Post-effective Amendment to Registration Statement (pos Am)

 

As filed with the Securities and Exchange Commission on March 1, 2016

Registration No. 333-197211

Registration No. 333-198673

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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POST-EFFECTIVE AMENDMENT NO. 1

TO

 

FORM S-3

 

REGISTRATION STATEMENT NO. 333-197211

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

 

FORM S-3

 

REGISTRATION STATEMENT NO. 333-198673

UNDER

THE SECURITIES ACT OF 1933

 

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AMERICAN RESIDENTIAL PROPERTIES, INC.

(ARPI REIT, LLC as successor by merger to American Residential Properties, Inc.)

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

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Maryland		45-4941882
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

 

c/o ARPI REIT, LLC

30601 Agoura Road, Suite 200
Agoura Hills, California

[phone]

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

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Sara H. Vogt-Lowell
Chief Legal Officer
ARPI REIT, LLC
30601 Agoura Road, Suite 200
Agoura Hills, California 91301

[phone]

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

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Copies to:

 

James E. Showen
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
[phone]

 

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Approximate date of commencement of proposed sale to the public:   Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

o Large accelerated filer	x Accelerated filer	o Non-accelerated filer	o Smaller reporting company
		(Do not check if a smaller reporting company)

 

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EXPLANATORY NOTE, DEREGISTRATION OF UNSOLD SECURITIES

 

American Residential Properties, Inc., a Maryland corporation (the “Company”), is filing these post-effective amendments (the “Post-Effective Amendments”) to deregister any and all securities that remain unsold as of the date hereof under the following registration statements of the Company (collectively, the “Registration Statements”):

 

·                  Registration Statement on Form S-3 (Registration No. 333-197211), filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2014, as amended by Pre-Effective Amendment No. 1 filed with the SEC on July 25, 2014 and declared effective on July 29, 2014, registering 6,612,995 shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company; and

 

·                  Registration Statement on Form S-3 (Registration No. 333-198673), filed with the SEC on September 10, 2014 and declared effective on September 23, 2014, registering up to an aggregate of $1,000,000,000 in shares of Common Stock of the Company, preferred shares, par value $0.01 per share of the Company, and debt securities of the Company.

 

On February 29, 2016, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 3, 2015, among the Company, American Residential Properties OP, L.P., a Delaware limited partnership (the “Operating Partnership”), American Residential GP, LLC, a Delaware limited liability company and general partner of the Operating Partnership, American Homes 4 Rent, a Maryland real estate investment trust (“AMH”), Sunrise Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of AMH, American Homes 4 Rent, L.P., a Delaware limited partnership (“AMH OP”), and OP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of AMH OP, the Company merged with and into Sunrise Merger Sub, LLC, which simultaneously changed its name to ARPI REIT, LLC (“Merger Sub”), with Merger Sub continuing as the surviving company in the merger (the “Merger”).  At the effective time of the Merger, each outstanding share of the Company’s Common Stock (other than shares owned by AMH, any subsidiary of AMH or any wholly-owned subsidiary of the Company) was converted into the right to receive 1.135 Class A common shares of beneficial interest, par value $0.01 per share, of AMH.

 

In connection with the Merger, Merger Sub, as successor to the Company, has terminated all offerings of securities registered pursuant to the Company’s existing registration statements, including the Registration Statements. In accordance with the undertakings contained in the Registration Statements to remove from registration, by means of a post-effective amendment, any and all of the securities of the Company registered under the Registration Statements that remain unsold at the termination of the offerings, Merger Sub, as successor to the Company, hereby removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Agoura Hills, state of California, on this 1st day of March, 2016.

 

	ARPI REIT, LLC
	(as successor by merger to American Residential Properties, Inc.)
	By:	/s/ Stephanie Heim
		Name:	Stephanie Heim
		Title:	Senior Vice President — Counsel

 

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