, owns, and manages single-family homes as
rental properties in select communities nationwide. American
Residential Properties, Inc.’s primary business strategy is to
acquire, restore, lease and manage single-family homes as
well-maintained investment properties to generate attractive,
risk-adjusted returns over the long-term. As of September 30, 2015,
American Residential Properties, Inc. owned 8,938 single-family
properties in selected submarkets in 12 states.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements generally can be
identified by use of statements that include phrases such as
“believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,”
“will,” “predicted,” “likely,” or other words or phrases of similar
import. Such statements involve known and unknown risks,
uncertainties, and other factors that may cause the actual results,
performance, or achievements of American Homes 4 Rent or American
Residential Properties to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to, the ability of American Residential Properties to
obtain the required stockholder approval to consummate the proposed
mergers; the satisfaction or waiver of other conditions in the
merger agreement; the outcome of any legal proceedings that may be
instituted against American Homes 4 Rent, American Residential
Properties and others related to the merger agreement; the ability
of third parties to fulfill their obligations relating to the
proposed transactions; the risk that the mergers or the other
transactions contemplated by the merger agreement may not be
completed in the time frame expected by the parties or at all; the
ability of American Homes 4 Rent to successfully integrate pending
transactions and implement its operating strategy; changes in
economic cycles; and competition within the single-family
residential rental industry; the demand for and market acceptance
of American Homes 4 Rent’s and American Residential Properties’
properties for rental purposes. Although American Homes 4 Rent and
American Residential Properties believe that the assumptions
underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and
therefore there can be no assurance that such statements included
in this report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information
should not be regarded as a representation by American Homes 4 Rent
or American Residential Properties or any other person that the
results or conditions described in such statements or the
objectives and plans of American Homes 4 Rent or American
Residential Properties will be achieved. Certain factors that could
cause actual results to differ materially from these
forward-looking statements are listed from time to time in American
Homes 4 Rent’s and American Residential Properties’ SEC reports,
including, but not limited to, in the section entitled
“Item 1A. Risk Factors” in the Annual Report on Form 10-K
filed by American Homes 4 Rent with the SEC on March 3, 2015, and
in the section entitled “Item 1A. Risk Factors” in the Annual
Report on Form 10-K filed by American Residential Properties with
the SEC on March 16, 2015. Any forward-looking statement speaks
only as of the date of this report and neither American Homes 4
Rent nor American Residential Properties undertakes any obligation
to update or revise any forward-looking statements, whether as a
result of new developments or otherwise.
Additional Information about the
Proposed Transaction and Where to Find it
In connection with the proposed transactions, American Homes 4
Rent expects to file with the SEC a registration statement on Form
S-4 that will include a proxy statement of American Residential
Properties that also constitutes a prospectus of American Homes 4
Rent. American Homes 4 Rent and American Residential Properties
also plan to file other relevant documents with the SEC regarding
the proposed transactions. INVESTORS ARE URGED TO READ THE
PROSPECTUS/PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the
prospectus/proxy statement (if and when it becomes available) and
other relevant documents filed by American Homes 4 Rent and
American Residential Properties with the SEC at the SEC’s website
at www.sec.gov. Copies of the documents filed by American Homes 4
Rent with the SEC will be available free of charge on its website
at www.americanhomes4rent.com, or by contacting Investor Relations
at (855) 794-2447. Copies of the documents filed by American
Residential Properties with the SEC will be available free of
charge on its website at www.amresprop.com, or by contacting
Investor Relations at (480) 474-4800.
American Homes 4 Rent and American Residential Properties and
their respective trustees, directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transactions. You can find information about
American Homes 4 Rent’s trustees and executive officers in American
Homes 4 Rent’s definitive proxy statement filed with the SEC on
April 2, 2015 in connection with its 2015 annual meeting of
shareholders. You can find information about American Residential
Properties’ directors and executive officers in American
Residential Properties’ definitive proxy statement filed with the
SEC on April 17, 2015 in connection with its 2015 annual meeting of
stockholders. Additional information regarding the interests of
such potential participants will be included in the
prospectus/proxy statement and other relevant documents filed with
the SEC if and when they become available. You may obtain free
copies of these documents from American Homes 4 Rent or American
Residential Properties using the sources indicated above.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151203005632/en/
American Homes 4
RentInvestor Relations,
855-794-2447investors@ah4r.comorFor
American Residential Properties, Inc.Investors:Shant
Koumriqian, 480-474-4800Chief Financial Officer and
TreasurerIR@amresprop.comorMedia:Financial Profiles, Inc.Lisa
Mueller, 310-622-8231lmueller@finprofiles.com
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