AvalonBay Communities Commences Common Stock Offering

  AvalonBay Communities Commences Common Stock Offering

Business Wire

ARLINGTON, Va. -- November 26, 2012

AvalonBay Communities, Inc. (NYSE: AVB) announced today that it has commenced
an underwritten public offering of 14,500,000 shares of its common stock. The
Company expects to grant the underwriters a 30-day option to purchase up to
2,175,000 additional shares of common stock.

The Company expects to use the net proceeds from the offering to repay a
portion of the debt that the Company will assume in connection with its
previously announced pending acquisition of certain assets of Archstone
Enterprise LP from Lehman Brothers Holdings Inc. (the “Archstone
Acquisition”), to fund the cash consideration due in connection with the
Archstone Acquisition, and to fund the fees, costs and expenses related
thereto. If the Archstone Acquisition does not occur, the Company intends to
use the net proceeds from the offering for general corporate purposes.

The offering is being made pursuant to an automatic shelf registration
statement that became effective upon filing with the Securities and Exchange
Commission on February 27, 2012. Goldman, Sachs & Co. is acting as lead
book-running manager for the offering. A copy of the preliminary prospectus
supplement and prospectus relating to these securities may be obtained by
contacting Goldman, Sachs & Co., 200 West Street, New York, New York 10282,
Attn: Prospectus Department or by calling toll-free 1-866-471-2526.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of the common stock 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. Any offer or sale will be made only by means of a prospectus, a
related preliminary prospectus supplement and, to the extent applicable, a
free writing prospectus which has or will be filed with the Securities and
Exchange Commission.

About AvalonBay Communities

AvalonBay Communities, Inc. is a real estate investment trust (a “REIT”)
focused on developing, redeveloping, acquiring and managing high-quality
apartment communities in high barrier-to-entry markets of the United States.
These markets are in the Northeast, Mid-Atlantic, Pacific Northwest, Northern
California and Southern California. As of September 30, 2012, the Company
owned or held a direct or indirect ownership interest in 205 apartment
communities containing 60,101 apartment homes in nine states and the District
of Columbia of which 22 communities were under construction and seven
communities were under reconstruction.

Forward-Looking Statements

This 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, with respect to the financial
condition, results of operations and businesses of the Company and the
Archstone Acquisition. These forward-looking statements, which can be
identified by the use of words such as “expects,” “plans,” “estimates,”
“anticipates,” “projects,” “intends,” “believes,” outlook” and similar
expressions that do not relate to historical matters, are based on current
expectations, forecasts and assumptions which may not be realized and involve
risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated, that could cause actual outcomes
and results, financial and otherwise, to differ materially, including
statements related to the closing of the Archstone Acquisition and the size
and intended use of proceeds of the offering. Risks and other factors related
to the Company that might cause such differences include, among others, the
following: we may abandon development or redevelopment opportunities for which
we have already incurred costs; adverse capital market conditions may affect
our access to various sources of capital and/or cost of capital, which may
affect our business activities, earnings and common stock price, among other
things; changes in local employment conditions, demand for apartment homes,
supply of competitive housing products, and other economic conditions may
result in lower than expected occupancy and/or rental rates and adversely
affect the profitability of our communities; delays in completing development,
redevelopment and/or lease-up may result in increased financing and
construction costs and may delay and/or reduce the profitability of a
community; debt and/or equity financing for development, redevelopment or
acquisitions of communities may not be available or may not be available on
favorable terms; we may be unable to obtain, or experience delays in
obtaining, necessary governmental permits and authorizations; and increases in
costs of materials, labor or other expenses may result in communities that we
develop or redevelop failing to achieve expected profitability. Any
forward-looking statements or forecasts relating to the business, prospects,
operating statistics or financial results relating to the Archstone
Acquisition are based on assumptions and are inherently speculative, are
subject to substantial uncertainty, and the actual operating statistics and
financial results may differ materially from the Company’s forecasts. Risks
and other factors related to the Archstone Acquisition that might cause such
differences include, among other things the following: the Archstone
Acquisition may not close at the time or on the terms currently expected;
assumptions concerning the availability and/or terms of financing, including
among other things obtaining lender consents to the assumption of
indebtedness, related to the Archstone Acquisition may not be realized; we may
not be able to integrate the assets and operations acquired in the Archstone
Acquisition in a manner consistent with our assumptions and/or we may fail to
achieve expected efficiencies and synergies; we may encounter liabilities for
which we are responsible that were unknown at the time we agreed to the
Archstone Acquisition; our assumptions concerning risks relating to our lack
of control of joint ventures and our ability to successfully dispose of
certain assets may not be realized. In addition, the Company’s forecasts are
subject to a variety of additional factors and risks, including the risks set
forth under “Risk Factors” in the Company’s Form 10-K, the Company’s
preliminary prospectus supplement filed in connection with the financing of
the Archstone Acquisition, and in the Company’s other periodic and Form 8-K
filings with the Securities and Exchange Commission. The Company undertakes no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or the occurrence of unanticipated
events except as required by applicable law.

       Copyright © 2012 AvalonBay Communities, Inc. All Rights Reserved


AvalonBay Communities, Inc.
Thomas J. Sargeant
Chief Financial Officer
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