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Shareholders' Equity / Partners' Capital | 9 Months Ended
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Sep. 30, 2022
Equity [Abstract] |
Shareholders' Equity / Partners' Capital | Shareholders’ Equity / Partners’ Capital When the Company issues common or preferred shares, the Operating Partnership issues an equivalent number of units of partnership interest of a corresponding class to AH4R, with the Operating Partnership receiving the net proceeds from the share issuances. Class A Common Share Offering During the first quarter of 2022, the Company completed an underwritten public offering for 23,000,000 of its Class A common shares of beneficial interest, $0.01 par value per share, of which 10,000,000 shares were issued directly by the Company and 13,000,000 shares were offered on a forward basis at the request of the Company by the forward sellers. In connection with this offering, the Company entered into forward sale agreements with the forward purchasers (the “January 2022 Forward Sale Agreements”) for these 13,000,000 shares which are accounted for in equity. The Company received net proceeds of $375.8 million from the 10,000,000 Class A common shares issued directly by the Company after deducting underwriting fees and before offering costs of approximately $0.2 million. The Company did not initially receive proceeds from the sale of the Class A common shares offered on a forward basis. In September 2022, the Company issued and physically settled 5,000,000 Class A common shares under the January 2022 Forward Sale Agreements, receiving net proceeds of $185.6 million. The Company used these net proceeds to repay indebtedness under its revolving credit facility and for general corporate purposes. As of September 30, 2022, 8,000,000 Class A common shares remained available for future settlement under the January 2022 Forward Sale Agreements. The Company expects to physically settle the remaining shares by January 20, 2023 through the delivery of the Class A common shares and expects that net proceeds will be approximately $297.1 million. The Company expects to use these net proceeds (i) to repay indebtedness it has incurred or expects to incur under its revolving credit facility, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iv) for general corporate purposes. Although the Company expects to physically settle, the January 2022 Forward Sale Agreements allow the Company to cash or net-share settle all or a portion of its obligations. If the Company elects to cash or net share settle the January 2022 Forward Sale Agreements, the Company may not receive any proceeds, and may owe cash or Class A common shares to the forward purchasers in certain circumstances. The January 2022 Forward Sale Agreements are subject to early termination or settlement under certain circumstances. At-the-Market Common Share Offering Program The Company maintains an at-the-market common share offering program under which it can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $500.0 million (the “At-the-Market Program”). The At-the-Market Program also provides that we may enter into forward contracts for our Class A common shares with forward sellers and forward purchasers. The Company intends to use any net proceeds from the At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iv) for working capital and general corporate purposes, including repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The At-the-Market Program may be suspended or terminated by the Company at any time. During the nine months ended September 30, 2022 and 2021, no shares were issued under the At-the-Market Program. As of September 30, 2022, 1,835,416 shares have been issued under the At-the-Market Program and $425.2 million remained available for future share issuances. Share Repurchase Program The Company’s board of trustees authorized the establishment of our share repurchase program for the repurchase of up to $300.0 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the nine months ended September 30, 2022 and 2021, we did not repurchase and retire any of our Class A common shares or preferred shares. As of September 30, 2022, we had a remaining repurchase authorization of up to $265.1 million of our outstanding Class A common shares and up to $250.0 million of our outstanding preferred shares under the program. Perpetual Preferred Shares As of September 30, 2022 and December 31, 2021, the Company had the following series of perpetual preferred shares outstanding (amounts in thousands, except share data):
|  |  |  |  |  |  |  | September 30, 2022 |  | December 31, 2021
Series |  | Issuance Date |  | Earliest Redemption Date |  | Dividend Rate |  | Outstanding Shares |  | Current Liquidation Value |  | Outstanding Shares |  | Current Liquidation Value
Series F perpetual preferred shares |  | 4/24/2017 |  | 4/24/2022 |  | 5.875 | % |  | — |  |  | $ | — |  |  | 6,200,000 |  |  | $ | 155,000 |
Series G perpetual preferred shares |  | 7/17/2017 |  | 7/17/2022 |  | 5.875 | % |  | 4,600,000 |  |  | 115,000 |  |  | 4,600,000 |  |  | 115,000 |
Series H perpetual preferred shares |  | 9/19/2018 |  | 9/19/2023 |  | 6.250 | % |  | 4,600,000 |  |  | 115,000 |  |  | 4,600,000 |  |  | 115,000 |
Total preferred shares |  |  |  |  |  |  |  | 9,200,000 |  |  | $ | 230,000 |  |  | 15,400,000 |  |  | $ | 385,000 |
During the second quarter of 2022, the Company redeemed all 6,200,000 shares of the outstanding 5.875% Series F perpetual preferred shares, $0.01 par value per share, for cash at the liquidation preference of $25.00 per share plus any accrued and unpaid dividends in accordance with the terms of such shares. The Operating Partnership also redeemed its corresponding Series F perpetual preferred units. As a result of the redemption, the Company recorded a $5.3 million allocation of income to the Series F perpetual preferred shareholders within the condensed consolidated statements of operations during the nine months ended September 30, 2022, which represents the initial liquidation value of the Series F perpetual preferred shares in excess of its carrying value as of the redemption date. Distributions The Company’s board of trustees declared the following distributions during the respective quarters. The Operating Partnership funds the payment of distributions, and the board of trustees declared an equivalent amount of distributions on the corresponding OP units.
|  | For the Three Months Ended
Security |  | September 30, 2022 |  | June 30, 2022 |  | March 31, 2022 |  | September 30, 2021 |  | June 30, 2021 |  | March 31, 2021
Class A and Class B common shares |  | $ | 0.18 |  |  | $ | 0.18 |  |  | $ | 0.18 |  |  | $ | 0.10 |  |  | $ | 0.10 |  |  | $ | 0.10 |
6.500% Series D perpetual preferred shares (1) |  | — |  |  | — |  |  | — |  |  | — |  |  | 0.30 |  |  | 0.41 |
6.350% Series E perpetual preferred shares (2) |  | — |  |  | — |  |  | — |  |  | — |  |  | 0.40 |  |  | 0.40 |
5.875% Series F perpetual preferred shares (3) |  | — |  |  | 0.14 |  |  | 0.37 |  |  | 0.37 |  |  | 0.37 |  |  | 0.37 |
5.875% Series G perpetual preferred shares |  | 0.37 |  |  | 0.37 |  |  | 0.37 |  |  | 0.37 |  |  | 0.37 |  |  | 0.37 |
6.250% Series H perpetual preferred shares |  | 0.39 |  |  | 0.39 |  |  | 0.39 |  |  | 0.39 |  |  | 0.39 |  |  | 0.39 |
(1)The 6.500% Series D perpetual preferred shares were redeemed on June 7, 2021. (2)The 6.350% Series E perpetual preferred shares were redeemed on June 30, 2021. (3)The 5.875% Series F perpetual preferred shares were redeemed on May 5, 2022. Noncontrolling Interest Noncontrolling interest as reflected in the Company’s condensed consolidated balance sheets primarily consists of the interests held by former American Homes 4 Rent, LLC (“AH LLC”) members in units in the Operating Partnership. Former AH LLC members owned 50,779,990, or approximately 12.5% and 13.0%, of the total 404,821,515 and 389,374,771 Class A units in the Operating Partnership as of September 30, 2022 and December 31, 2021, respectively. Noncontrolling interest also includes interests held by non-affiliates in Class A units in the Operating Partnership. Non-affiliate Class A unitholders owned 596,990, or approximately 0.2%, of the total 404,821,515 and 389,374,771 Class A units in the Operating Partnership as of September 30, 2022 and December 31, 2021, respectively. The OP units owned by former AH LLC members and non-affiliates are reflected as noncontrolling interest in the Company’s condensed consolidated balance sheets and limited partner capital in the Operating Partnership’s condensed consolidated balance sheets.

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