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		¨

 

 

 

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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.

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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

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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.

 

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

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By:		*		Date: October 25, 2013
		Kenneth Woolley (Trustee)
By:		/s/ David P. Singelyn
		Attorney-in-fact

 

II-3

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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)