Supplemental Confirmation to Master Forward Sale Agreement between AvalonBay Communities, Inc. and Morgan Stanley & Co. LLC (April 2022)

Contract Categories: Business Finance › Purchase Agreements
Summary

AvalonBay Communities, Inc. and Morgan Stanley & Co. LLC entered into a supplemental agreement confirming the terms of a forward sale transaction for 1,000,000 shares. The agreement, effective April 11, 2022, and maturing December 31, 2023, sets a spread of 0.75%, a threshold price of $61.83 per share, and specifies stock loan rates. This document supplements a prior master confirmation and is binding upon both parties as of the trade date.

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EX-1.3 4 tm2212386d1_ex1-3.htm EXHIBIT 1.3

 

EXHIBIT 1.3

 

SUPPLEMENTAL CONFIRMATION

 

 

To: AvalonBay Communities, Inc.
From: Morgan Stanley & Co. LLC
Re: Issuer Share Forward Sale Transaction
Date: April 6, 2022

 

Dear Sir(s):

 

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and AvalonBay Communities, Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below.

 

1.            This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of April 6, 2022 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

 

2.            The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

 

Trade Date: April 6, 2022
Effective Date: April 11, 2022
Maturity Date: December 31, 2023
Number of Shares: 1,000,000
Spread: 0.75%
Threshold Price: USD 61.83
Initial Stock Loan Rate: 25 basis points per annum
Maximum Stock Loan Rate: 200 basis points per annum

 

   

 

 

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Supplemental Confirmation.

 

  Yours faithfully,
   
  MORGAN STANLEY & CO. LLC
   
  By: /s/ Scott Pecullan  
    Name: Scott Pecullan
    Title: Managing Director

 

Agreed and accepted by:  
   
AVALONBAY COMMUNITIES, INC.  
   
By: /s/ Joanne M. Lockridge  
  Name: Joanne M. Lockridge  
  Title: Executive Vice President - Capital Markets  

 

   

 

 

Schedule I

 

Forward Price Reduction Amounts

 

 

REGULAR DIVIDEND Amounts