EXHIBIT 1.3
Published on April 11, 2022
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