Supplemental Confirmation to Master Confirmation for Share Forward Sale Transaction between AvalonBay Communities, Inc. and JPMorgan Chase Bank, N.A.

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Summary

AvalonBay Communities, Inc. and JPMorgan Chase Bank, N.A. entered into a binding agreement confirming the terms of a share forward sale transaction. Under this agreement, AvalonBay will sell 1,000,000 shares to JPMorgan at a future date, with specific pricing terms including a 0.75% spread and a threshold price of $61.83 per share. The agreement is effective from April 11, 2022, and matures on December 31, 2023. This confirmation supplements a prior master agreement and outlines key financial terms and conditions for the transaction.

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EX-1.5 6 tm2212386d1_ex1-5.htm EXHIBIT 1.5

 

EXHIBIT 1.5

 

SUPPLEMENTAL CONFIRMATION

 

To: AvalonBay Communities, Inc.
From: JPMorgan Chase Bank, National Association
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 JPMorgan Chase Bank, National Association (“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,
   
  JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
   
  By: /s/ Santosh Sreenivasan
    Name: Santosh Sreenivasan
    Title: MD

 

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