American Residential Properties, Inc. Announces Notice Date for Security Holders to be Named in Resale Shelf Registration Statement Relating to November 2013 Exchangeable Notes Offering
SCOTTSDALE, Ariz., July 7, 2014 /PRNewswire/ -- American Residential Properties, Inc. (NYSE: ARPI) (the "Company") announced today that it filed a shelf registration statement on Form S-3 (File No. 333-197211) with the U.S. Securities and Exchange Commission (the "SEC") on July 2, 2014 relating to resales of shares of the Company's common stock issuable upon exchange of the 3.25% Exchangeable Senior Notes due 2018 (the "Notes") of American Residential Properties OP, L.P., the Company's operating partnership (the "Operating Partnership"). The registration statement is subject to review by the SEC, and the Company is awaiting a determination regarding whether the SEC will undertake such a review. Subject to any SEC review of the registration statement, the Company will seek to have the registration statement declared effective by the SEC on July 29, 2014, pursuant to the terms of the registration rights agreement, dated November 27, 2013, by and among the Company, the Operating Partnership and Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of the Notes.
When effective, the registration statement will allow electing holders of the Notes to effect resales of shares of the Company's common stock issuable upon exchange of their Notes (the "Exchange Shares") under one or more related prospectus supplements the Company plans to file upon or after the effectiveness of the registration statement. The Notes were offered and sold in November 2013 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The registration statement does not register the Notes, which may not be offered, sold or otherwise transferred except under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or pursuant to an effective registration statement.
The Company will receive no proceeds from issuance of any of the Exchange Shares to the selling stockholders or from any sale of the Exchange Shares by the selling stockholders.
Holders of the Notes who desire to be named as selling stockholders of the Exchange Shares in the registration statement at the time it is declared effective by the SEC are required to deliver a completed notice and questionnaire, substantially in the form attached as Annex A to the offering memorandum for the Notes, dated November 21, 2013, to be received by the Company not later than July 15, 2014. The notice and questionnaire should be sent to:
American Residential Properties, Inc.
7047 East Greenway Parkway, Suite 350
Scottsdale, AZ 85254
Attention: General Counsel
The registration statement has not yet been declared effective by the SEC. Accordingly, the securities covered by the registration statement may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or the Exchange Shares, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About American Residential Properties, Inc.
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. The Company'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. With a vertically integrated real estate acquisition and management platform incorporating disciplined acquisition criteria, extensive research, seasoned personnel and comprehensive operations, the Company is well-positioned to execute its strategy.
Additional information about American Residential Properties, Inc. can be found on the Company's website at www.amresprop.com.
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "seek," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," "forecast," "continue," "plan" or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. An example of a forward-looking statement relates to the Company's intent to have the registration statement declared effective by a certain date. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company's control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the single-family rental industry and other factors as are described in greater detail in the Company's filings with the Securities and Exchange Commission. All information in this press release is current as of the date of this release. The Company undertakes no obligation to update the statements in this release to conform the statements to actual results or changes in the Company's expectations.
SOURCE American Residential Properties, Inc.