Merger Agreement Between AvalonBay Communities, Inc. and Equity Residential

This filing details a material definitive agreement between AvalonBay Communities, Inc. and Equity Residential for an all-stock merger-of-equals transaction. The combined company will operate under a new name. Both companies' boards have unanimously approved the merger agreement and related transactions. AvalonBay will contribute certain assets to Equity Residential's operating partnership in exchange for operating units, after which AvalonBay will merge with a subsidiary of Equity Residential. Shareholders of AvalonBay will receive 2.793 shares of Equity Residential common stock for each share of AvalonBay common stock they own. The combined company's board will consist of seven members from each company's current board, with Stephen E. Sterrett appointed as Chairman and Benjamin W. Schall as CEO. Equity awards for both companies will be converted into awards of the combined company's stock or operating units, subject to certain conditions. The agreement includes customary representations, warranties, and covenants, with closing conditions such as stockholder approvals and the effectiveness of a registration statement. Either party may terminate the agreement under specified circumstances, with potential termination fees. Dividends during the term of the agreement are restricted, with specific limits on quarterly payments for both companies. The filing also includes a joint press release and investor presentation announcing the merger.