8-KOther EventsExhibits & Filings

AVALONBAY COMMUNITIES INC 8-K Report, Corporate Update (Feb 28, 2012)

Filed February 28, 2012For Securities:AVB

Summary

AvalonBay Communities, Inc. (AVB) filed an 8-K on February 28, 2012, primarily to update its "continuous equity" offering (CEP) program. This filing involves a new universal shelf registration statement and a prospectus supplement to replace prior filings, as required by SEC rules every three years. The CEP allows AVB to sell up to $500 million of common stock over a three-year period, which began in November 2010. The company has the flexibility to sell shares "at the market" based on market conditions and its funding needs, with no obligation to sell any specific amount. As of January 31, 2012, AVB had already sold approximately 2.49 million shares under this program, raising about $294 million at an average price of $119.84 per share. This filing indicates AVB's ongoing strategy to access equity capital through its stock offerings, providing a mechanism for continued funding and capital allocation as determined by management. Investors should note this is a procedural update to an existing program, not a new issuance event, and offers flexibility for future capital raising.

Key Highlights

  • 1AVB has filed an updated registration statement and prospectus supplement for its ongoing "continuous equity" offering (CEP) program.
  • 2The CEP allows AVB to sell up to $500 million of its common stock over a three-year period ending November 5, 2013.
  • 3Sales are conducted in "at the market" offerings, providing flexibility for AVB to raise capital based on market conditions and its needs.
  • 4As of January 31, 2012, AVB had successfully raised $294 million by selling approximately 2.49 million shares under the CEP.
  • 5The average sale price for shares sold through January 31, 2012, was $119.84.
  • 6This filing is a routine update to comply with SEC rules requiring the refiling of shelf registration statements every three years.
  • 7The company is not obligated to sell any shares under the CEP and sales depend on various factors, including stock price and market conditions.

Frequently Asked Questions

The primary purpose of this filing is to announce the filing of an updated registration statement and prospectus supplement related to AvalonBay Communities, Inc.'s "continuous equity" offering (CEP) program. This is a routine update to comply with SEC regulations that require shelf registration statements to be refiled every three years.

Under the current CEP program, AvalonBay Communities, Inc. has the potential to sell up to an aggregate of $500 million of its common stock. The program is set to conclude three years after its inception date of November 5, 2010.

Yes, AvalonBay had already sold approximately 2,490,765 shares of its common stock under the CEP program through January 31, 2012. These sales generated aggregate net proceeds of approximately $294 million.

The shares are sold through "at the market" offerings. This means AvalonBay can sell its stock from time to time in the open market, depending on prevailing market conditions, the trading price of its common stock, and the company's determination of its funding needs. There is no obligation for the company to sell any shares.