POS EX

As filed with the Securities and Exchange Commission on October 25, 2013

Registration No. 333-191015

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

Post-Effective Amendment No. 1

to

FORM S-11

FOR REGISTRATION UNDER

THE SECURITIES ACT OF 1933 OF SECURITIES

OF CERTAIN REAL ESTATE COMPANIES

 

 

AMERICAN HOMES 4 RENT

(Exact name of registrant as specified in governing instruments)

 

 

30601 Agoura Road, Suite 200

Agoura Hills, California 91301

(805) 413-5300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Sara H. Vogt-Lowell

Senior Vice President and Chief Legal Officer

American Homes 4 Rent

30601 Agoura Road, Suite 200

Agoura Hills, California 91301

(805) 413-5300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

James E. Showen

G. Allen Hicks

Hogan Lovells US LLP

555 Thirteenth Street N.W.

Washington, D.C. 20004

Phone: (202) 637-5600

Facsimile: (202) 637-5910

 

William J. Cernius

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, California 92626

Phone: (714) 540-1235

Facsimile: (714) 755-8290

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x  333-191015

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large accelerated filer   ¨    Accelerated filer    ¨
Non-accelerated filer   x  (do not check if a smaller reporting company)    Smaller reporting company    ¨

 

 

 


Explanatory Note

This Post-Effective Amendment No. 1 (the “Amendment”) relates to the registrant’s Registration Statement on Form S-11, as amended (File No. 333-191015), initially filed on September 5, 2013 and declared effective by the Securities and Exchange Commission on October 18, 2013. The registrant is filing this Amendment for the sole purpose of replacing Exhibits 3.3, 4.1, 5.1 and 10.6 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 36(b) of Part II as set forth below.


Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 36. Financial Statements and Exhibits.

 

(b) Exhibits. The following exhibits are filed as part of this registration statement on Form S-11:

 

Exhibit
Number

  

Exhibit Document

  3.3    Articles Supplementary for American Homes 4 Rent 5.000% Series A Participating Preferred Shares
  4.1    Specimen 5.000% Series A Participating Preferred Share Certificate of American Homes 4 Rent
  5.1    Opinion of Hogan Lovells US LLP regarding the validity of the securities being registered
10.6    Fifth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P.
24.1    Power of Attorney (included on the signature page to this registration statement (SEC File No. 333-191015) filed September 5, 2013)

 

II-1


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Agoura Hills, state of California on October 25, 2013.

 

AMERICAN HOMES 4 RENT

By:

 

/s/ David P. Singelyn

  David P. Singelyn
  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

By:  

/s/ David P. Singelyn

  Date: October 25, 2013
 

David P. Singelyn

Chief Executive Officer and Trustee

(Principal Executive Officer)

 
By:  

/s/ Peter J. Nelson

  Date: October 25, 2013
 

Peter J. Nelson

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

 
By:  

*

  Date: October 25, 2013
 

B. Wayne Hughes

(Non-Executive Chairman)

 
By:  

/s/ John Corrigan

  Date: October 25, 2013
 

John Corrigan

Chief Operating Officer and Trustee

(Trustee)

 
By:  

*

  Date: October 25, 2013
 

Dann V. Angeloff

(Trustee)

 
By:  

*

  Date: October 25, 2013
 

Matthew J. Hart

(Trustee)

 
By:  

*

  Date: October 25, 2013
 

James H. Kropp

(Trustee)

 
By:  

*

  Date: October 25, 2013
 

Lynn Swann

(Trustee)

 

 

II-2


By:  

*

  Date: October 25, 2013
 

Kenneth Woolley

(Trustee)

 
By:  

/s/ David P. Singelyn

 
 

Attorney-in-fact

 

 

II-3


Exhibit Index

 

Exhibit

Number

  

Exhibit Document

  3.3    Articles Supplementary for American Homes 4 Rent 5.000% Series A Participating Preferred Shares
  4.1    Specimen 5.000% Series A Participating Preferred Share Certificate of American Homes 4 Rent
  5.1    Opinion of Hogan Lovells US LLP regarding the validity of the securities being registered
10.6    Fifth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P.
24.1    Power of Attorney (included on the signature page to this registration statement (SEC File No. 333-191015) filed September 5, 2013)