Registration Rights AgreementAmerican Residential Properties, Inc. • November 27th, 2013 • Real estate investment trusts • New York
American Residential Properties OP, L.P., a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 3.25% Exchangeable Senior Notes due 2018 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Partnership, American Residential Properties, Inc. (the “Company”), a Maryland corporation and the sole general partner of the Operating Partnership, and the Representatives, dated November 21, 2013 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. Upon an exchange of Notes at the option of the holder thereof, the Operating Partnership will be required to deliver cash, shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”) or a combination of cash and shares of Company Common Stock, at the election of the Operating P
AMERICAN RESIDENTIAL PROPERTIES OP, L.P., as Issuer AMERICAN RESIDENTIAL PROPERTIES, INC., as Guarantor U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 27, 2013 3.25% Exchangeable Senior Notes due 2018Indenture • November 27th, 2013 • American Residential Properties, Inc. • Real estate investment trusts • New York
INDENTURE dated as of November 27, 2013 among American Residential Properties OP, L.P., a Delaware limited partnership (hereinafter called the “Issuer”), American Residential Properties, Inc., a Maryland corporation (hereinafter referred to as the “Guarantor” or, in its capacity as sole member of the general partner of the Issuer, the “General Partner”), each having its principal office at 7047 East Greenway Parkway, Suite 350, Scottsdale, Arizona 85254, and U.S. Bank National Association, as Trustee hereunder.
100,000,000 American Residential Properties OP, L.P. 3.25% Exchangeable Senior Notes Due 2018 Fully and Unconditionally Guaranteed byAmerican Residential Properties, Inc. • November 27th, 2013 • Real estate investment trusts • New York
Offering Price: The notes will be issued at a price of 100% of their principal amount, plus accrued interest, if any, from November 27, 2013.
