American Homes 4 Rent (Form: 8-K, Received: 03/04/2016 15:37:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 29, 2016

AMERICAN HOMES 4 RENT

(Exact name of registrant as specified in its charter)

Maryland		001-36013		46-1229660
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

30601 Agoura Road, Suite 200 Agoura Hills, California		91301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (805) 413-5300

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

As a result of the merger transactions contemplated by that certain Agreement and Plan of Merger, dated as of December 3, 2015 (the “Merger Agreement”), by and among American Homes 4 Rent (the “Company”), Sunrise Merger Sub, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), American Homes 4 Rent, L.P. (the “Operating Partnership”), OP Merger Sub, LLC, a wholly owned subsidiary of the Operating Partnership (“OP Merger Sub”), American Residential Properties, Inc. (“ARPI”), American Residential Properties OP, L.P. (“ARP OP”) and American Residential GP, LLC (“ARP GP”), on February 29, 2016, (i) OP Merger Sub was merged with and into ARP OP, with ARP OP continuing as the surviving entity in the merger as a wholly owned subsidiary of the Operating Partnership, and (ii) ARPI merged with and into Merger Sub (which changed its name to ARPI REIT, LLC), with Merger Sub continuing as the surviving entity in the merger as a wholly owned subsidiary of the Company.

On November 27, 2013, ARP OP issued and sold $115 million aggregate principal amount of ARP OP’s 3.25% Exchangeable Senior Notes due 2018 (the “Notes”), including $15,000,000 aggregate principal amount of Notes issued pursuant to the option granted to the initial purchasers to purchase additional Notes to cover over-allotments (the “Over-Allotment Option”), which was exercised in full on November 22, 2013. The terms of the Notes are governed by an indenture, dated as of November 27, 2013 (the “Indenture”), by and among ARP OP, as issuer, ARPI, as guarantor, and U.S. Bank National Association, as trustee (the “Trustee”). The Notes were fully and unconditionally guaranteed by ARPI.

On February 29, 2016, in connection with the consummation of the Mergers and pursuant to the terms of the Merger Agreement, the Company entered into that certain First Supplemental Indenture, dated as of February 29, 2016 (the “Supplemental Indenture”), among the Company, Merger Sub, as the new parent guarantor, ARP OP, as issuer, and the Trustee, which amends and supplements the Indenture. The Supplemental Indenture provides, among other things, that (i) the Notes, under certain circumstances, will be exchangeable for 1.135 Class A common shares of beneficial interest of the Company, $0.01 par value per share (the “Company Common Shares”), for each share of common stock, $0.01 par value per share, of ARPI (the “ARPI Common Stock”) that such holder would have received, if such holder had exchanged the Notes prior to the closing of the merger transactions contemplated by the Merger Agreement, and (ii) the Notes are fully and unconditionally guaranteed by Merger Sub.

The Company Common Shares issuable upon exchange of the Notes will be registered for resale under the Securities Act of 1933, as amended (the “Securities Act”), on a registration statement on Form S-3. The recipients of the Company Common Shares in exchange for the Notes may resell from time to time some or all of the Company Common Shares that may be issued upon the exchange of the Notes.

The foregoing description of the Indenture and the Supplemental Indenture is not complete and is subject to and qualified in its entirety by reference to the text of the Indenture, including the form of the Notes, and the Supplemental Indenture, including the form of guarantee, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

O n February 29, 2016, the Company completed the merger transactions contemplated by the Merger Agreement, pursuant to which OP Merger Sub merged with and into ARP OP (the “Partnership Merger”), with ARP OP continuing as the surviving entity and a wholly owned subsidiary of the Operating Partnership, and ARPI merged with and into Merger Sub (the “Parent Merger” and, together with the Partnership Merger, the “Mergers”), with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of the Company. At the effective time of the Parent Merger, the name of Merger Sub was changed to “ARPI REIT, LLC.” On March 1,

2016, New ARP GP, LLC, a newly formed wholly owned subsidiary of the Operating Partnership, was admitted as the general partner of ARP OP.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Parent Merger, (i) each outstanding share of ARPI Common Stock was converted into the right to receive 1.135 Company Common Shares, and (ii) each outstanding share of ARPI Common Stock that was subject to vesting or forfeiture restrictions that did not lapse immediately prior to the effective time of the Parent Merger was converted into the right to receive 1.135 Company Common Shares that were subject to the same vesting and forfeiture conditions and other terms and conditions as were applicable to such shares immediately prior to the effective time of the Parent Merger, in each case with cash paid in lieu of fractional interests of Company Common Shares. Similarly, at the effective time of the Partnership Merger, which occurred immediately prior to the Parent Merger, (i) the general partner interests in ARP OP were transferred from ARP GP to ARPI; (ii) each outstanding limited partnership interest in ARP OP (the “ARP OP Units”) was converted into 1.135 Class A limited partnership units in the Operating Partnership (the “Company OP Units”), with cash paid in lieu of fractional interests of Company OP Units; (iii) each outstanding unvested LTIP unit of ARP OP (the “ARPI LTIP Units”) (a) that was subject to time-based vesting restrictions became fully vested, (b) that was subject to performance-based vesting and was granted on a date prior to January 1, 2015 became fully vested, and (c) that was subject to performance-based vesting and was granted on or after January 1, 2015 became vested based on actual performance up to the effective time of the Partnership Merger; (iv) each outstanding vested ARPI LTIP Unit was converted into 1.135 Company OP Units, with cash paid in lieu of fractional interests of Company OP Units; and (v) each outstanding unvested ARPI LTIP Unit that did not become vested immediately prior to the effective time of the Partnership Merger was immediately forfeited and void. The Company issued 36,542,884 Company Common Shares as consideration in the Parent Merger and the Operating Partnership issued approximately 1,370,626 Company OP Units as consideration in the Partnership Merger. Based on the closing price of the Company Common Shares on February 29, 2016 as reported on the New York Stock Exchange (the “NYSE”), the aggregate value of the merger consideration payable to former holders of ARPI Common Stock was approximately $511.6 million, and the aggregate value of Company OP Units, which are convertible into Company Common Shares, issued to former holders of ARP OP Units and ARPI LTIP Units was approximately $19.2 million.

A copy of the Merger Agreement has been previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 4, 2015 and is incorporated by reference herein. The foregoing description of the Mergers and the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Exchangeable Notes

As a result of the merger transactions contemplated by the Merger Agreement, on February 29, 2016, ARP OP became a wholly owned subsidiary of the Operating Partnership and the Company and Merger Sub entered into the Supplemental Indenture in respect of the Notes and assumed the obligations under the Indenture (as amended and supplemented by the Supplemental Indenture). Pursuant to the Supplemental Indenture, the Notes are fully and unconditionally guaranteed by Merger Sub.

On November 27, 2013, ARP OP issued $115,000,000 aggregate principal amount of Notes. The Notes are senior unsecured obligations of ARP OP and rank equally in right of payment with all other existing and future senior unsecured indebtedness of ARP OP. Interest is payable in arrears on May 15 and November 15 of each year, beginning May 15, 2014, until the maturity date of November 15, 2018.

The Notes bear interest at a rate of 3.25% per annum and contain an exchange settlement feature, which provides that the Notes may, under certain circumstances, be exchangeable for cash, Company Common Shares or a combination of cash and Company Common Shares, at the option of ARP OP, based on an initial exchange rate of 46.9423 Company Common Shares per $1,000 principal amount of Notes, subject to adjustment of the exchange rate under certain circumstances. The exchange rate of the Notes as of December 3, 2015 was 47.4697 Company Common Shares per $1,000 principal amount of Notes.

Prior to the close of business on the business day immediately preceding August 15, 2018, the Notes will be exchangeable at the option of the holders only under the following circumstances: (1) during any calendar quarter beginning after December 31, 2013 (and only during such quarter) if the closing sale price per Company Common Share is more than 130% of the then-current exchange price for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter; (2) during the five consecutive business-day period following any five consecutive trading-day period in which the trading price per $1,000 principal amount of Notes was less than 98% of the product of the closing sale price per Company Common Share multiplied by the then-current exchange rate; or (3) upon the occurrence of specified corporate transactions described in the Indenture. On or after August 15, 2018, the Notes will be exchangeable at any time prior to the close of business on the second business day immediately preceding the maturity date. Subject to its election to satisfy its exchange obligations entirely in Company Common Shares, upon exchange, ARP OP will pay or deliver, as the case may be, to exchanging holders in respect of each $1,000 principal amount of Notes being exchanged a settlement amount either solely in cash, solely in Company Common Shares or in a combination of cash and Company Common Shares.

In accordance with the terms of the Merger Agreement, the Company may not issue more than 19.99% of the Company Common Shares outstanding as of immediately prior to the closing of the Mergers in connection with the Mergers (including any exchange of the Notes pursuant to the Indenture, as amended and supplemented by the Supplemental Indenture) unless or until such time as the Company obtains shareholder approval to issues shares in excess of such amount in accordance with the listing standards of the NYSE. The Company has no duty, obligation or commitment to seek shareholder approval to issue Company Common Shares in excess of such amount. If any such exchange of the Notes would result in the issuance of more than such number of Company Common Shares and no shareholder approval has been obtained, such exchanges will be settled in cash (along with any other exchanges required to be settled in a similar fashion pursuant to the Indenture, as amended and supplemented by the Supplemental Indenture).

ARP OP may not redeem the Notes prior to their maturity date.

The holders of the Notes have the right to require ARP OP to repurchase the Notes, in whole or in part, in cash in the event of a designated event for a repurchase price equal to 100% of the principal amount of the Notes plus unpaid interest, if any, accrued to, but excluding, the repurchase date.

A “designated event” will be deemed to have occurred at the time that any of the following occurs:

· any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not applicable), other than Merger Sub, ARP OP or any other majority-owned subsidiary of Merger Sub, files a Schedule 13D or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Merger Sub’s common equity representing more than 50% of the voting power of Merger Sub’s common equity;

· the consummation of (x) any consolidation, merger or binding share exchange or reclassification or similar transaction between Merger Sub and another person (other than its subsidiaries), in each case pursuant to which Company Common Shares shall be converted into cash, securities or other property, other than a transaction (i) that results in the holders of all classes of Merger Sub’s common equity immediately prior to such transaction owning, directly or indirectly, as a result of such transaction, more than 50% of the surviving corporation or transferee or the parent thereof immediately after such event or (ii) effected solely to change Merger Sub’s jurisdiction of formation or to form a holding company for Merger Sub and that results in a share exchange or reclassification or similar exchange of the outstanding Company Common Shares solely into common shares of the surviving entity or (y) any sale or other disposition in one transaction or a series of transactions of all or substantially all of Merger Sub’s assets and its subsidiaries, on a consolidated basis, to another person (other than any of Merger Sub’s subsidiaries);

· the managers who either are members of Merger Sub’s board of managers (the “Board”) on February 29, 2016, or who become a member of the Board subsequent to that date and whose election, appointment or nomination for election by Merger Sub’s members is duly approved by a majority of the continuing members on the Board at the time of such approval, either by a specific vote or by approval of the proxy statement issued by Merger Sub on behalf of the entire Board in which such individual is named as nominee for manager cease to constitute at least a majority of the Board;

· Merger Sub’s members approve any plan or proposal for the liquidation or dissolution of Merger Sub (other than as described in the second bullet in this list);

· the Company Common Shares cease to be listed on the NYSE, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors); or

· Merger Sub (or any successor thereto permitted pursuant to the terms of the Indenture, as amended and supplemented by the Supplemental Indenture) ceases to be, either directly or indirectly through one or more of its subsidiaries, the general partner of ARP OP or ceases to control ARP OP;

provided, however, that in connection with a designated event of the type described in the first two bullet points above, if at least 90% of the consideration received by members consists of common equity interests that are listed on the NYSE or The NASDAQ Global Select or The NASDAQ Global Market and the Notes are exchangeable for such equity interests, no designated event will have occurred. Holders of Notes who exchange their Notes upon the occurrence of a designated event (or what would have been a designated event but for the exclusion set forth in clause (x)(i) in the second bullet point above) may be entitled to a make-whole premium in the form of an increase in the exchange rate.

Certain events are considered “Events of Default,” which may result in the accelerated maturity of the Notes, including:

· default in the payment of any interest on the Notes when such interest becomes due and payable, that continues for a period of 30 days;

· default in the payment of the principal of the Notes, or any repurchase price due with respect to the Notes, when due and payable;

· failure by ARP OP or Merger Sub to satisfy their obligations upon an exchange of Notes in accordance with the Supplemental Indenture;

· failure by ARP OP to provide timely notice in connection with a liquidation, dissolution or certain extraordinary distributions that permit the holders of the Notes to exchange them prior to August 15, 2018;

· failure to comply with obligations relating to a merger, consolidation or sale;

· failure to provide notice of a designated event pursuant to which the Notes will be subject to repurchase;

· default in the performance, or breach, of any of ARP OP’s or Merger Sub’s other covenants or warranties in the Indenture with respect to the Notes and continuance of such default or breach for a period of 60 days after written notice;

· default under any bond, debenture, note, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by Merger Sub, ARP OP or by any subsidiary the repayment of which Merger Sub or ARP OP have guaranteed or for which Merger Sub or ARP OP are directly responsible or liable as obligor or guarantor, having an aggregate principal amount outstanding of at least $10,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within the period specified in such instrument;

· a final judgment for the payment of $10,000,000 or more (excluding any amounts covered by insurance) rendered against ARP OP, Merger Sub or any of their respective subsidiaries, which judgment is not discharged or stayed within 60 days after (1) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (2) the date on which all rights to appeal have been extinguished; or

· certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee for Merger Sub, ARP OP or any of their respective significant subsidiaries (within the meaning of Regulation S-X promulgated under the Securities Act) or Merger Sub or ARP OP.

Securitization Facility

As a result of the merger transactions contemplated by the Merger Agreement, on February 29, 2016, the Company, through certain of its subsidiaries, assumed $342,241,000 (the “Loan”) of existing indebtedness under a loan agreement, dated as of August 26, 2014 (the “Loan Agreement”), between ARP 2014-1 Borrower, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of ARP OP (“Borrower”), and German American Capital Corporation, as lender (“Lender”). The Loan was entered into in connection with a securitization transaction completed by ARPI on August 26, 2014, which involved the issuance and sale in a private offering of six classes of single-family rental pass-through certificates that represent beneficial ownership interests in the Loan. Certain of the certificates were sold at a discount of $1,682,300 in the aggregate, resulting in gross proceeds from the offering of approximately $340,558,700.

Each class of pass-through certificate accrues interest at a rate based on one-month LIBOR plus a fixed-rate spread. The weighted average of the fixed-rate spreads is 2.00%. Taking into account the discount at which certain of the certificates were sold, and assuming the successful exercise of the three one-year extension options of the Loan Agreement and amortization of the discount over the resulting fully extended period, the effective weighted average of the fixed-rate spreads is 2.11%.

The Loan was deposited into a trust in exchange for the pass-through certificates. The pass-through certificates represent the entire beneficial interest in the trust and were sold in a private offering through the placement agents retained for the transaction. The certificates were offered and sold to qualified institutional buyers and non-U.S. persons pursuant to the exemptions from registration provided by Rule 144A and Regulation S, respectively, under the Securities Act of 1933, as amended.

The Loan is a two-year, floating rate loan, composed of six floating rate components, each of which is computed monthly based on one-month LIBOR plus a fixed component spread. Interest on the Loan is paid monthly. As part of certain lender requirements in connection with the securitization transaction, Borrower entered into an interest rate cap agreement for the initial two-year term of the Loan, with a LIBOR-based strike rate equal to 3.12%.

The Loan is secured by first priority mortgages on a portfolio of 2,876 single-family homes operated as rental properties (collectively, the “Properties”) owned by Borrower. The initial maturity date of the Loan is September 9, 2016 (the “Initial Maturity Date”). Borrower has the option to extend the Loan beyond the Initial Maturity Date for three successive one-year terms, provided that there is no event of default under the Loan Agreement on each maturity date, Borrower obtains a replacement interest rate cap agreement in a form reasonably acceptable to Lender and Borrower complies with the other terms set forth in the Loan Agreement. The Loan Agreement requires that Borrower comply with various affirmative and negative covenants that are customary for loans of this type, including limitations on indebtedness Borrower can incur, limitations on sales and dispositions of the Properties and various restrictions on the use of cash generated by the operations of the Properties while the Loan is outstanding.

This description of the Loan Agreement is not complete and is qualified in its entirety by reference to the Loan Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 8.01 Other Events.

On March 1, 2016, the Company and ARPI issued a joint press release announcing the closing of the Mergers. The full text of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The required financial statements for the transaction described in Item 2.01 above will be filed under cover of a Current Report on Form 8-K/A with the SEC as soon as practicable and no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The required pro forma financial information for the transaction described in Item 2.01 above will be filed in accordance with Article 11 of Regulation S-X under cover of a Current Report on Form 8-K/A as soon as practicable and no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.		Description

2.1		Agreement and Plan of Merger by and among American Homes 4 Rent, Sunrise Merger Sub, LLC, American Homes 4 Rent, L.P., OP Merger Sub, LLC, American Residential Properties, Inc., American Residential Properties OP, L.P. and American Residential GP, LLC, dated December 3, 2015 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed December 4, 2015)

4.1		Indenture, dated November 27, 2013, among American Residential OP, L.P., as issuer, American Residential Properties, Inc., as guarantor, and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to American Residential Properties, Inc.’s Current Report on Form 8-K filed November 27, 2013)

4.2		First Supplemental Indenture, dated February 29, 2016, among American Homes 4 Rent, ARPI REIT, LLC, American Residential Properties OP, L.P. and U.S. Bank National Association, as trustee

4.3		Form of Global Note representing American Residential Properties OP, L.P.’s 3.25% Exchangeable Senior Notes due 2018 (included in Exhibit 4.1)

10.1		Loan Agreement, dated as of August 26, 2014, between ARP 2014-1 Borrower, LLC, as Borrower, and German American Capital Corporation, as Lender (Incorporated by reference to Exhibit 10.1 to American Residential Properties, Inc.’s Current Report on Form 8-K filed August 27, 2014)

99.1		Joint Press Release dated March 1, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 4, 2016		AMERICAN HOMES 4 RENT

	By:	/s/ Stephanie Heim
		Stephanie Heim
		Senior Vice President - Counsel

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger by and among American Homes 4 Rent, Sunrise Merger Sub, LLC, American Homes 4 Rent, L.P., OP Merger Sub, LLC, American Residential Properties, Inc., American Residential Properties OP, L.P. and American Residential GP, LLC, dated December 3, 2015 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed December 4, 2015)

4.1		Indenture, dated November 27, 2013, among American Residential OP, L.P., as issuer, American Residential Properties, Inc., as guarantor, and U.S. Bank National Association, as trustee (Incorporated by Reference to Exhibit 4.1 to American Residential Properties, Inc.’s Current Report on Form 8-K filed November 27, 2013)

4.2		First Supplemental Indenture, dated February 29, 2016, among American Homes 4 Rent, ARPI REIT, LLC, American Residential Properties OP, L.P. and U.S. Bank National Association, as trustee

4.3		Form of Global Note representing American Residential Properties OP, L.P.’s 3.25% Exchangeable Senior Notes due 2018 (included in Exhibit 4.1)

10.1		Loan Agreement, dated as of August 26, 2014, between ARP 2014-1 Borrower, LLC, as Borrower, and German American Capital Corporation, as Lender (Incorporated by reference to Exhibit 10.1 to American Residential Properties, Inc.’s Current Report on Form 8-K filed August 27, 2014)

99.1		Joint Press Release dated March 1, 2016

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “ First Supplemental Indenture ”), dated as of February 29, 2016, among American Residential Properties OP, L.P., a Delaware limited partnership (the “ Issuer ”), American Homes 4 Rent, a Maryland real estate investment trust (“ AMH ”), ARPI REIT, LLC (f/k/a Sunrise Merger Sub, LLC), a Delaware limited liability company and a wholly owned subsidiary of AMH (the “ New Parent Guarantor ”), and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to below (the “ Trustee ”).

W I T N E S S E T H :

WHEREAS, the Issuer, American Residential Properties, Inc., a Maryland corporation (the “ Parent Guarantor ”) and the Trustee are parties to an Indenture, dated as of November 27, 2013 (the “ Indenture ”), pursuant to which the Issuer issued its 3.25% Exchangeable Senior Notes due 2018 (the “ Notes ”);

WHEREAS, the Parent Guarantor entered into an Agreement and Plan of Merger, dated as of December 3, 2015, by and among the Parent Guarantor, the Issuer, American Residential GP, LLC, a Delaware limited liability company and general partner of the Issuer, AMH, the New Parent Guarantor, OP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of American Homes 4 Rent, L.P., a Delaware limited partnership (“ AMH OP ”), which is a wholly owned subsidiary of AMH and the sole member of New ARP GP, LLC, a Delaware limited liability company (“ New ARP GP ”), and AMH OP (the “ Merger Agreement ”);

WHEREAS, pursuant to the Merger Agreement and subject to the terms and conditions therein, at the Parent Merger Effective Time (as defined in the Merger Agreement) the Parent Guarantor merged with and into the New Parent Guarantor (the “ Merger ”), with the New Parent Guarantor continuing as the surviving entity of the Merger and successor to the Parent Guarantor;

WHEREAS, pursuant to the Merger Agreement and subject to the terms and conditions therein, at the Parent Merger Effective Time, each share of common stock, $0.01 par value per share, of the Parent Guarantor (the “ ARPI Common Stock ”) issued and outstanding immediately prior to the Parent Merger Effective Time was converted into the right to receive 1.135 Class A common shares of beneficial interest, $0.01 par value per share, of AMH (the “ AMH Common Shares ”);

WHEREAS, Section 13.05(a) of the Indenture provides, among other things, that upon the occurrence of any consolidation, merger or combination involving the Parent Guarantor with another Person, as a result of which holders of ARPI Common Stock shall be entitled to receive cash, securities or other property or assets (including cash or any combination of the foregoing) in exchange for such ARPI Common Stock) (any such event, a “ Merger Event ”), then, at the effective time of such Merger Event, the successor Person shall execute with the Trustee a supplemental indenture providing that the Notes shall be exchangeable for the Reference Property (as defined in the Indenture) by a holder of a number of shares of ARPI Common Stock issuable upon exchange for such Notes immediately prior to such Merger Event;

WHEREAS, Section 13.05(a) of the Indenture further provides, among other things, that, at and after the effective time of such Merger Event, (A) the Issuer shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, as set forth in Section 13.02 of the Indenture and (B)(1) any amount payable in cash upon exchange of the Notes as set forth in Section 13.02 of the Indenture will continue to be payable in cash, (2) any shares of ARPI Common Stock that the Issuer would have been required to deliver upon exchange of the Notes as set forth in Section 13.02 of the Indenture will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of ARPI Common Stock would have received in such transaction and (3) VWAP will be calculated based on the value of the amount and kind of Reference Property that a holder of one share of ARPI Common Stock would have received in such transaction;

WHEREAS, Section 13.05(a) of the Indenture further provides, among other things, that such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Article 13 of the Indenture;

WHEREAS, Section 13.05(a) of the Indenture further provides, among other things, that, if, in the case of such Merger Event, the Reference Property receivable thereupon by a holder of ARPI Common Stock includes shares of stock, securities or other property or assets (including cash or any combination of the foregoing) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing;

WHEREAS, Section 10.03 of the Indenture provides, among other things, that nothing contained in the Indenture or in the Notes shall prevent any merger of the Parent Guarantor with or into any other Person (whether or not affiliated with the Parent Guarantor); provided, however, that:

(a) the successor entity (if other than the Parent Guarantor) resulting from any merger shall be organized and validly existing under the laws of the United States of America or any State thereof and shall expressly assume the obligations of the Parent Guarantor under the Guarantee and the due and punctual performance and observance of all of the covenants and conditions in the Indenture;

(b) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and

(c) the successor Person shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such merger and such supplemental indenture comply with Article 10 of the Indenture and that all conditions precedent provided for in the Indenture relating to such transaction have been complied with;

WHEREAS, Section 10.04 of the Indenture provides, among other things, that upon any merger of the Parent Guarantor into any other Person, the successor Person into which the Parent Guarantor is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under the Indenture with the same effect as if such successor Person had been named as the Parent Guarantor therein, and thereafter the predecessor Person shall be released from all obligations and covenants under the Indenture;

WHEREAS, Section 10.04 of the Indenture further provides, among other things, that in case of any such merger, such changes in phraseology and form (but not in substance) may be made in the Guarantee thereafter to be issued as may be appropriate;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuer, the Parent Guarantor and the Trustee may enter into indentures supplemental without the consent of any Holder of the Notes to, among other things, (i) evidence a successor to the Parent Guarantor as guarantor under the Indenture or (ii) amend or supplement any provisions of the Indenture, provided that no amendment or supplement shall adversely affect the interests of the Holders of any Notes outstanding;

WHEREAS, Section 9.05 of the Indenture provides that, prior to entering into any supplemental indenture pursuant to Article 9 of the Indenture, the Trustee shall be provided with an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of Article 9 of the Indenture and is otherwise authorized or permitted by the Indenture;

WHEREAS, in connection with the execution and delivery of this First Supplemental Indenture, the Trustee has received an Officers’ Certificate and an Opinion of Counsel as contemplated by Sections 9.05 and 10.03(c) of the Indenture; and

WHEREAS, the Issuer, the New Parent Guarantor and AMH have requested that the Trustee execute and deliver this First Supplemental Indenture and have satisfied all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Parent Guarantor, AMH and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions . A term defined in the Indenture has the same meaning when used in this First Supplemental Indenture unless such term is otherwise defined herein or amended or supplemented pursuant to this First Supplemental Indenture. The words “ herein ,” “ hereof ,” “ hereunder ” and words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. “ Reference Property ” means AMH Common Shares.

ARTICLE 2

EFFECT OF MERGER

Section 2.01. Exchange Right . The Issuer, the New Parent Guarantor and AMH expressly agree that, in accordance with Section 13.05(a) of the Indenture, at and after the Parent Merger Effective Time, Notes shall be exchangeable, subject to the terms of Sections 13.01 and 13.02 of the Indenture, for the kind and amount of Reference Property receivable upon the Parent Merger Effective Time by a holder of a number of shares of ARPI Common Stock issuable upon exchange for such Notes immediately prior to the Parent Merger Effective Time. At and after the Parent Merger Effective Time, (A) the Issuer shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, as set forth in Section 13.02 of the Indenture and (B)(1) any amount payable in cash upon exchange of the Notes as set forth in Section 13.02 of the Indenture will continue to be payable in cash, (2) any shares of ARPI Common Stock that the Issuer would have been required to deliver upon exchange of the notes as set forth in Section 13.02 will instead be deliverable in Reference Property and (3) VWAP will be calculated based on Reference Property. As and to the extent required by Section 13.05(a) of the Indenture, the Exchange Rate (as defined in the First Supplemental Indenture) shall be adjusted as a result of events occurring subsequent to the date hereof with respect to the Reference Property as nearly equivalent as may be practicable to the adjustments provided for in Article 13 of the Indenture, with respect to the Common Stock. Any reference in the Indenture to an amount, number or price of shares of Common Stock shall be adjusted to give effect to the Merger and the change of the right of the Holders to convert the Notes into shares of Common Stock into a right to convert the Notes into Reference Property. The provisions of the Indenture, as modified herein, shall continue to apply, mutatis mutandis , to the Notes.

Section 2.02. References . At and after the Parent Merger Effective Time, subject to the provisions of Section 2.01 hereof, (a) all references in the Indenture to the Common Stock shall be deemed changed to refer to AMH Common Shares and (b) all references in the Indenture to the General Partner shall be deemed changed to refer to the New Parent Guarantor.

Section 2.03. Definitions. The following definitions in Section 1.01 of the Indenture are hereby amended and restated as follows:

“ Board of Directors ” means the board of directors (or similar governing body) of the General Partner or a committee of that board (or governing body) duly authorized to act under the Indenture; provided that in the definition of “Continuing Directors” and in Article 13 of the Indenture, Board of Directors shall refer to the board of managers (or similar governing body) of the New Parent Guarantor.

“ Charter ” means the organizational documents of the Guarantor, as amended from time to time;

ARTICLE 3

ASSUMPTION OF GUARANTEE

Section 3.01. Guarantee . The New Parent Guarantor hereby, upon the Parent Merger Effective Time, (a) assumes the obligations of the Parent Guarantor under the Guarantee and the due and punctual performance and observance of all of the covenants and conditions of the Parent Guarantor under the Indenture and (b) succeeds to, and is substituted for, and may exercise every right and power of, the Parent Guarantor as Guarantor under the Indenture with the same effect as if the New Parent Guarantor had been named in the Indenture as Guarantor. The Parent Guarantor is hereby released from all obligations and covenants under the Indenture at and after the Parent Merger Effective Time.

Section 3.02. Execution and Delivery . On the date hereof, the New Parent Guarantor has executed and delivered the Guarantee, in the form attached hereto as Exhibit A , to evidence the obligations assumed by the New Parent Guarantor set forth in Section 3.01 hereof.

ARTICLE 4

MISCELLANEOUS

Section 4.01. Ratification of Indenture . The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 4.02. Governing Law . This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 4.03. Counterparts . This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Execution by PDF or other electronic signature shall be as effective as a manual signature hereof.

Section 4.04. Concerning the Trustee. The Trustee assumes no duties, responsibilities, or liabilities by reason of this First Supplemental Indenture other than as

set forth in the Indenture. The Trustee shall not be responsible in any manner whatsoever for or in respect of (a) the validity or sufficiency of this First Supplemental Indenture, (b) the correctness of any of the provisions contained herein or (c) the recitals contained herein, all of which recitals are made solely by the Issuer, AMH and the New Parent Guarantor. In addition, and without limiting the foregoing, the Trustee is not charged with knowledge of the Merger Agreement or any terms thereof.

Section 4.05. Supplemental Indenture Controls. In the event of a conflict or inconsistency between the Indenture and this First Supplemental Indenture, the provisions of this First Supplemental Indenture shall control.

Section 4.06. Representations and Warranties . Issuer, AMH and the New Parent Guarantor each represent that (a) it has all necessary power and authority to execute and deliver this First Supplemental Indenture and to perform its obligations under the Indenture, (b) it is organized and validly existing under the laws of the State of Delaware or the State of Maryland, as applicable, (c) both before and immediately after giving effect to both the Merger and this First Supplemental Indenture, no Default or Event of Default has or will have occurred or be continuing, (d) this First Supplemental Indenture is executed and delivered pursuant to Section 9.01 of the Indenture and does not require the consent of Holders and (e) the Board of Directors reasonably considers the foregoing amendments and other additional provisions necessary in order to protect the interests of the Holders.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first written above.


	American Residential Properties OP, L.P.
	By: American Residential GP, LLC, its general partner

	By:	/s/ Stephen G. Schmitz
		Name: Stephen G. Schmitz
		Title: Chief Executive Officer


	American Homes 4 Rent

	By:	/s/ David P. Singelyn
		Name: David P. Singelyn
		Title: Chief Executive Officer


	ARPI REIT, LLC (f/k/a Sunrise Merger Sub, LLC)

	By:	/s/ David P. Singelyn
		Name: David P. Singelyn
		Title: Chief Executive Officer


	U.S. BANK NATIONAL ASSOCIATION, as Trustee

	By:	/s/ Mary Ambriz-Reyes
		Name: Mary Ambriz-Reyes
		Title: Vice President

Exhibit A

Form of Guarantee

ARPI REIT, LLC (f/k/a Sunrise Merger Sub, LLC), a Delaware limited liability company (hereinafter referred to as the “ Guarantor ,” which term includes any successors or assigns under the Indenture, dated November 27, 2013, among American Residential Properties, Inc., the Issuer (defined below) and U.S. Bank National Association, as Trustee, as supplemented by the First Supplemental Indenture, dated February 29, 2016, among the Guarantor, American Homes 4 Rent, a Maryland real estate investment trust, and the Issuer (the “ Indenture ”)), hereby irrevocably and unconditionally guarantees on a senior basis on the terms set forth in the Indenture the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (i) the due and punctual payment of the principal of and Interest, on the 3.25% Exchangeable Senior Notes due 2018 (the “ Notes ”) of American Residential Properties OP, L.P., a Delaware limited partnership (the “ Issuer ,” which term includes any successors thereto under the Indenture), whether at maturity, by acceleration, upon a repurchase or otherwise, the due and punctual payment of Interest on the overdue principal and (to the extent permitted by law) Interest on any overdue Interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, upon a repurchase or otherwise.

The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee.

The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever.

No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity) as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.

This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or

assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collection.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to ensure that it does not constitute a fraudulent conveyance under applicable law.

THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

The Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly executed.

Dated:	ARPI REIT, LLC, as the Guarantor

	By:
		Name:
		Title:

Exhibit 99.1

News Release

AMERICAN HOMES 4 RENT AND AMERICAN RESIDENTIAL PROPERTIES, INC. COMPLETE THEIR MERGER, ENHANCING THE SIZE OF THE LARGEST PUBLICLY TRADED SINGLE-FAMILY RENTAL COMPANY

- Combined Real Estate Cost Basis of Approximately $8 Billion at Closing -

- Expected to Achieve Corporate and Operating Synergies -

- Expected to be Accretive to AMH Core FFO per Share -

AGOURA HILLS, Calif. and SCOTTSDALE, Ariz., Mar. 1, 2016 — American Homes 4 Rent (NYSE: AMH) and American Residential Properties, Inc. (NYSE: ARPI) announced today the completion of the previously announced merger of the two companies at a total transaction value of approximately $1.3 billion. In the merger, American Homes 4 Rent issued approximately 38 million common shares and limited partnership units and assumed or repaid a total of approximately $0.8 billion of American Residential Properties’ debt. The stockholders of American Residential Properties approved the merger at a meeting held on February 26, 2016.

“We are delighted to announce the completion of our merger with American Residential Properties, further establishing American Homes 4 Rent as the largest publicly traded owner and operator of single-family rental homes,” stated David Singelyn, American Homes 4 Rent’s Chief Executive Officer. “American Residential Properties owned a high-quality portfolio of homes that fit strategically in our markets, offering significant opportunities to capture further operating efficiencies on the combined platform. Moving ahead, we look forward to the rapid integration of the two platforms and 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.”

In the merger, each share of American Residential Properties’ common stock and each limited partnership unit in its operating partnership was exchanged for 1.135 common shares or limited partnership units of American Homes 4 Rent. American Residential Properties’ stock and unit holders now own approximately 12.7% of the outstanding common shares and units of American Homes 4 Rent.

American Homes 4 Rent will retain its corporate headquarters in Agoura Hills, California.

The American Homes 4 Rent common shares will continue to trade under the ticker symbol “AMH.” The American Residential Properties common stock no longer trades on the New York Stock Exchange.

The merger enhances the size of the largest publicly traded single-family rental company. American Homes 4 Rent now owns more than 47,000 homes in 22 states with at least 1,000 homes in each of 17 markets across the country, representing approximately 81% of the homes in all markets, and at least 2,000 homes in each of 8 markets. American Homes 4 Rent has a total market capitalization of approximately $8 billion (based on American Homes 4 Rent’s closing price on February 29, 2016) and an aggregate real estate cost basis of approximately $8 billion. Given the geographic overlap of American Homes 4 Rent’s and American Residential Properties’ portfolios, operational synergies are expected to be achieved by reducing duplicate expenses for executive and supervisory property management personnel, management information systems and other general and administrative functions. In addition, the fixed costs of the American Homes 4 Rent operating platform will support the larger combined portfolio, so the merger is expected to be accretive to American Homes 4 Rent’s Core FFO per share.

Some of the homes to be acquired in the merger do not meet the criteria of American Homes 4 Rent, which AMH intends to sell as soon as practicable after the merger. Due to the timing of the closing of the merger on February 29, 2016, the merger will be reflected in American Homes 4 Rent’s financial reporting for the three months ending March 31, 2016.

In connection with the merger, Barclays served as lead financial advisor to American Residential Properties with Raymond James also serving as financial advisor, and Hunton & Williams LLP served as legal counsel. Hogan Lovells US LLP served as legal counsel to American Homes 4 Rent.

Webcast and Conference Call Information

American Homes 4 Rent management will host a conference call on March 8, 2016 at 11:00 a.m. Eastern Time to provide additional detailed information regarding the benefits of the completed merger transaction. 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 link at www.americanhomes4rent.com , under “For Investors.” A replay of the conference call may be accessed through March 22, 2016, by calling (877) 870-5176 (U.S. and Canada) or (858) 384-5517 (international), and entering the replay passcode number 13631385.

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 is 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 February 29, 2016, American Homes 4 Rent owned approximately 47,910 single-family properties, including the homes acquired as part of the merger with American Residential Properties, Inc., in selected submarkets in 22 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 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, failure to plan and manage the merger effectively and efficiently; the possibility that the anticipated benefits from the merger may not be realized or may take longer than anticipated; unexpected costs or unexpected liabilities that may arise from the merger; the outcome of any legal proceedings that have been or may be instituted against American Homes 4 Rent or others relating to the merger; 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 properties for rental purposes. Although American Homes 4 Rent believes 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 press release 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 any other person that the results or conditions described in such statements or the objectives and plans of American Homes 4 Rent 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 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 February 26, 2016. Any forward-looking statement speaks only as of the date of this press release and American Homes 4 Rent does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

Contact for American Homes 4 Rent

American Homes 4 Rent

Investor Relations

Phone: (855) 794-2447

Email: investors@ah4r.com