AvalonBay Communities Prices $250 Million Unsecured Notes Offering

  AvalonBay Communities Prices $250 Million Unsecured Notes Offering

Business Wire

ARLINGTON, Va. -- December 06, 2012

AvalonBay Communities, Inc. (NYSE: AVB) announced today that it priced a $250
million offering of unsecured notes with a maturity of 2023 under its existing
shelf registration statement. Details of the transaction are set forth in the
table below:

                          Principal   Maturity    Issue     Coupon   Yield to
                          Amount      Date        Price     Rate     Investors
2.85% Medium-Term         $250        March 15,   99.22%    2.85%    2.939%
Notes                     Million     2023
due March 15, 2023

Interest on the notes will be paid semi-annually on March 15 and September 15,
with the first payment to be made on March 15, 2013, with interest from the
settlement date. Settlement is scheduled for December 14, 2012.

The Company expects to use the net proceeds from the offering of approximately
$246,425,000 million net of underwriting fees and estimated expenses for
general corporate purposes, which may include the repayment of a portion of
the debt that the Company expects to assume in connection with its previously
announced pending acquisition of certain assets of Archstone Enterprise LP
(the “Archstone Acquisition”), or to repay a portion of its current
outstanding secured indebtedness.

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., Barclays, BofA Merrill
Lynch, Deutsche Bank Securities, J.P. Morgan, UBS Investment Bank and Wells
Fargo Securities acted as joint book-running managers for the offering. BNY
Mellon Capital Markets, LLC, PNC Capital Markets LLC and SunTrust Robinson
Humphrey acted as co-managers for the offering. A prospectus supplement and
related prospectus will be filed with the Securities and Exchange Commission.
The prospectus supplement and accompanying base prospectus relating to the
offering may be obtained by contacting: Goldman, Sachs & Co., Attn: Prospectus
Department, 200 West Street, New York, New York 10282, telephone: (866)
471-2526; Barclays Capital Inc., Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, telephone: (888) 603-5847; BofA
Merrill Lynch, 222 Broadway, New York, New York 10038, Attn: Prospectus
Department (email: dg.prospectus@baml.com); Deutsche Bank Securities Inc.,
Attn: Prospectus Group, 60 Wall Street, New York, New York 10005, telephone:
(800) 503-4611 (email: prospectus.CPDG@db.com); J.P. Morgan Securities LLC,
383 Madison Avenue, New York, New York, 10179, Attention: High Grade Syndicate
Desk, 3rd Floor, telephone collect at 1-212-834-4533; UBS Investment Bank,
Attn: Prospectus Department, 299 Park Avenue, New York, New York 10171,
telephone: (888) 827-7275; or Wells Fargo Securities, LLC, Attn: Equity
Syndicate Department, 375 Park Avenue, New York, NY 10152, telephone: (800)

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 Notes 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 pricing
supplement and the related prospectus supplement and prospectus, 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
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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