- 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 –
AGOURA HILLS, Calif. & SCOTTSDALE, Ariz.--(BUSINESS WIRE)--
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:
http://www.businesswire.com/news/home/20151203005632/en/
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 Rent
Investor
Relations, 855-794-2447
investors@ah4r.com
or
For
American Residential Properties, Inc.
Investors:
Shant
Koumriqian, 480-474-4800
Chief Financial Officer and Treasurer
IR@amresprop.com
or
Media:
Financial
Profiles, Inc.
Lisa Mueller, 310-622-8231
lmueller@finprofiles.com
Source: American Homes 4 Rent